Exelon
Annual Report 2013

Plain-text annual report

Morningstar® Document Research℠ FORM 10-KBALTIMORE GAS & ELECTRIC CO - EXCFiled: February 14, 2014 (period: December 31, 2013)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The userassumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot belimited or excluded by applicable law. Past financial performance is no guarantee of future results. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Exact Name of Registrant as Specified in its Charter;State of Incorporation; Address of PrincipalExecutive Offices; and Telephone Number IRS EmployerIdentification Number1-16169 EXELON CORPORATION(a Pennsylvania corporation)10 South Dearborn StreetP.O. Box 805379Chicago, Illinois 60680-5379(312) 394-7398 23-2990190333-85496 EXELON GENERATION COMPANY, LLC(a Pennsylvania limited liability company)300 Exelon WayKennett Square, Pennsylvania 19348-2473(610) 765-5959 23-30642191-1839 COMMONWEALTH EDISON COMPANY(an Illinois corporation)440 South LaSalle StreetChicago, Illinois 60605-1028(312) 394-4321 36-0938600000-16844 PECO ENERGY COMPANY(a Pennsylvania corporation)P.O. Box 86992301 Market StreetPhiladelphia, Pennsylvania 19101-8699(215) 841-4000 23-09702401-1910 BALTIMORE GAS AND ELECTRIC COMPANY(a Maryland corporation)2 Center Plaza110 West Fayette StreetBaltimore, Maryland 21201-3708(410) 234-5000 52-0280210 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange onWhich RegisteredEXELON CORPORATION: Common Stock, without par value New York and ChicagoSeries A Junior Subordinated Debentures New YorkPECO ENERGY COMPANY: Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security,Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed byPECO Energy Company New YorkBALTIMORE GAS AND ELECTRIC COMPANY: 6.20% Trust Preferred Securities ($25 liquidation amount per preferred security) issued by BGE CapitalTrust II, fully and unconditionally guaranteed, by Baltimore Gas and Electric Company New York Securities registered pursuant to Section 12(g) of the Act: COMMONWEALTH EDISON COMPANY:Common Stock Purchase Warrants, 1971 Warrants and Series B WarrantsSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Exelon Corporation Yes x No ¨Exelon Generation Company, LLC Yes x No ¨Commonwealth Edison Company Yes x No ¨PECO Energy Company Yes x No ¨Baltimore Gas and Electric Company Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Exelon Corporation Yes ¨ No xExelon Generation Company, LLC Yes ¨ No xCommonwealth Edison Company Yes ¨ No xPECO Energy Company Yes ¨ No xBaltimore Gas and Electric Company Yes ¨ No x Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) have been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reportingcompany. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Accelerated Non-Accelerated Small ReportingCompanyExelon Corporation ü Exelon Generation Company, LLC ü Commonwealth Edison Company ü PECO Energy Company ü Baltimore Gas and Electric Company ü Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Exelon Corporation Yes ¨ No x Exelon Generation Company, LLC Yes ¨ No x Commonwealth Edison Company Yes ¨ No x PECO Energy Company Yes ¨ No x Baltimore Gas and Electric Company Yes ¨ No x The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30,2013 was as follows: Exelon Corporation Common Stock, without par value $ 26,430,683,706Exelon Generation Company, LLC Not applicableCommonwealth Edison Company Common Stock, $12.50 par value No established marketPECO Energy Company Common Stock, without par value NoneBaltimore Gas and Electric Company, without par value None The number of shares outstanding of each registrant’s common stock as of January 31, 2014 was as follows: Exelon Corporation Common Stock, without par value 857,419,806Exelon Generation Company, LLC not applicableCommonwealth Edison Company Common Stock, $12.50 par value 127,016,904PECO Energy Company Common Stock, without par value 170,478,507Baltimore Gas and Electric Company, without par value 1,000 Documents Incorporated by ReferencePortions of the Exelon Proxy Statement for the 2014 Annual Meeting ofShareholders and the Commonwealth Edison Company 2014 information statement areincorporated by reference in Part III.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exelon Generation Company, LLC, PECO Energy Company and Baltimore Gas and Electric Company meet the conditions set forth inGeneral Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form in the reduced disclosure format. Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TABLE OF CONTENTS Page No. GLOSSARY OF TERMS AND ABBREVIATIONS 1 FILING FORMAT 5 FORWARD-LOOKING STATEMENTS 5 WHERE TO FIND MORE INFORMATION 5 PART I ITEM 1. BUSINESS 6 General 6 Exelon Generation Company, LLC 7 Commonwealth Edison Company 20 PECO Energy Company 22 Baltimore Gas and Electric Company 26 Employees 30 Environmental Regulation 31 Executive Officers of the Registrants 36 ITEM 1A. RISK FACTORS 41 ITEM 1B. UNRESOLVED STAFF COMMENTS 64 ITEM 2. PROPERTIES 65 Exelon Generation Company, LLC 65 Commonwealth Edison Company 68 PECO Energy Company 68 Baltimore Gas and Electric Company 69 ITEM 3. LEGAL PROCEEDINGS 70 Exelon Corporation 70 Exelon Generation Company, LLC 70 Commonwealth Edison Company 70 PECO Energy Company 70 Baltimore Gas and Electric Company 70 ITEM 4. MINE SAFETY DISCLOSURES 70 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES 71 ITEM 6. SELECTED FINANCIAL DATA 74 Exelon Corporation 74 Exelon Generation Company, LLC 75 Commonwealth Edison Company 76 PECO Energy Company 76 Baltimore Gas and Electric Company 77 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 78 Exelon Corporation 78 Executive Overview 78 Critical Accounting Policies and Estimates 97 Results of Operations 113 Liquidity and Capital Resources 144 Exelon Generation Company, LLC 173 Commonwealth Edison Company 175 PECO Energy Company 177 Baltimore Gas and Electric Company 179 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Page No. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 161 Exelon Corporation 161 Exelon Generation Company, LLC 174 Commonwealth Edison Company 176 PECO Energy Company 178 Baltimore Gas and Electric Company 180 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 181 Exelon Corporation 191 Exelon Generation Company, LLC 196 Commonwealth Edison Company 201 PECO Energy Company 206 Baltimore Gas and Electric Company 211 Combined Notes to Consolidated Financial Statements 216 1. Significant Accounting Policies 216 2. Variable Interest Entities 231 3. Regulatory Matters 237 4. Merger and Acquisitions 265 5. Investment in CENG 273 6. Accounts Receivable 275 7. Property, Plant and Equipment 276 8. Impairment of Long Lived Assets 280 9. Jointly Owned Electric Utility Plant 282 10. Intangible Assets 283 11. Fair Value of Financial Assets and Liabilities 287 12. Derivative Financial Instruments 310 13. Debt and Credit Agreements 327 14. Income Taxes 336 15. Asset Retirement Obligations 345 16. Retirement Benefits 353 17. Severance 371 18. Preferred and Preference Securities 374 19. Common Stock 375 20. Earnings Per Share and Equity 382 21. Changes in Accumulated Other Comprehensive Income 383 22. Commitments and Contingencies 384 23. Supplemental Financial Information 410 24. Segment Information 418 25. Related Party Transactions 423 26. Quarterly Data 431 27. Subsequent Events 433 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE 434 ITEM 9A. CONTROLS AND PROCEDURES 434 Exelon Corporation 434 Exelon Generation Company, LLC 434 Commonwealth Edison Company 434 PECO Energy Company 434 Baltimore Gas and Electric Company 434 ITEM 9B. OTHER INFORMATION 435 Exelon Corporation 435 Exelon Generation Company, LLC 435 Commonwealth Edison Company 435 PECO Energy Company 435 Baltimore Gas and Electric Company 435 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Page No. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 436 ITEM 11. EXECUTIVE COMPENSATION 437 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS 438 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 439 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 440 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 441 SIGNATURES 472 Exelon Corporation 472 Exelon Generation Company, LLC 473 Commonwealth Edison Company 474 PECO Energy Company 475 Baltimore Gas and Electric Company 476 CERTIFICATION EXHIBITS 477 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.GLOSSARY OF TERMS AND ABBREVIATIONS Exelon Corporation and Related EntitiesExelon Exelon CorporationGeneration Exelon Generation Company, LLCComEd Commonwealth Edison CompanyPECO PECO Energy CompanyBGE Baltimore Gas and Electric CompanyBSC Exelon Business Services Company, LLCExelon Corporate Exelon’s holding companyCENG Constellation Energy Nuclear Group, LLCConstellation Constellation Energy Group, Inc.Exelon Transmission Company Exelon Transmission Company, LLCExelon Wind Exelon Wind, LLC and Exelon Generation Acquisition Company, LLCVentures Exelon Ventures Company, LLCAmerGen AmerGen Energy Company, LLCBondCo RSB BondCo LLCComEd Financing III ComEd Financing IIIPEC L.P. PECO Energy Capital, L.P.PECO Trust III PECO Energy Capital Trust IIIPECO Trust IV PECO Energy Capital Trust IVBGE Trust II BGE Capital Trust IIPETT PECO Energy Transition TrustRegistrants Exelon, Generation, ComEd, PECO and BGE, collectivelyOther Terms and Abbreviations1998 restructuring settlement PECO’s 1998 settlement of its restructuring case mandated by the Competition ActAct 11 Pennsylvania Act 11 of 2012Act 129 Pennsylvania Act 129 of 2008AEC Alternative Energy Credit that is issued for each megawatt hour of generation from aqualified alternative energy sourceAEPS Pennsylvania Alternative Energy Portfolio StandardsAEPS Act Pennsylvania Alternative Energy Portfolio Standards Act of 2004, as amendedAESO Alberta Electric Systems OperatorAFUDC Allowance for Funds Used During ConstructionALJ Administrative Law JudgeAMI Advanced Metering InfrastructureARC Asset Retirement CostARO Asset Retirement ObligationARP Title IV Acid Rain ProgramARRA of 2009 American Recovery and Reinvestment Act of 2009Block contracts Forward Purchase Energy Block ContractsCAIR Clean Air Interstate RuleCAISO California ISOCAMR Federal Clean Air Mercury RuleCERCLA Comprehensive Environmental Response, Compensation and Liability Act of 1980, asamendedCFL Compact Fluorescent LightClean Air Act Clean Air Act of 1963, as amended 1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other Terms and AbbreviationsClean Water Act Federal Water Pollution Control Amendments of 1972, as amendedCompetition Act Pennsylvania Electricity Generation Customer Choice and Competition Act of 1996CPI Consumer Price IndexCPUC California Public Utilities CommissionCSAPR Cross-State Air Pollution RuleCTC Competitive Transition ChargeDOE United States Department of EnergyDOJ United States Department of JusticeDSP Default Service ProviderDSP Program Default Service Provider ProgramEDF Electricite de France SAEE&C Energy Efficiency and Conservation/Demand ResponseEIMA Illinois Energy Infrastructure Modernization ActEPA United States Environmental Protection AgencyERCOT Electric Reliability Council of TexasERISA Employee Retirement Income Security Act of 1974, as amendedEROA Expected Rate of Return on AssetsESPP Employee Stock Purchase PlanFASB Financial Accounting Standards BoardFERC Federal Energy Regulatory CommissionFRCC Florida Reliability Coordinating CouncilFTC Federal Trade CommissionGAAP Generally Accepted Accounting Principles in the United StatesGHG Greenhouse GasGRT Gross Receipts TaxGSA Generation Supply AdjustmentGWh Gigawatt hourHAP Hazardous air pollutantsHealth Care Reform Acts Patient Protection and Affordable Care Act and Health Care and Education ReconciliationAct of 2010IBEW International Brotherhood of Electrical WorkersICC Illinois Commerce CommissionICE Intercontinental ExchangeIllinois Act Illinois Electric Service Customer Choice and Rate Relief Law of 1997Illinois EPA Illinois Environmental Protection AgencyIllinois Settlement Legislation Legislation enacted in 2007 affecting electric utilities in IllinoisIPA Illinois Power AgencyIRC Internal Revenue CodeIRS Internal Revenue ServiceISO Independent System OperatorISO-NE ISO New England Inc.ISO-NY ISO New YorkkV KilovoltkW KilowattkWh Kilowatt-hourLIBOR London Interbank Offered RateLILO Lease-In, Lease-OutLLRW Low-Level Radioactive Waste 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other Terms and AbbreviationsLTIP Long-Term Incentive PlanMATS U.S. EPA Mercury and Air Toxics RuleMBR Market Based Rates IncentiveMDE Maryland Department of the EnvironmentMDPSC Maryland Public Service CommissionMGP Manufactured Gas PlantMISO Midcontinent Independent System Operator, Inc.mmcf Million Cubic FeetMoody’s Moody’s Investor ServiceMOPR Minimum Offer Price RuleMRV Market-Related ValueMW MegawattMWh Megawatt hourNAAQS National Ambient Air Quality Standardsn.m. not meaningfulNAV Net Asset ValueNDT Nuclear Decommissioning TrustNEIL Nuclear Electric Insurance LimitedNERC North American Electric Reliability CorporationNJDEP New Jersey Department of Environmental ProtectionNon-Regulatory Agreements Units Nuclear generating units or portions thereof whose decommissioning-related activities arenot subject to contractual elimination under regulatory accountingNOV Notice of ViolationNPDES National Pollutant Discharge Elimination SystemNRC Nuclear Regulatory CommissionNSPS New Source Performance StandardsNWPA Nuclear Waste Policy Act of 1982NYMEX New York Mercantile ExchangeOCI Other Comprehensive IncomeOIESO Ontario Independent Electricity System OperatorOPEB Other Postretirement Employee BenefitsPA DEP Pennsylvania Department of Environmental ProtectionPAPUC Pennsylvania Public Utility CommissionPGC Purchased Gas Cost ClausePJM PJM Interconnection, LLCPOLR Provider of Last ResortPOR Purchase of ReceivablesPPA Power Purchase AgreementPrice-Anderson Act Price-Anderson Nuclear Industries Indemnity Act of 1957PRP Potentially Responsible PartiesPSEG Public Service Enterprise Group IncorporatedPURTA Pennsylvania Public Realty Tax ActPV PhotovoltaicRCRA Resource Conservation and Recovery Act of 1976, as amendedREC Renewable Energy Credit which is issued for each megawatt hour of generation from aqualified renewable energy sourceRegulatory Agreement Units Nuclear generating units whose decommissioning-related activities are subject tocontractual elimination under regulatory accountingRES Retail Electric SuppliersRFP Request for Proposal 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other Terms and AbbreviationsRider Reconcilable Surcharge Recovery MechanismRGGI Regional Greenhouse Gas InitiativeRMC Risk Management CommitteeRPM PJM Reliability Pricing ModelRPS Renewable Energy Portfolio StandardsRTEP Regional Transmission Expansion PlanRTO Regional Transmission OrganizationS&P Standard & Poor’s Ratings ServicesSEC United States Securities and Exchange CommissionSenate Bill 1 Maryland Senate Bill 1SERC SERC Reliability Corporation (formerly Southeast Electric Reliability Council)SERP Supplemental Employee Retirement PlanSGIG Smart Grid Investment GrantSGIP Smart Grid Initiative ProgramSILO Sale-In, Lease-OutSMP Smart Meter ProgramSMPIP Smart Meter Procurement and Installation PlanSNF Spent Nuclear FuelSOS Standard Offer ServiceSPP Southwest Power PoolTax Relief Act of 2010 Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010TEG Termoelectrica del GolfoTEP Termoelectrica PenolesUpstream Natural gas exploration and production activitiesVIE Variable Interest EntityWECC Western Electric Coordinating Council 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.FILING FORMAT This combined Annual Report on Form 10-K is being filed separately by the Registrants. Information contained herein relating to anyindividual Registrant is filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to anyother Registrant. FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this Report are forward-looking statements, within the meaning of the Private Securities LitigationReform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by a Registrant include those factors discussed herein, including those factors with respect to such Registrantdiscussed in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations, (c) ITEM 8. Financial Statements and Supplementary Data: Note 22 and (d) other factors discussed herein and in other filingswith the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply onlyas of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-lookingstatements to reflect events or circumstances after the date of this Report. WHERE TO FIND MORE INFORMATION The public may read and copy any reports or other information that the Registrants file with the SEC at the SEC’s public referenceroom at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room bycalling the SEC at 1-800-SEC-0330. These documents are also available to the public from commercial document retrieval services, thewebsite maintained by the SEC at www.sec.gov and the Registrants’ websites at www.exeloncorp.com. Information contained on theRegistrants’ websites shall not be deemed incorporated into, or to be a part of, this Report. 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PART I ITEM 1.BUSINESS General Corporate Structure and Business and Other Information Exelon, incorporated in Pennsylvania in February 1999, is a utility services holding company engaged, through Generation, in theenergy generation business, and through ComEd, PECO and BGE, in the energy delivery businesses discussed below. Exelon’s principalexecutive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603, and its telephone number is 312-394-7398. Generation Generation’s integrated business consists of its owned and contracted electric generating facilities and investments in generationventures that are marketed through its leading customer-facing activities. These customer-facing activities include, wholesale energymarketing operations and its competitive retail customer supply of electric and natural gas products and services, including renewable energyproducts, risk management services and natural gas exploration and production activities. Generation has six reportable segmentsconsisting of the Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Regions. Generation was formed in 2000 as a Pennsylvania limited liability company. Generation began operations as a result of a corporaterestructuring, effective January 1, 2001, in which Exelon separated its generation and other competitive businesses from its regulated energydelivery businesses at ComEd and PECO. Generation’s principal executive offices are located at 300 Exelon Way, Kennett Square,Pennsylvania 19348, and its telephone number is 610-765-5959. ComEd ComEd’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of transmission anddistribution services to retail customers in northern Illinois, including the City of Chicago. ComEd was organized in the State of Illinois in 1913 as a result of the merger of Cosmopolitan Electric Company into the originalcorporation named Commonwealth Edison Company, which was incorporated in 1907. ComEd’s principal executive offices are located at440 South LaSalle Street, Chicago, Illinois 60605, and its telephone number is 312-394-4321. PECO PECO’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of transmission anddistribution services to retail customers in southeastern Pennsylvania, including the City of Philadelphia, as well as the purchase andregulated retail sale of natural gas and the provision of natural gas distribution services to retail customers in the Pennsylvania countiessurrounding the City of Philadelphia. PECO was incorporated in Pennsylvania in 1929. PECO’s principal executive offices are located at 2301 Market Street, Philadelphia,Pennsylvania 19103, and its telephone number is 215-841-4000. BGE BGE’s energy delivery business consists of the purchase and regulated retail sale of electricity and the provision of transmission anddistribution services to retail customers in central Maryland, 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.including the City of Baltimore, as well as the purchase and regulated retail sale of natural gas and the provision of gas distribution servicesto retail customers in central Maryland, including the City of Baltimore. BGE was incorporated in Maryland in 1906. BGE’s principal executive offices are located at 110 West Fayette Street, Baltimore,Maryland 21201, and its telephone number is 410-234-5000. Operating Segments See Note 24 of the Combined Notes to Consolidated Financial Statements for additional information on Exelon’s operating segments. Merger with Constellation Energy Group, Inc. On March 12, 2012, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Bolt AcquisitionCorporation, a wholly owned subsidiary of Exelon (Merger Sub), and Constellation. As a result of that merger, Merger Sub was merged intoConstellation (the Initial Merger) and Constellation became a wholly owned subsidiary of Exelon. Following the completion of the InitialMerger, Exelon and Constellation completed a series of internal corporate organizational restructuring transactions. Constellation mergedwith and into Exelon, with Exelon continuing as the surviving corporation (the Upstream Merger). Simultaneously with the UpstreamMerger, Constellation’s interest in RF HoldCo LLC, which holds Constellation’s interest in BGE, was transferred to Exelon Energy DeliveryCompany, LLC, a wholly owned subsidiary of Exelon that also owns Exelon’s interests in ComEd and PECO. Following the UpstreamMerger and the transfer of RF HoldCo LLC, Exelon contributed to Generation certain subsidiaries, including those with generation andcustomer supply operations that were acquired from Constellation as a result of the Initial Merger and the Upstream Merger. See Note 4 ofthe Combined Notes to Consolidated Financial Statements for additional information on the Constellation transaction. Generation Generation, one of the largest competitive electric generation companies in the United States as measured by owned and contractedMW, physically delivers and markets power across multiple geographic regions through its customer-facing business, Constellation.Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Itsgeneration fleet, including its nuclear plants which consistently operate at high capacity factors, also provide geographic and supply sourcediversity. These factors help Generation mitigate the current challenging conditions in competitive energy markets. Generation operates asan integrated business, leveraging its owned and contracted electric generation capacity to market and sell power to wholesale and retailcustomers. Generation’s customers include distribution utilities, municipalities, cooperatives, financial institutions, and commercial,industrial, governmental, and residential customers in competitive markets. Generation also sells natural gas and renewable energy andother energy-related products and services, and engages in natural gas exploration and production activities. Generation is a public utility under the Federal Power Act and is subject to FERC’s exclusive ratemaking jurisdiction over wholesalesales of electricity and the transmission of electricity in interstate commerce. Under the Federal Power Act, FERC has the authority to grantor deny market-based rates for sales of energy, capacity and ancillary services to ensure that such sales are just and reasonable. FERC’sjurisdiction over ratemaking also includes the authority to suspend the market-based rates of utilities (including Generation, which is a publicutility as FERC defines that term) and set cost-based rates should FERC find that its previous grant of market-based rates authority is nolonger just and reasonable. Other matters subject to FERC jurisdiction include, but are not limited to, third-party financings; review ofmergers; dispositions of jurisdictional facilities and acquisitions of securities of 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.another public utility or an existing operational generating facility; affiliate transactions; intercompany financings and cash managementarrangements; certain internal corporate reorganizations; and certain holding company acquisitions of public utility and holding companysecurities. Additionally, ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs inmarkets regulated by FERC. Specific operations of Generation are also subject to the jurisdiction of various other Federal, state, regional andlocal agencies, including the NRC and Federal and state environmental protection agencies. Additionally, Generation is subject to mandatoryreliability standards promulgated by the NERC, with the approval of FERC. RTOs and ISOs exist in a number of regions to provide transmission service across multiple transmission systems. PJM, MISO,ISO-NE and SPP, have been approved by FERC as RTOs, and CAISO and ISO-NY have been approved as ISOs. These entities areresponsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintainingreliability, market monitoring, the scheduling of physical power sales brokered through ICE and NYMEX and the elimination or reduction ofredundant transmission charges imposed by multiple transmission providers when wholesale customers take transmission service acrossseveral transmission systems. Significant Acquisitions Antelope Valley Solar Ranch One. On September 30, 2011, Exelon announced the completion of its acquisition of all of the interestsin Antelope Valley, a 230-MW solar photovoltaic (PV) project under development in northern Los Angeles County, California, from FirstSolar, Inc., which is developing, building, operating, and maintaining the project. The first portion of the project began operations inDecember 2012, with six additional blocks coming online in 2013. Exelon has been informed by First Solar of issues relating to delays in thecertification of certain components relating to the final two blocks of the project, which will delay commercial operation of these two blocksuntil the first half of 2014. The delay will not have a material financial effect on Exelon. Exelon expects the project to be in full commercialoperation in the first half of 2014. The acquisition supports the Exelon commitment to renewable energy as part of Exelon 2020. The projecthas a 25-year PPA, approved by the CPUC, with Pacific Gas & Electric Company for the full output of the plant. Upon completion, the facilitywill add 230 MWs to Generation’s renewable generation fleet. Total capitalized costs for the facility are expected to be approximately $1.1billion. Total capitalized costs incurred through December 31, 2013 were approximately $968 million. Wolf Hollow Generating Station. On August 24, 2011, Generation completed the acquisition of all of the equity interests of WolfHollow, LLC (Wolf Hollow), a combined-cycle natural gas-fired power plant in north Texas, for a purchase price of $311 million whichincreased Generation’s owned capacity within the ERCOT power market by 720 MWs. See Note 4 of the Combined Notes to Consolidated Financial Statements for additional information on the above acquisitions. Significant Dispositions Maryland Clean Coal Stations. On November 30, 2012, a subsidiary of Generation sold the Brandon Shores generating station andH.A. Wagner generating station in Anne Arundel County, Maryland, and the C.P. Crane generating station in Baltimore County, Maryland toRaven Power Holdings LLC, a subsidiary of Riverstone Holdings LLC to comply with certain of the regulatory approvals required by themerger, for net proceeds of approximately $371 million, which resulted in a pre-tax loss of $272 million. See Note 4 of the Combined Notesto Consolidated Financial Statements for additional information. 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Generating Resources At December 31, 2013, the generating resources of Generation consisted of the following: Type of Capacity MW Owned generation assets Nuclear 17,263 Fossil 12,165 Renewable (including Hydroelectric) 3,710 Owned generation assets 33,138 Long-term power purchase contracts 9,426 Investment in CENG 1,999 Total generating resources 44,563 (a)See “Fuel” for sources of fuels used in electric generation.(b)Includes equity method investment in certain generating facilities.(c)Excludes contracts with CENG. See Long-Term Power Purchase Contracts table in this section for additional information.(d)Generation owns a 50.01% interest in CENG, a joint venture with EDF. See ITEM 2. PROPERTIES—Generation and Note 25—Related Party Transactions of theCombined Notes to Consolidated Financial Statements for additional information. Generation has six reportable segments, the Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Regions,representing the different geographical areas in which Generation’s customer-facing activities are conducted and where Generation’sgenerating resources are located. • Mid-Atlantic represents operations in the eastern half of PJM, which includes Pennsylvania, New Jersey, Maryland, Virginia, WestVirginia, Delaware, the District of Columbia and parts of North Carolina (approximately 37% of capacity). • Midwest represents operations in the western half of PJM, which includes portions of Illinois, Indiana, Ohio, Michigan, Kentuckyand Tennessee; and the United States footprint of MISO excluding MISO’s Southern Region, which covers all or most of NorthDakota, South Dakota, Nebraska, Minnesota, Iowa, Wisconsin, and the remaining parts of Illinois, Indiana, Michigan and Ohionot covered by PJM; and parts of Montana, Missouri and Kentucky (approximately 34% of capacity). • New England represents the operations within ISO-NE covering the states of Connecticut, Maine, Massachusetts, NewHampshire, Rhode Island and Vermont (approximately 8% of capacity). • New York represents the operations within ISO-NY, which covers the state of New York in its entirety (approximately 3% ofcapacity). • ERCOT represents operations within Electric Reliability Council of Texas, covering most of the state of Texas (approximately 12%of capacity). • Other Regions is an aggregate of regions not considered individually significant (approximately 6% of capacity). Nuclear Facilities Generation has ownership interests in eleven nuclear generating stations currently in service, consisting of 19 units with an aggregateof 17,263 MW of capacity. Generation wholly owns all of its nuclear generating stations, except for Quad Cities Generating Station (75%ownership), Peach Bottom Generating Station (50% ownership) and Salem Generating Station (Salem) (42.59% ownership), which areconsolidated on Exelon’s financial statements relative to its proportionate ownership interest in each unit. Generation’s nuclear generatingstations are all operated by 9 (a)(b)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Generation, with the exception of the two units at Salem, which are operated by PSEG Nuclear, LLC (PSEG Nuclear), an indirect, whollyowned subsidiary of PSEG. In 2013 and 2012, electric supply (in GWh) generated from the nuclear generating facilities was 57% and 53%,respectively, of Generation’s total electric supply, which also includes fossil, hydroelectric and renewable generation and electric supplypurchased for resale. The majority of this output was dispatched to support Generation’s wholesale and retail power marketing activities. SeeITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for furtherdiscussion of Generation’s electric supply sources. Constellation Energy Nuclear Group, Inc. Generation also owns a 50.01% interest in CENG, a joint venture with EDF. CENG is governed by a board of ten directors, five ofwhich are appointed by Generation and five by EDF. CENG owns and operates a total of five nuclear generating facilities on three sites,Calvert Cliffs, Ginna and Nine Mile Point. CENG’s ownership share in the total capacity of these units is 3,998 MW. See ITEM 2.PROPERTIES for additional information on these sites. On July 29, 2013, Exelon, Generation and subsidiaries of Generation entered into a Master Agreement with EDF, EDF Inc. (EDFI) (asubsidiary of EDF) and CENG. The Master Agreement contemplates that the parties will execute a series of additional agreements at aclosing that will occur following the receipt of regulatory approvals and the satisfaction of other customary closing conditions. Exelon currentlyexpects that the closing will occur early in the second quarter of 2014. At the closing, Generation, CENG and subsidiaries of CENG will execute a Nuclear Operating Services Agreement pursuant to whichGeneration will operate the CENG nuclear generation fleet owned by CENG subsidiaries and provide corporate and administrative servicesfor the remaining life of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to EDFI’s rights as a memberof CENG. CENG will reimburse Generation for its direct and allocated costs for such services. The Nuclear Operating Services Agreementwill replace the SSA. At the closing, Nine Mile Point Nuclear Station, a subsidiary of CENG, will also assign to Generation its obligations asOperator of Nine Mile Point Unit 2 under an operating agreement with the co-owner. In addition, at the closing the PSAA will be amendedand extended until the complete and permanent cessation of operation of the CENG generation plants. At closing, Generation will make a $400 million loan to CENG bearing interest at 5.25% per annum, payable out of specified availablecash flows of CENG and, in any event, payable upon settlement of the Put Option Agreement discussed below, if the put option is exercised,or payable upon the maturity date of the note (which will be 20 years from the closing), whichever occurs first. Immediately following receiptof the proceeds of such loan, CENG will make a $400 million special distribution to EDFI. The parties will also execute a Fourth Amendedand Restated Operating Agreement for CENG, pursuant to which, among other things, CENG will commit to make preferred distributions toGeneration (after repayment of the $400 million loan) quarterly out of specified available cash flows, until Generation has received aggregatedistributions of $400 million plus a return of 8.5% per annum from the date of the special distribution to EDFI. Generation and EDFI will also enter into a Put Option Agreement at closing pursuant to which EDFI will have the option, exercisablebeginning in 2016 and thereafter until June 30, 2022, to sell its 49.99% interest in CENG to Generation for a fair market value pricedetermined by agreement of the parties, or absent agreement, a third party arbitration process. The appraisers determining fair market valueof EDF’s 49.99% interest in CENG under the Put Option Agreement are instructed to take into account all rights and obligations under theCENG Operating Agreement, including Generation’s rights with respect to any unpaid aggregate preferred distributions and the relatedreturn, and the value of Generation’s rights to other distributions. The beginning of the exercise period will be accelerated if 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon’s affiliates cease to own a majority of CENG and exercise a related right to terminate the Nuclear Operating Services Agreement. Inaddition, under limited circumstances, the period for exercise of the put option may be extended for 18 months. Generation will execute an Indemnity Agreement pursuant to which Generation will indemnify EDF and its affiliates against third partyclaims that may arise from any future nuclear incident (as defined in the Price Anderson Act) in connection with the CENG nuclear plants ortheir operations. Exelon will guarantee Generation’s obligations under this indemnity. CENG owns 100% of four nuclear units in Maryland and New York and 82% of Nine Mile Point Unit 2 in New York. Generationcurrently has an agreement under which it is purchasing 85% of the nuclear plant output owned by CENG that is not sold to third partiesunder pre-existing firm and unit contingent PPAs through 2014. Beginning on January 1, 2015 and continuing to the end of the life of therespective plants, Generation will purchase on a unit contingent basis 50.01% of the nuclear plant output owned by CENG, and EDF willpurchase on a unit contingent basis 49.99% of the nuclear plant output owned by CENG (EDF PPA). This agreement will continue to beeffective and is not affected by the Master Agreement, except that if the put option under the Master Agreement is exercised, then the EDFPPA would transfer to Generation upon the completion of the Put Option Agreement transaction. Currently, Exelon and Generation account for its investment in CENG under the equity method of accounting. The transfer of theoperational control to Exelon and Generation will result in Exelon and Generation being required to consolidate the financial position andresults of operations of CENG. When that accounting change occurs, Exelon and Generation will derecognize its equity method investmentin CENG and will record all assets, liabilities and the non-controlling interest in CENG at fair value on Exelon and Generation’s balancesheets. Any difference between the former carrying value and newly recorded fair value at that date will be recognized as a gain or loss uponconsolidation, which could be material to Exelon’s and Generation’s results of operations. See Note 5—Investment in CENG of theCombined Notes to Consolidated Financial Statements for additional information regarding CENG. Nuclear Operations. Capacity factors, which are significantly affected by the number and duration of refueling and non-refuelingoutages, can have a significant impact on Generation’s results of operations. As the largest generator of nuclear power in the United States,Generation can negotiate favorable terms for the materials and services that its business requires. Generation’s operations from its nuclearplants have historically had minimal environmental impact and the plants have a safe operating history. During 2013 and 2012, the nuclear generating facilities operated by Generation achieved capacity factors of 94.1% and 92.7%,respectively. Generation manages its scheduled refueling outages to minimize their duration and to maintain high nuclear generatingcapacity factors, resulting in a stable generation base for Generation’s wholesale and retail marketing and trading activities. During scheduledrefueling outages, Generation performs maintenance and equipment upgrades in order to minimize the occurrence of unplanned outagesand to maintain safe, reliable operations. In addition to the rigorous maintenance and equipment upgrades performed by Generation during scheduled refueling outages,Generation has extensive operating and security procedures in place to ensure the safe operation of the nuclear units. Generation hasextensive safety systems in place to protect the plant, personnel and surrounding area in the unlikely event of an accident. Regulation of Nuclear Power Generation. Generation is subject to the jurisdiction of the NRC with respect to the operation of itsnuclear generating stations, including the licensing for operation of each unit. The NRC subjects nuclear generating stations to continuingreview and regulation covering, among other things, operations, maintenance, emergency planning, security and environmental andradiological aspects of those stations. As part of its reactor oversight process, the NRC continuously 11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.assesses unit performance indicators and inspection results, and communicates its assessment on a semi-annual basis. As ofDecember 31, 2013, the NRC categorized Dresden units 2 and 3, LaSalle unit 2, and Clinton in the Regulatory Response Column, whichis the second highest of five performance bands. All other units operated by Generation are categorized in the Licensee Response Column asof December 31, 2013, which is the highest performance band. On January 1, 2014, Dresden units 2 and 3 returned to the LicenseeResponse Column. The NRC may modify, suspend or revoke operating licenses and impose civil penalties for failure to comply with theAtomic Energy Act, the regulations under such Act or the terms of the operating licenses. Changes in regulations by the NRC may require asubstantial increase in capital expenditures for nuclear generating facilities and/or increased operating costs of nuclear generating units. On March 11, 2011, Japan experienced a 9.0 magnitude earthquake and ensuing tsunami that seriously damaged the nuclear units atthe Fukushima Daiichi Nuclear Power Station, which are operated by Tokyo Electric Power Co. In July 2011, an NRC Task Force formed inthe aftermath of the Fukushima Daiichi events issued a report of its review of the accident, including recommendations for future regulatoryaction by the NRC to be taken in the near and longer term. The Task Force’s report concluded that nuclear reactors in the United States areoperating safely and do not present an imminent risk to public health and safety. The NRC and its staff have issued orders andimplementation guidance for commercial reactor licensees operating in the United States. The NRC and its staff are continuing to evaluateadditional requirements. For additional information on the NRC actions related to the Japan Earthquake and Tsunami and the industry’sresponse, see ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS—Executive Overview. Licenses. Generation has 40-year operating licenses from the NRC for each of its nuclear units and has received 20-year operatinglicense renewals for Peach Bottom Units 2 and 3, Dresden Units 2 and 3, Quad Cities Units 1 and 2, Oyster Creek and Three Mile IslandUnit 1. Additionally, PSEG has 40-year operating licenses from the NRC and has received 20-year operating license renewals for SalemUnits 1 and 2. On December 8, 2010, Exelon announced that Generation will permanently cease generation operations at Oyster Creek byDecember 31, 2019. The following table summarizes the current operating license expiration dates for Generation’s nuclear facilities inservice: Station Unit In-ServiceDate Current LicenseExpiration Braidwood 1 1988 2026 2 1988 2027 Byron 1 1985 2024 2 1987 2026 Clinton 1 1987 2026 Dresden 2 1970 2029 3 1971 2031 LaSalle 1 1984 2022 2 1984 2023 Limerick 1 1986 2024 2 1990 2029 Oyster Creek 1 1969 2029 Peach Bottom 2 1974 2033 3 1974 2034 Quad Cities 1 1973 2032 2 1973 2032 Salem 1 1977 2036 2 1981 2040 Three Mile Island 1 1974 2034 12 (a)(b)(b) (c)(d) (c)(e) (c) (c) (c) (c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (a)Denotes year in which nuclear unit began commercial operations.(b)On May 29, 2013, Generation submitted applications to the NRC to extend the operating licenses of Braidwood Units 1 and 2 and Byron Units 1 and 2 by 20 years.(c)Stations for which the NRC has issued a renewed operating licenses.(d)In June 2011, Generation submitted applications to the NRC to extend the operating licenses of Limerick Units 1 and 2 by 20 years.(e)In December 2010, Exelon announced that Generation will permanently cease generation operations at Oyster Creek by December 31, 2019. Generation expects to apply for and obtain approval of license renewals for the remaining nuclear units. The operating license renewalprocess takes approximately four to five years from the commencement of the renewal process until completion of the NRC’s review. TheNRC review process takes approximately two years from the docketing of an application. Each requested license renewal is expected to be for20 years beyond the original license expiration. Depreciation provisions are based on the estimated useful lives of the stations, which reflectthe actual and assumed renewal of operating licenses for all of Generation’s operating nuclear generating stations except for Oyster Creek. In August 2012, Generation entered into an operating services agreement with the Omaha Public Power District (OPPD) to provideoperational and managerial support services for the Fort Calhoun Station and a licensing agreement for use of the Exelon NuclearManagement Model. The terms for both agreements are 20 years. OPPD will continue to own the plant and remain the NRC licensee. Nuclear Uprate Program. Generation is engaged in individual projects as part of a planned power uprate program across its nuclearfleet. When economically viable, the projects take advantage of new production and measurement technologies, new materials andapplication of expertise gained from a half-century of nuclear power operations. Based on ongoing reviews, the nuclear uprateimplementation plan was adjusted during 2013 to cancel certain projects. The Measurement Uncertainty Recapture uprate projects at theDresden and Quad Cities nuclear stations were cancelled as a result of the cost of additional plant modifications identified during final designwork which, when combined with then current market conditions, made the projects not economically viable. Additionally, the marketconditions prompted Generation to cancel the previously deferred extended power uprate projects at the LaSalle and Limerick nuclearstations. During 2013, Generation recorded a pre-tax charge to operating and maintenance expense and interest expense of approximately$111 million and $8 million, respectively, to accrue remaining costs and reverse the previously capitalized costs. Under the nuclear uprate program, Generation has placed into service projects representing 316 MWs of new nuclear generation at acost of $952 million, which has been capitalized to property, plant and equipment on Exelon’s and Generation’s consolidated balance sheets.At December 31, 2013, Generation has capitalized $203 million to construction work in progress within property, plant and equipment fornuclear uprate projects expected to be placed in service by the end of 2016, consisting of 200 MWs of new nuclear generation, that are in theinstallation phase across four nuclear stations; Peach Bottom in Pennsylvania and Byron, Braidwood and Dresden in Illinois. The remainingspend associated with these projects is expected to be approximately $300 million through the end of 2016. Generation believes that it isprobable that these projects will be completed. If a project is expected not to be completed as planned, previously capitalized costs will bereversed through earnings as a charge to operating and maintenance expense and interest. Nuclear Waste Disposal. There are no facilities for the reprocessing or permanent disposal of SNF currently in operation in theUnited States, nor has the NRC licensed any such facilities. Generation currently stores all SNF generated by its nuclear generating facilitiesin on-site storage pools or in dry cask storage facilities. Since Generation’s SNF storage pools generally do not have sufficient storagecapacity for the life of the respective plant, Generation has developed dry cask storage facilities to support operations. 13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As of December 31, 2013, Generation had approximately 59,900 SNF assemblies (14,400 tons) stored on site in SNF pools or drycask storage (this includes SNF assemblies at Zion Station, for which Generation retains ownership even though the responsibility fordecommissioning Zion Station has been assumed by another party; see Note 15 of the Combined Notes to Consolidated FinancialStatements for additional information regarding Zion Station Decommissioning). All currently operating Generation-owned nuclear sites haveon-site dry cask storage, except for Clinton and Three Mile Island. Clinton and Three Mile Island will currently lose full core reserve, which iswhen the on-site storage pool will no longer have sufficient space to receive a full complement of fuel from the reactor core, in 2015 and2023, respectively. Dry cask storage will be in operation at Clinton and is expected to be in operation at Three Mile Island prior to the closingof their respective on-site storage pools. On-site dry cask storage in concert with on-site storage pools will be capable of meeting all currentand future SNF storage requirements at Generation’s sites through the end of the license renewal periods and through decommissioning. For a discussion of matters associated with Generation’s contracts with the DOE for the disposal of SNF, see Note 22 of the CombinedNotes to Consolidated Financial Statements. As a by-product of their operations, nuclear generating units produce LLRW. LLRW is accumulated at each generating station andpermanently disposed of at licensed disposal facilities. The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states mayenter into agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region.Illinois and Kentucky have entered into such an agreement, although neither state currently has an operational site and none is anticipated tobe operational until after 2020. Generation is currently utilizing on-site storage capacity at its nuclear generation stations for limited amounts of LLRW and has beenshipping its Class A LLRW, which represent 93% of LLRW generated at its stations, to disposal facilities in Utah and South Carolina. Thedisposal facility in South Carolina at present is only receiving LLRW from LLRW generators in South Carolina, New Jersey (which includesOyster Creek and Salem), and Connecticut. Generation has received NRC approval for its Peach Bottom and LaSalle stations that will allowstorage at these sites of LLRW from its remaining stations with limited capacity. Generation now has enough storage capacity to store allClass B and C LLRW for the life of all stations in Generation’s nuclear fleet. During 2012, Generation entered into a six year contract to shipClass B and Class C LLRW to Texas. The terms of the agreement will provide for disposal of all current Class B and Class C LLRW storedat the stations, as well as the waste generated during the term of the agreement. Although Texas started accepting waste for disposal in 2012,the Texas site is curie limited (3.9 million curies for 15 years). With this limit, the annual facility volume will not match industry production ofactivated hardware, and on-site storage is expected to be required for the Generation boiling water reactors. Generation continues to pursuealternative disposal strategies for LLRW, including an LLRW reduction program to minimize cost impacts and on-site storage. Nuclear Insurance. Generation is subject to liability, property damage and other risks associated with major incidents at any of itsnuclear stations, including the CENG nuclear stations. Generation has reduced its financial exposure to these risks through insurance andother industry risk-sharing provisions. See “Nuclear Insurance” within Note 22 of the Combined Notes to Consolidated Financial Statementsfor details. For information regarding property insurance, see ITEM 2. PROPERTIES—Generation. Generation is self-insured to the extent thatany losses may exceed the amount of insurance maintained or are within the policy deductible for its insured losses. Such losses could havea material adverse effect on Exelon’s and Generation’s financial condition and results of operations. 14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Decommissioning. NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance thatfunds will be available in specified minimum amounts at the end of the life of the facility to decommission the facility. See ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—ExelonCorporation, Executive Overview; ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS, Critical Accounting Policies and Estimates, Nuclear Decommissioning, Asset Retirement Obligations andNuclear Decommissioning Trust Fund Investments; and Notes 3, 11 and 15 of the Combined Notes to Consolidated Financial Statementsfor additional information regarding Generation’s NDT funds and its decommissioning obligations. Dresden Unit 1 and Peach Bottom Unit 1 have ceased power generation. SNF at Dresden Unit 1 is currently being stored in dry caskstorage until a permanent repository under the NWPA is completed. All SNF for Peach Bottom Unit 1, which ceased operation in 1974, hasbeen removed from the site and the SNF pool is drained and decontaminated. Generation’s estimated ARO liability to decommissionDresden Unit 1 and Peach Bottom Unit 1 as of December 31, 2013 was $208 million and $114 million, respectively. As of December 31,2013, NDT funds set aside to pay for these obligations were $436 million. Zion Station Decommissioning. On December 11, 2007, Generation entered into an Asset Sale Agreement (ASA) withEnergySolutions, Inc. and its wholly owned subsidiaries, EnergySolutions, LLC (EnergySolutions) and ZionSolutions, LLC (ZionSolutions)under which ZionSolutions assumed responsibility for decommissioning Zion Station, which is located in Zion, Illinois and ceased operationin 1998. On September 1, 2010, Generation and EnergySolutions completed the transactions contemplated by the ASA. Specifically,Generation transferred to ZionSolutions substantially all of the assets (other than land) associated with Zion Station, including assets held inrelated NDT funds. In consideration for Generation’s transfer of those assets, ZionSolutions assumed decommissioning and other liabilities,excluding the obligation to dispose of SNF, associated with Zion Station. Pursuant to the ASA, ZionSolutions will periodically requestreimbursement from the Zion Station-related NDT funds for costs incurred related to the decommissioning efforts at Zion Station. However,ZionSolutions is subject to certain restrictions on its ability to request reimbursement; specifically, if certain milestones as defined in the ASAare not met, all or a portion of requested reimbursements shall be deferred until such milestones are met. See Note 15 of the CombinedNotes to Consolidated Financial Statements for additional information regarding Zion Station Decommissioning and see Note 2 of theCombined Notes to Consolidated Financial Statements for a discussion of variable interest entity considerations related to ZionSolutions. Fossil and Renewable Facilities (including Hydroelectric) Generation has ownership interests in 15,875 MW of capacity in fossil and renewable generating facilities currently in service.Generation wholly owns all of its fossil and renewable generating stations, with the exception of: (1) jointly owned facilities that includeKeystone, Conemaugh, and Wyman; (2) ownership interests through equity method investments in Colver, Malacha, Safe Harbor, andSunnyside; and (3) certain wind project entities with minority interest owners, see Note 2 of the Combined Notes to Consolidated FinancialStatements for additional information on these wind project entities. Generation’s fossil and renewable generating stations are all operated byGeneration, with the exception of Colver, Conemaugh, Keystone, LaPorte, Malacha, Safe Harbor, Sunnyside and Wyman, which areoperated by third parties. In 2013 and 2012, electric supply (in GWh) generated from owned fossil and renewable generating facilities was15% and 12%, respectively, of Generation’s total electric supply. The majority of this output was dispatched to support Generation’swholesale and retail power 15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.marketing activities. For additional information regarding Generation’s electric generating facilities, see ITEM 2. PROPERTIES—Generationand ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Exelon Corporation, Executive Overview for additional information on Generation Renewable Development. Licenses. Fossil and renewable generation plants are generally not licensed, and, therefore, the decision on when to retire plants is,fundamentally, a commercial one. FERC has the exclusive authority to license most non-Federal hydropower projects located on navigablewaterways or Federal lands, or connected to the interstate electric grid. On August 29, 2012 and August 30, 2012, Generation submittedhydroelectric license applications to the FERC for 46-year licenses for the Muddy Run Pumped Storage Project and the ConowingoHydroelectric Project, respectively. Based on the latest FERC procedural schedule, the FERC licensing process is not expected to becompleted prior to the expiration of Muddy Run’s current license on August 31, 2014, and the expiration of Conowingo’s license onSeptember 1, 2014. However, the stations will continue to operate under annual licenses until FERC takes action on the 46-year licenseapplications. Refer to Note 3—Regulatory Matters for additional information. Insurance. Generation maintains business interruption insurance for its renewable projects, and delay in start-up insurance for itsrenewable projects currently under construction. Generation does not purchase business interruption insurance for its wholly owned fossiland hydroelectric operations. Generation maintains both property damage and liability insurance. For property damage and liability claims forthese operations, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurancemaintained. Such losses could have a material adverse effect on Exelon’s and Generation’s financial condition and their results of operationsand cash flows. For information regarding property insurance, see ITEM 2. PROPERTIES—Generation. Long-Term Power Purchase Contracts In addition to energy produced by owned generation assets, Generation sources electricity and other related output from plants it doesnot own under long-term contracts. The following tables summarize Generation’s long-term contracts to purchase unit-specific physicalpower with an original term in excess of one year in duration, by region, in effect as of December 31, 2013: Region Number ofAgreements Expiration Dates Capacity (MW) Mid-Atlantic 16 2016 - 2032 799 Midwest 7 2015 - 2022 1,734 New England 14 2014 - 2020 1,291 ERCOT 5 2014 - 2026 1,489 Other Regions 11 2014 - 2030 4,113 Total 53 9,426 2014 2015 2016 2017 2018 Capacity Expiring (MW) 1,300 1,705 651 1,337 100 (a)Excludes contracts with CENG. 16(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Fuel The following table shows sources of electric supply in GWh for 2013 and 2012: Source of Electric Supply 2013 2012 Nuclear 142,126 139,862 Purchases—non-trading portfolio 69,791 91,994 Fossil 30,785 27,760 Renewable 6,420 4,079 Total supply 249,122 263,695 (a)Represents Generation’s proportionate share of the output of its generating plants.(b)Includes purchases pursuant to Generation’s PPA with CENG. See Note 25 of the Combined Notes to Consolidated Financial Statements for additional information. The fuel costs for nuclear generation are less than those for fossil-fuel generation. Consequently, nuclear generation is generally themost cost-effective way for Generation to meet its wholesale and retail load servicing requirements. The cycle of production and utilization of nuclear fuel includes the mining and milling of uranium ore into uranium concentrates, theconversion of uranium concentrates to uranium hexafluoride, the enrichment of the uranium hexafluoride and the fabrication of fuelassemblies. Generation has uranium concentrate inventory and supply contracts sufficient to meet all of its uranium concentraterequirements through 2016. Generation’s contracted conversion services are sufficient to meet all of its uranium conversion requirementsthrough 2020. All of Generation’s enrichment requirements have been contracted through 2018. Contracts for fuel fabrication have beenobtained through 2018. Generation does not anticipate difficulty in obtaining the necessary uranium concentrates or conversion, enrichmentor fabrication services to meet the nuclear fuel requirements of its nuclear units. Natural gas is procured through long-term and short-term contracts, as well as spot-market purchases. Fuel oil inventories aremanaged so that in the winter months sufficient volumes of fuel are available in the event of extreme weather conditions and during theremaining months to take advantage of favorable market pricing. Generation uses financial instruments to mitigate price risk associated with certain commodity price exposures. Generation alsohedges forward price risk, using both over-the-counter and exchange-traded instruments. See ITEM 1A. RISK FACTORS, ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical AccountingPolicies and Estimates and Note 12 of the Combined Notes to Consolidated Financial Statements for additional information regardingderivative financial instruments. Power Marketing Generation’s integrated business operations include the physical delivery and marketing of power obtained through its generationcapacity and through long-term, intermediate-term and short-term contracts. Generation maintains an effective supply strategy throughownership of generation assets and power purchase and lease agreements. Generation has also contracted for access to additionalgeneration through bilateral long-term PPAs. PPAs are commitments related to power generation of specific generation plants and/or aredispatchable in nature similar to asset ownership depending on the type of underlying asset. Generation secures contracted generation aspart of its overall strategic 17(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.plan, with objectives such as obtaining low-cost energy supply sources to meet its physical delivery obligations to both wholesale and retailcustomers and assisting customers to meet renewable portfolio standards. Generation may buy power to meet the energy demand of itscustomers, including ComEd, PECO and BGE. Generation sells electricity, natural gas, and related products and solutions to variouscustomers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, governmental, and residentialcustomers in competitive markets. Generation’s customer facing operations combine a unified sales force with a customer-centric model thatleverages technology to broaden the range of products and solutions offered, which Generation believes promotes stronger customerrelationships. This model focuses on efficiency and cost reduction, which provides a platform that is scalable and able to capitalize onopportunities for future growth. Generation’s purchases may be for more than the energy demanded by Generation’s customers. Generation then sells this openposition, along with capacity not used to meet customer demand, in the wholesale electricity markets. Where necessary, Generation alsopurchases transmission service to ensure that it has reliable transmission capacity to physically move its power supplies to meet customerdelivery needs in markets without an organized RTO. Generation also incorporates contingencies into its planning for extreme weatherconditions, including potentially reserving capacity to meet summer loads at levels representative of warmer-than-normal weather conditions.Generation actively manages these physical and contractual assets in order to derive incremental value. Additionally, Generation is involvedin the development, exploration, and harvesting of oil, natural gas and natural gas liquids properties. Price Supply Risk Management Generation also manages the price and supply risks for energy and fuel associated with generation assets and the risks of powermarketing activities. Generation implements a three-year ratable sales plan to align its hedging strategy with its financial objectives.Generation also enters into transactions that are outside of this ratable sales plan. Generation is exposed to relatively greater commodityprice risk in 2014 and beyond for which a larger portion of its electricity portfolio may be unhedged. Generation has been and will continue tobe proactive in using hedging strategies to mitigate this risk in subsequent years. As of December 31, 2013, the percentage of expectedgeneration hedged for the major reportable segments was 92%-95%, 62%-65% and 30%-33% for 2014, 2015, and 2016, respectively. Thepercentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generationrepresents the amount of energy estimated to be generated or purchased through owned or contracted capacity, including purchased powerfrom CENG. Equivalent sales represent all hedging products, which include economic hedges and certain non-derivative contracts, includingsales to ComEd, PECO and BGE to serve their retail load. A portion of Generation’s hedging strategy may be implemented through the useof fuel products based on assumed correlations between power and fuel prices, which routinely change in the market. Generation also usesfinancial and commodity contracts for proprietary trading purposes, but this activity accounts for only a small portion of Generation’s efforts.The trading portfolio is subject to a risk management policy that includes stringent risk management limits, including volume, stop-loss andvalue-at-risk limits, to manage exposure to market risk. Additionally, the corporate risk management group and Exelon’s RMC monitor thefinancial risks of the wholesale and retail power marketing activities. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK for additional information. 18Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.At December 31, 2013, Generation’s short and long-term commitments relating to the purchase of energy and capacity from and tounaffiliated utilities and others were as follows: (in millions) Net CapacityPurchases RECPurchases Transmission RightsPurchases Purchased Energyfrom CENG Total 2014 $412 $117 $25 $824 $1,378 2015 367 110 13 — 490 2016 284 76 2 — 362 2017 223 25 2 — 250 2018 112 3 2 — 117 Thereafter 414 3 32 — 449 Total $1,812 $334 $76 $824 $3,046 (a)Net capacity purchases include PPAs and other capacity contracts including those that are accounted for as operating leases. Amounts presented in the commitmentsrepresent Generation’s expected payments under these arrangements at December 31, 2013, net of fixed capacity payments expected to be received by Generationunder contracts to resell such acquired capacity to third parties under long-term capacity sale contracts. Expected payments include certain fixed capacity chargeswhich may be reduced on plant availability.(b)The table excludes renewable energy purchases that are contingent in nature.(c)Transmission rights purchases include estimated commitments for additional transmission rights that will be required to fulfill firm sales contracts. As part of reaching a comprehensive agreement with EDF in October 2010, the existing power purchase agreements with CENG weremodified to be unit-contingent through the end of their original term in 2014. Under these agreements Generation purchases 85% of thenuclear plant output owned by CENG that is not sold to third parties. CENG has the ability to fix the energy price on a forward basis byentering into monthly energy hedge transactions for a portion of the future sale, while any unhedged portions will be provided at marketprices by default. Additionally, beginning in 2015 and continuing to the end of the life of the respective plants, Generation agreed to purchase50.01% of the nuclear plant output owned by CENG at market prices. This purchase agreement will continue to be effective under the MasterAgreement discussed above, except that if the put option under the Master Agreement is exercised, then the EDF PPA will be transferred toGeneration upon the completion of the Put Option Agreement transaction. Generation discloses in the table above commitments to purchasefrom CENG at fixed prices. All commitments to purchase from CENG at market prices, which include all purchases subsequent toDecember 31, 2014, are excluded from the table. Generation continues to own a 50.01% membership interest in CENG that is accounted foras an equity method investment. See Note 25 of the Combined Notes to Consolidated Financial Statements for more details on thisarrangement. Capital Expenditures Generation’s business is capital intensive and requires significant investments in nuclear fuel and energy generation assets and inother internal infrastructure projects. Generation’s estimated capital expenditures for 2014 are as follows: (in millions) Nuclear fuel $900 Production plant 900 Renewable energy projects 300 Uprates 150 Maryland commitments 100 Other 50 Total $2,400 (a)Includes Generation’s share of the investment in nuclear fuel for the co-owned Salem plant. 19(a)(b)(c)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ComEd ComEd is engaged principally in the purchase and regulated retail sale of electricity and the provision of distribution and transmissionservices to a diverse base of residential, commercial and industrial customers in northern Illinois. ComEd is a public utility under the IllinoisPublic Utilities Act subject to regulation by the ICC related to distribution rates and service, the issuance of securities, and certain otheraspects of ComEd’s business. ComEd is a public utility under the Federal Power Act subject to regulation by FERC related to transmissionrates and certain other aspects of ComEd’s business. Specific operations of ComEd are also subject to the jurisdiction of various otherFederal, state, regional and local agencies. Additionally, ComEd is subject to NERC mandatory reliability standards. ComEd’s retail service territory has an area of approximately 11,400 square miles and an estimated population of 9 million. The serviceterritory includes the City of Chicago, an area of about 225 square miles with an estimated population of 2.7 million. ComEd hasapproximately 3.8 million customers. ComEd’s franchises are sufficient to permit it to engage in the business it now conducts. ComEd’s franchise rights are generallynonexclusive rights documented in agreements and, in some cases, certificates of public convenience issued by the ICC. With fewexceptions, the franchise rights have stated expiration dates ranging from 2014 to 2066. ComEd anticipates working with the appropriateagencies to extend or replace the franchise agreements prior to expiration. ComEd’s kWh deliveries and peak electricity load are generally higher during the summer and winter months, when temperatureextremes create demand for either summer cooling or winter heating. ComEd’s highest peak load occurred on July 20, 2011, and was23,753 MWs; its highest peak load during a winter season occurred on January 6, 2014, and was 16,514 MWs. Retail Electric Services Electric revenues and purchased power expense are affected by fluctuations in customers’ purchases from competitive electricgeneration suppliers. All ComEd customers have the ability to purchase electricity from a competitive electric generation supplier. Thecustomers’ choice activity affects revenue collected from customers related to supplied energy; however, that activity has no impact on electricrevenue net of purchased power expense. ComEd’s cost of electric supply is passed without markup directly through to those customers notserved by a competitive electric generation supplier and those rates are subject to adjustment monthly to recover or refund the differencebetween ComEd’s actual cost of electricity delivered and the amount included in rates. For those customers that choose a competitive electricgeneration supplier, ComEd acts as the billing agent but does not record revenues or expenses related to the electric supply. ComEd remainsthe distribution service provider for all customers in its service territory and charges a regulated rate for distribution service. See ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additionalinformation on customer switching to competitive electric generation suppliers, and Note 3 of the Combined Notes to Consolidated FinancialStatements for additional information on ComEd’s electricity procurement process and for additional information. Under Illinois law, ComEd is required to deliver electricity to all customers. ComEd’s obligation to provide generation supply service,which is referred to as a POLR obligation, primarily varies by customer size. ComEd’s obligation to provide such service to residentialcustomers and other small customers with demands of under 100 kWs continues for all customers who do not choose a competitive electricgeneration supplier or who choose to return to ComEd after taking service from a competitive electric generation supplier. ComEd does nothave a fixed-price generation supply service obligation to most of its largest customers with demands of 100 kWs or greater, as this group ofcustomers has previously been declared competitive. Customers with competitive declarations may still purchase power and energy fromComEd, but only at hourly market prices. 20Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Energy Infrastructure Modernization Act (EIMA). Since 2011, ComEd’s distribution rates are established through a performance-based rate formula pursuant to EIMA. EIMA also provides a structure for substantial capital investment by utilities over a ten-year period tomodernize Illinois’ electric utility infrastructure. In addition, as long as ComEd is subject to EIMA, ComEd will fund customer assistanceprograms for low-income customers, which amounts will not be recoverable through rates. ComEd files an annual reconciliation of the revenue requirement in effect in a given year to reflect the actual costs that the ICCdetermines are prudently and reasonably incurred for such year. Under the terms of EIMA, ComEd’s target rate of return on common equityis subject to reduction if ComEd does not deliver the reliability and customer service benefits, as defined, it has committed to over the ten-year life of the investment program. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information. Electric Distribution Rate Cases. The ICC issued an order in ComEd’s 2007 electric distribution rate case (2007 Rate Case)approving a $274 million increase in ComEd’s annual delivery services revenue requirement, which became effective in September 2008.In the order, the ICC authorized a 10.3% rate of return on common equity. On February 23, 2012, the ICC issued an order in the remandproceeding requiring ComEd to provide a refund of approximately $37 million to customers related to the treatment of post-test yearaccumulated depreciation. ComEd and several other parties filed appeals of the rate order with the Illinois Appellate Court (Court). OnSeptember 27, 2013, the Court ruled against ComEd on the accumulated depreciation issue and affirmed that ComEd owes a refund tocustomers of $37 million. As of December 31, 2013, and December 31, 2012, ComEd was fully reserved for this liability. ComEd will notseek rehearing or appeal on this matter and is working with the ICC on the process and timing for a refund to customers. On May 24, 2011, the ICC issued an order in ComEd’s 2010 electric distribution rate case (2010 Rate Case), which became effectiveon June 1, 2011. The order approved a $143 million increase to ComEd’s annual delivery service revenue requirement and a 10.5% rate ofreturn on common equity. The order has been appealed to the Court by several parties. On May 16, 2013, the Court dismissed as moot theappeals of the ICC’s order in the 2010 Rate Case as ComEd now recovers distribution costs under EIMA through a pre-established formularate tariff. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information on ComEd’s electricdistribution rate cases. Procurement-Related Proceedings. Since June 2009, the IPA designs, and the ICC approves, an electricity supply portfolio forComEd and the IPA administers a competitive process under which ComEd procures its electricity supply from various suppliers, includingGeneration. As required by EIMA, in February 2012 the IPA completed procurement events for energy and REC requirements for the June2013 through December 2017 period. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information onComEd’s procurement plans. See Note 22 of the Combined Notes to Consolidated Financial Statements for additional information onComEd’s energy commitments. Continuous Power Interruption. The Illinois Public Utilities Act provides that in the event an electric utility, such as ComEd,experiences a continuous power interruption of four hours or more that affects (in ComEd’s case) more than 30,000 customers, the utilitymay be liable for actual damages suffered by customers as a result of the interruption and may be responsible for reimbursement of localgovernmental emergency and contingency expenses incurred in connection with the interruption. Recovery of consequential damages isbarred. The affected utility may seek from the ICC a waiver of these liabilities when the utility can show that the cause of the interruption wasunpreventable damage due to weather events or conditions, customer tampering, or certain other causes enumerated in the law. See Note22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information. 21Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Smart Meter, Smart Grid and Energy Efficiency Programs Smart Meter and Smart Grid Programs. On January 6, 2012, ComEd filed its Infrastructure Investment Plan with the ICC. Underthat plan, ComEd will invest approximately $2.6 billion over ten years to modernize and storm-harden its distribution system and toimplement smart grid technology. On April 23, 2012, ComEd filed its initial AMI Deployment Plan with the ICC, which was approved by theICC on June 22, 2012, with certain modifications. ComEd outlined the new deployment schedule within testimony provided in the AMI PlanRehearing and filed a revised AMI deployment plan with the ICC. On December 5, 2012, the ICC approved ComEd’s revised AMIdeployment plan. On June 5, 2013, the ICC issued an interim Order approving ComEd’s accelerated AMI deployment plan consistent withthe provisions of Senate Bill 9. The deployment plan provides for the installation of 4 million electric smart meters, of which more than60,000 meters were installed by the end of 2013. Energy Efficiency Programs. As a result of the Illinois Settlement Legislation, electric utilities in Illinois are required to include cost-effective energy efficiency resources in their plans to meet an incremental annual program energy savings requirement of 0.2% of energydelivered to retail customers for the year ended June 1, 2009, which increases annually to 2.0% of energy delivered in the year commencingJune 1, 2015 and each year thereafter. Additionally, during the ten-year period that began June 1, 2008, electric utilities must implement cost-effective demand response measures to reduce peak demand by 0.1% over the prior year for eligible retail customers. The energy efficiencyand demand response goals are subject to rate impact caps each year. Utilities are allowed recovery of costs for energy efficiency and demandresponse programs, subject to approval by the ICC. In December 2010, the ICC approved ComEd’s second three-year Energy Efficiency andDemand Response Plan covering the period June 2011 through May 2014. The plans are designed to meet the Illinois SettlementLegislation’s energy efficiency and demand response goals through May 2014, including reductions in delivered energy to all retailcustomers and in the peak demand of eligible retail customers. EIMA provides for additional energy efficiency in Illinois. Starting in the June 2013—May 2014 period and occurring annually thereafter,as part of the IPA procurement plan, ComEd is to include cost-effective expansion of current energy efficiency programs, any additional newcost-effective program and/or third-party energy efficiency programs that are identified through a request for proposal (“RFP”) process. All cost-effective energy efficiency programs are included in the IPA procurement plan for consideration of implementation. While these programs aremonitored separately from the Energy Efficiency Portfolio Standard (EEPS), funds for both the EEPS portfolio and IPA energy efficiencyprograms are collected under the same rider. Construction Budget ComEd’s business is capital intensive and requires significant investments primarily in energy transmission and distribution facilities,to ensure the adequate capacity, reliability and efficiency of its system. Based on PJM’s RTEP, ComEd has various constructioncommitments, as discussed in Note 3 of the Combined Notes to Consolidated Financial Statements. ComEd’s most recent estimate ofcapital expenditures for electric plant additions and improvements for 2014 is $1,775 million, which includes RTEP projects andinfrastructure modernization resulting from EIMA. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources for further information. PECO PECO is engaged principally in the purchase and regulated retail sale of electricity and the provision of transmission and distributionservices to retail customers in southeastern Pennsylvania, including the City of Philadelphia, as well as the purchase and regulated retailsale of natural gas and 22Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the provision of gas distribution services to retail customers in the Pennsylvania counties surrounding the City of Philadelphia. PECO is apublic utility under the Pennsylvania Public Utility Code subject to regulation by the PAPUC as to electric and gas distribution rates andservice, the issuances of certain securities and certain other aspects of PECO’s operations. PECO is a public utility under the Federal PowerAct subject to regulation by FERC as to transmission rates and certain other aspects of PECO’s business and by the U.S. Department ofTransportation as to pipeline safety and other areas of gas operations. Specific operations of PECO are subject to the jurisdiction of variousother Federal, state, regional and local agencies. Additionally, PECO is also subject to NERC mandatory reliability standards. PECO’s combined electric and natural gas retail service territory has an area of approximately 2,100 square miles and an estimatedpopulation of 4.0 million. PECO provides electric distribution service in an area of approximately 1,900 square miles, with a population ofapproximately 3.9 million, including approximately 1.5 million in the City of Philadelphia. PECO provides natural gas distribution service inan area of approximately 1,900 square miles in southeastern Pennsylvania adjacent to the City of Philadelphia, with a population ofapproximately 2.4 million. PECO delivers electricity to approximately 1.6 million customers and natural gas to approximately 501,000customers. PECO has the necessary authorizations to provide regulated electric and natural gas distribution service in the various municipalities orterritories in which it now supplies such services. PECO’s authorizations consist of charter rights and certificates of public convenienceissued by the PAPUC and/or “grandfathered rights,” which are rights generally unlimited as to time and generally exclusive from competitionfrom other electric and natural gas utilities. In a few defined municipalities, PECO’s natural gas service territory authorizations overlap withthat of another natural gas utility; however, PECO does not consider those situations as posing a material competitive or financial threat. PECO’s kWh sales and peak electricity load are generally higher during the summer and winter months, when temperature extremescreate demand for either summer cooling or winter heating. PECO’s highest peak load occurred on July 22, 2011 and was 8,983 MW; itshighest peak load during winter months occurred on January 7, 2014 and was 7,148 MW. PECO’s natural gas sales are generally higher during the winter months when cold temperatures create demand for winter heating.PECO’s highest daily natural gas send out occurred on January 7, 2014 and was 760 mmcf. Retail Electric Services PECO’s retail electric sales and distribution service revenues are derived pursuant to rates regulated by the PAPUC. Pennsylvaniapermits competition by competitive electric generation suppliers for the supply of retail electricity while retail transmission and distributionservice remains regulated under the Competition Act. At December 31, 2013, there were 87 competitive electric generation suppliers servingPECO customers. At December 31, 2013, the number of retail customers purchasing energy from a competitive electric generation supplierwas 531,500 representing approximately 34% of total retail customers. Retail deliveries purchased from competitive electric generationsuppliers represented approximately 68% of PECO’s retail kWh sales for the year ended December 31, 2013. Customers that choose acompetitive electric generation supplier are not subject to rates for PECO’s electric supply procurement costs and retail transmission servicecharges. PECO presents on customer bills its electric supply Price to Compare, which is updated quarterly, to assist customers with theevaluation of offers from competitive electric generation suppliers. Customer choice program activity affects revenue collected from customers related to supplied energy; however, that activity has noimpact on electric revenue net of purchased power expense or PECO’s financial position. PECO’s cost of electric supply is passed directlythrough to default service 23Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.customers without markup and those rates are subject to adjustment at least quarterly to recover or refund the difference between PECO’sactual cost of electricity delivered and the amount included in rates through the GSA. For those customers that choose a competitive electricgeneration supplier, PECO acts as the billing agent but does not record revenues or purchase power expense related to this electric supply.PECO remains the distribution service provider for all customers in its service territory and charges a regulated rate for distribution service. Procurement Proceedings. PECO’s electric supply for its customers is procured through contracts executed in accordance with itsPAPUC-approved DSP Programs. PECO entered into contracts with PAPUC-approved bidders, including Generation, as part of its DSP Icompetitive procurements conducted since June 2009 for its default electric supply beginning January 2011, which included fixed price fullrequirement contracts for all procurement classes, spot market price full requirements contracts for the commercial and industrialprocurement classes, and block energy contracts for the residential procurement class. In September 2012, PECO completed its lastcompetitive procurement for electric supply under its first DSP Program, which expired on May 31, 2013. On October 12, 2012, the PAPUC approved PECO’s second DSP Program, which was filed with the PAPUC in January 2012. Theplan outlines how PECO is purchasing electric supply for default service customers from June 1, 2013 through May 31, 2015. Pursuant tothe second DSP Program, PECO is procuring electric supply through five competitive procurements for fixed price full requirementscontracts of two years or less for the residential and small and medium commercial classes and spot market price full requirement contractsfor the large commercial and industrial class load. In December 2012 and February 2013, PECO entered into contracts with PAPUC-approved bidders, including Generation, for its residential and small and medium commercial classes that began in June 2013. InSeptember 2013, PECO entered into contracts with PAPUC-approved bidders, including Generation, for its residential and small andmedium commercial classes that began in December 2013. In January 2014, PECO entered into contracts with PAPUC-approved bidders,including Generation, for its residential and small, medium and large commercial classes that will begin in June 2014. Charges incurred forelectric supply procured through contracts with Generation are included in purchased power from affiliates on PECO’s Statement ofOperations and Comprehensive Income. The second DSP Program also includes a number of retail market enhancements recommended by the PAPUC in its previouslyissued Retail Markets Intermediate Work Plan Order. PECO was also directed to allow its low-income Customer Assistance Program (CAP)customers to purchase their generation supply from competitive electric generation suppliers beginning April 1, 2014. On May 1, 2013,PECO filed a Petition for Approval of its CAP Shopping Plan with the PAPUC, which the PAPUC granted and denied in part on January 9,2014. PECO and other parties to the proceeding filed petitions for reconsideration of the Commission’s decision on February 10, 2014, andthese petitions are currently pending before the PAPUC. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information. Smart Meter, Smart Grid and Energy Efficiency Programs Smart Meter and Smart Grid Programs. In April 2010, the PAPUC approved PECO’s Smart Meter Procurement and Installation Plan,which was filed in accordance with the requirements of Act 129. Also, in April 2010, PECO entered into a Financial Assistance Agreementwith the DOE for SGIG funds under the ARRA of 2009. Under the SGIG, PECO has been awarded $200 million, the maximum grantallowable under the program, for its SGIG project—Smart Future Greater Philadelphia. The SGIG funds are being used to offset the totalimpact to ratepayers of the smart meter deployment required by Act 129. On January 18, 2013, PECO filed with the PAPUC its universaldeployment plan for approval of its proposal to deploy the remainder of the 1.6 million smart meters on an accelerated basis by the 24Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.end of 2014. On May 31, 2013, PECO and interested parties filed a Joint Petition for Settlement of the universal deployment plan with thePAPUC, which was approved without modification on August 15, 2013. In total, PECO currently expects to spend up to $595 million and$120 million on its smart meter and smart grid infrastructure, respectively, before considering the $200 million SGIG. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information. Energy Efficiency Programs. PECO’s PAPUC-approved Phase I EE&C plan had a four-year term that began on June 1, 2009 andconcluded on May 31, 2013. The Phase I Plan sets forth how PECO would meet the required reduction targets established by Act 129’sEE&C provisions, which included a 3% reduction in electric consumption in PECO’s service territory and a 4.5% reduction in PECO’sannual system peak demand in the 100 hours of highest demand by May 31, 2013. The peak demand period ended on September 30, 2012and PECO communicated its compliance with the reduction targets in a preliminary report with the PAPUC on March 1, 2013. The finalcompliance report was filed with the PAPUC on November 15, 2013. The PAPUC issued its Phase II EE&C implementation order on August 2, 2012, that provides energy consumption reductionrequirements for the second phase of Act 129’s EE&C programs, which went into effect on June 1, 2013. The PAPUC deferred a decision onpeak demand reduction requirements until late 2013. On February 28, 2013, the PAPUC approved PECO’s three-year EE&C Phase II planthat was filed with the PAPUC on November 1, 2012, and sets forth how PECO will reduce electric consumption by at least 1,125,852 MWhin its service territory for the period June 1, 2013 through May 31, 2016. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information. Natural Gas PECO’s natural gas sales and distribution service revenues are derived through natural gas deliveries at rates regulated by thePAPUC. PECO’s purchased natural gas cost rates, which represent a significant portion of total rates, are subject to quarterly adjustmentsdesigned to recover or refund the difference between the actual cost of purchased natural gas and the amount included in rates withoutmarkup through the PGC. PECO’s natural gas customers have the right to choose their natural gas suppliers or to purchase their gas supply from PECO at cost.At December 31, 2013, the number of retail customers purchasing natural gas from a competitive natural gas supplier was 66,400,representing approximately 13% of total retail customers. Retail deliveries purchased from competitive natural gas suppliers representedapproximately 19% of PECO’s mmcf sales for the year ended December 31, 2013. PECO provides distribution, billing, metering,installation, maintenance and emergency response services at regulated rates to all its customers in its service territory. Procurement Proceedings. PECO’s natural gas supply is purchased from a number of suppliers primarily under long-term firmtransportation contracts for terms of up to three years in accordance with its annual PAPUC PGC settlement. PECO’s aggregate annual firmsupply under these firm transportation contracts is 34 million dekatherms. Peak natural gas is provided by PECO’s liquefied natural gas(LNG) facility and propane-air plant. PECO also has under contract 21 million dekatherms of underground storage through serviceagreements. Natural gas from underground storage represents approximately 30% of PECO’s 2013-2014 heating season planned supplies. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information. 25Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Construction Budget PECO’s business is capital intensive and requires significant investments primarily in electric transmission and electric and naturalgas distribution facilities to ensure the adequate capacity, reliability and efficiency of its system. PECO, as a transmission facilities owner,has various construction commitments under PJM’s RTEP as discussed in Note 3 of the Combined Notes to Consolidated FinancialStatements. PECO’s most recent estimate of capital expenditures for plant additions and improvements for 2014 is $625 million, whichincludes RTEP projects and capital expenditures related to the smart meter and smart grid project net of expected SGIG DOEreimbursements. BGE BGE is engaged principally in the purchase and regulated retail sale of electricity and the provision of transmission and distributionservices to retail customers in central Maryland, including the City of Baltimore, as well as the purchase and regulated retail sale of naturalgas and the provision of distribution services to retail customers in central Maryland, including the City of Baltimore. BGE is a public utilityunder the Public Utilities Article of the Maryland Annotated Code subject to regulation by the MDPSC as to electric and gas distribution ratesand service, the issuances of certain securities and certain other aspects of BGE’s operations. BGE is a public utility under the FederalPower Act subject to regulation by FERC as to transmission rates and certain other aspects of BGE’s business and by the U.S. Departmentof Transportation as to pipeline safety and other areas of gas operations. Specific operations of BGE are subject to the jurisdiction of variousother Federal, state, regional and local agencies. Additionally, BGE is also subject to NERC mandatory reliability standards. BGE serves an estimated population of 2.8 million in its 2,300 square mile combined electric and gas retail service territory. BGEprovides electric distribution service in an area of approximately 2,300 square miles and gas distribution service in an area of approximately800 square miles, both with a population of approximately 2.8 million, including approximately 621,000 in the City of Baltimore. BGEdelivers electricity to approximately 1.2 million customers and natural gas to approximately 655,000 customers. BGE has the necessary authorizations to provide regulated electric and natural gas distribution services in the various municipalitiesand territories in which it now supplies such services. With respect to electric distribution service, BGE’s authorizations consist of charterrights, a state-wide franchise grant and a franchise grant from the City of Baltimore. The franchise rights are not exclusive and are perpetual.With respect to natural gas distribution service, BGE’s authorizations consist of charter rights, a perpetual state-wide franchise grant, andfranchises granted by all the municipalities and/or governmental bodies in which BGE now supplies services. The franchise grants are notexclusive; some are perpetual and some are for a limited duration, which BGE anticipates being able to extend or replace prior to expiration. BGE’s kWh sales and peak electricity load are generally higher during the summer and winter months, when temperature extremescreate demand for either summer cooling or winter heating. BGE’s highest peak load occurred on July 21, 2011 and was 7,236 MW; itshighest peak load during winter months occurred on January 7, 2014 and was 6,526 MW. BGE’s natural gas sales are generally higher during the winter months when cold temperatures create demand for winter heating.BGE’s highest daily natural gas send out occurred on February 5, 2007 and was 840 mmcf. The demand for electricity and gas is affected by weather and usage conditions. The MDPSC has allowed BGE to record a monthlyadjustment to its electric and gas distribution revenues from all residential customers, commercial electric customers, the majority of largeindustrial electric customers, and all firm service gas customers to eliminate the effect of abnormal weather and usage patterns per 26Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.customer on BGE’s electric and gas distribution volumes, thereby recovering a specified dollar amount of distribution revenues percustomer, by customer class, regardless of changes in consumption levels. This adjustment allows BGE to recognize revenues at MDPSC-approved levels per customer, regardless of what actual distribution volumes were for a billing period (referred to as “revenue decoupling”).Therefore, while these revenues are affected by customer growth, they will not be affected by actual weather or usage conditions. BGE billsor credits affected customers in subsequent months for the difference between approved revenue levels under revenue decoupling and actualcustomer billings. Retail Electric Services BGE’s retail electric sales and distribution service revenues are derived from electricity deliveries at rates regulated by the MDPSC. Asa result of the deregulation of electric generation in Maryland effective July 1, 2000, all customers can choose a competitive electric generationsupplier. While BGE does not sell electric supply to all customers in its service territory, BGE continues to deliver electricity to all customersand provides meter reading, billing, emergency response, and regular maintenance services. Customer choice program activity affectsrevenue collected from customers related to supplied energy; however, that activity has minimal impact on electric revenue net of purchasedpower expense or BGE’s financial position. At December 31, 2013, there were 73 competitive electric generation suppliers serving BGEcustomers. At December 31, 2013, the number of retail customers purchasing energy from a competitive electric generation supplier wasapproximately 399,000, representing 32% of total retail customers. Retail deliveries purchased from competitive electric generation suppliersrepresented approximately 61% of BGE’s retail kWh sales for the year ended December 31, 2013. BGE is obligated to provide market-based SOS to all of its electric customers. The SOS rates charged recover BGE’s wholesale powersupply costs and include an administrative fee. The administrative fee includes a commercial and industrial shareholder return componentand an incremental cost component. Bidding to supply BGE’s market-based SOS occurs through a competitive bidding process approved bythe MDPSC. Successful bidders, which may include Generation, will execute contracts with BGE for terms of three months or two years. BGE is obligated by the MDPSC to provide several variations of SOS to commercial and industrial customers depending on customerload. Electric Distribution Rate Cases. In December 2010, the MDPSC issued an abbreviated electric rate order authorizing BGE toincrease electric distribution rates for service rendered on or after December 4, 2010 by no more than $31 million. In March 2011, theMDPSC issued a comprehensive rate order setting forth the details of the decision contained in its abbreviated combined electric and gasdistribution rate order issued in December 2010. As part of the March 2011 comprehensive rate order, BGE was authorized to defer $19million of costs as regulatory assets. These costs are being recovered over a 5-year period beginning in December 2010 and include thedeferral of $16 million of storm costs incurred in February 2010. The regulatory asset for the storm costs earns the authorized rate of return. On July 27, 2012, BGE filed an application for an increase to its electric base rates with the MDPSC. On February 22, 2013, theMDPSC issued an order in BGE’s 2012 electric rate case for increases in annual distribution service revenue of $81 million. The electricdistribution rate increase was set using an allowed return on equity of 9.75%. On May 17, 2013, BGE filed an application for an increase to its electric base rates with the MDPSC. On December 13, 2013, theMDPSC issued an order in BGE’s 2013 electric distribution rate case authorizing an increase in annual distribution service revenue of $34million. The electric distribution rate increase was set using an allowed return on equity of 9.75%. The approved electric distribution ratebecame effective for services rendered on or after December 13, 2013. 27Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Smart Meter and Energy Efficiency Programs Smart Meter Programs. In August 2010, the MDPSC approved BGE’s $480 million SGIP, which includes deployment of a two-waycommunications network, 2 million smart electric and gas meters and modules, new customer pricing programs, a new customer webportal and numerous enhancements to BGE operations. Also, in April 2010, BGE entered into a Financial Assistance Agreement with theDOE for SGIG funds under the ARRA of 2009. Under the SGIG, BGE has been awarded $200 million, the maximum grant allowableunder the program, to support its Smart Grid, Peak Rewards and CC&B initiatives. The SGIG funding is being used to reduce significantlythe rate impact of those investments on BGE customers. As of December 31, 2013, BGE has billed the entire $200 million grant to theDOE. Energy Efficiency Programs. BGE’s energy efficiency programs include a CFL program, retrofit programs, an energy efficientappliance rebate and trade-in program, rebates and energy efficiency programs for non-profit, educational, governmental and businesscustomers, customer incentives for energy management programs and incentives to help customers reduce energy demand during peakperiods. The MDPSC initially approved a full portfolio of conservation programs as well as a customer surcharge to recover the associatedcosts. This customer surcharge is updated annually. In December 2011, the MDPSC approved BGE’s conservation programs forimplementation in 2012 through 2014. Natural Gas BGE’s natural gas sales are derived pursuant to a MBR mechanism that applies to customers who buy their gas from BGE. Under thismechanism, BGE’s actual cost of gas is compared to a market index (a measure of the market price of gas in a given period). The differencebetween BGE’s actual cost and the market index is shared equally between shareholders and customers. Customer choice program activityaffects revenue collected from customers related to supplied natural gas; however, that activity has minimum impact on gas revenue net ofpurchased power expense or BGE’s financial position. At December 31, 2013, there were 41 competitive natural gas suppliers serving BGEcustomers. At December 31, 2013, the number of retail customers purchasing fuel from a competitive natural gas supplier wasapproximately 172,000 representing 26% of total retail customers. Retail deliveries purchased from competitive natural gas suppliersrepresented approximately 54% of BGE’s retail mmcf sales for the year ended December 31, 2013. BGE must secure fixed price contracts for at least 10%, but not more than 20%, of forecasted system supply requirements for flowing(i.e., non-storage) gas for the November through March period. These fixed price contracts are recovered under the MBR mechanism and arenot subject to sharing. BGE meets its natural gas load requirements through firm pipeline transportation and storage entitlements. BGE’scurrent pipeline firm transportation entitlements to serve its firm loads are 362 mmcf per day. BGE’s current maximum storage entitlements are 284 mmcf per day. To supplement its gas supply at times of heavy winter demandsand to be available in temporary emergencies affecting gas supply, BGE has: • a liquefied natural gas facility for the liquefaction and storage of natural gas with a total storage capacity of 1,055 mmcf and a dailycapacity of 332 mmcf, • a liquefied natural gas facility for natural gas system pressure support with a total storage capacity of 6 mmcf and a daily capacity of6 mmcf, and • a propane air facility and a mined cavern with a total storage capacity equivalent to 546 mmcf and a daily capacity of 85 mmcf. BGE has under contract sufficient volumes of propane for the operation of the propane air facility and is capable of liquefying sufficientvolumes of natural gas during the summer months for operations 28Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of its liquefied natural gas facility during peak winter periods. BGE historically has been able to arrange short-term contracts or exchangeagreements with other gas companies in the event of short-term disruptions to gas supplies or to meet additional demand. BGE also participates in the interstate markets by releasing pipeline capacity or bundling pipeline capacity with gas for off-system sales.Off-system gas sales are low-margin direct sales of gas to wholesale suppliers of natural gas. Earnings from these activities are sharedbetween shareholders and customers. BGE makes these sales as part of a program to balance its supply of, and cost of, natural gas. Natural Gas Distribution Rate Cases. In December 2010, the MDPSC issued a rate order authorizing BGE to increase the gasdistribution base revenue requirement for service rendered on or after December 4, 2010 by no more than $9.8 million. In March 2011, theMDPSC issued a comprehensive rate order setting forth the details of the decision contained in its abbreviated combined electric and gasdistribution rate order issued in December 2010. On July 27, 2012, BGE filed an application for an increase to its gas base rates with the MDPSC. On February 22, 2013, the MDPSCissued an order in BGE’s 2012 gas rate case for increases in annual distribution service revenue of $32 million. The electric distribution rateincrease was set using an allowed return on equity of 9.60%. On May 17, 2013, BGE filed an application for an increase to its gas base rates with the MDPSC. On December 13, 2013, theMDPSC issued an order in BGE’s 2013 natural gas distribution rate case authorizing an increase in annual distribution service revenue of$12 million. The gas distribution rate increase was set using an allowed return on equity of 9.60%. The approved natural gas distribution ratebecame effective for services rendered on or after December 13, 2013. Construction Budget BGE’s business is capital intensive and requires significant investments primarily in electric and natural gas distribution and electrictransmission facilities to ensure the adequate capacity, reliability and efficiency of its system. BGE, as a transmission facilities owner, hasvarious construction commitments under PJM’s RTEP as discussed in Note 3 of the Combined Notes to Consolidated FinancialStatements. BGE’s most recent estimate of capital expenditures for plant additions and improvements for 2014 is approximately $600million, which includes capital expenditures related to the SGIP net of expected SGIG DOE reimbursements. ComEd, PECO and BGE Transmission Services ComEd, PECO and BGE provide unbundled transmission service under rates approved by FERC. FERC has used its regulation oftransmission to encourage competition for wholesale generation services and the development of regional structures to facilitate regionalwholesale markets. Under FERC’s open access transmission policy promulgated in Order No. 888, ComEd, PECO and BGE, as ownersof transmission facilities, are required to provide open access to their transmission facilities under filed tariffs at cost-based rates. ComEd,PECO and BGE are required to comply with FERC’s Standards of Conduct regulation governing the communication of non-publicinformation between the transmission owner’s employees and wholesale merchant employees. PJM is the ISO and the FERC-approved RTO for the Mid-Atlantic and Midwest regions. PJM is the transmission provider under, andthe administrator of, the PJM Open Access Transmission Tariff (PJM Tariff), operates the PJM energy, capacity and other markets, and,through central dispatch, controls 29Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the day-to-day operations of the bulk power system for the PJM region. ComEd, PECO and BGE are members of PJM and provide regionaltransmission service pursuant to the PJM Tariff. ComEd, PECO, BGE and the other transmission owners in PJM have turned over controlof their transmission facilities to PJM, and their transmission systems are currently under the dispatch control of PJM. Under the PJM Tariff,transmission service is provided on a region-wide, open-access basis using the transmission facilities of the PJM members at rates based onthe costs of transmission service. ComEd’s transmission rates are established based on a formula that was approved by FERC in January 2008. FERC’s orderestablishes the agreed-upon treatment of costs and revenues in the determination of network service transmission rates and the process forupdating the formula rate calculation on an annual basis. PECO default service customers are charged for retail transmission services through a rider designed to recover PECO’s PJMtransmission network service charges and RTEP charges on a full and current basis in accordance with the 2010 electric distribution ratecase settlement. The transmission rate in the PJM Open Access Transmission Tariff under which PECO incurs costs to serve its default servicecustomers and earns revenue as a transmission facility owner is a FERC-approved rate. This is the rate that all load serving entities in thePECO transmission zone pay for wholesale transmission service. BGE’s transmission rates are established based on a formula that was approved by FERC in April 2006. FERC’s order establishes theagreed-upon treatment of costs and revenues in the determination of network service transmission rates and the process for updating theformula rate calculation on an annual basis. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information regarding transmission services. Employees As of December 31, 2013, Exelon and its subsidiaries had 25,829 employees in the following companies, of which 8,602 or 33%were covered by collective bargaining agreements (CBAs): IBEW Local 15 IBEW Local 614 Other CBAs Total EmployeesCovered by CBAs TotalEmployees Generation 1,690 100 1,973 3,763 11,973 ComEd 3,487 — — 3,487 5,895 PECO — 1,254 — 1,254 2,418 BGE — — — — 3,303 Other 71 — 27 98 2,240 Total 5,248 1,354 2,000 8,602 25,829 (a)A separate CBA between ComEd and IBEW Local 15, ratified on October 10, 2012, covers approximately 32 employees in ComEd’s System Services Group.Generation’s and ComEd’s separate CBAs with IBEW Local 15 were extended through February 28, 2014.(b)1,254 PECO craft and call center employees in the Philadelphia service territory are covered by CBAs with IBEW Local 614. The CBAs expire on March 31, 2015.Additionally, Exelon Power, an operating unit of Generation, has an agreement with IBEW Local 614, which expires on November 3, 2016 and covers 107employees.(c)During 2013, Generation finalized a CBA with the Security Officer union at Oyster Creek, which will expire in 2016. Additionally, during 2013, three other 3-yearagreements were negotiated: Power, IBEW Local 614, which will expire in 2016; New England ENEH, UWUA Local 369, which will expire in 2017; and NewEnergy IUOE Local 95-95A, which will expire in 2016. During 2012, Generation finalized CBAs with the Security Officer unions at Byron, Clinton and TMI, whichexpire between 2015 and 2016. During 2011, Generation finalized CBAs with the Security Officer unions at Braidwood, 30(a)(b)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Dresden, LaSalle and Quad Cities, which expire between 2014 and 2015. During 2010, Generation entered into a CBA with the Security Officer union at Limerick,which expires in 2014. Additionally, during 2009, a 5-year agreement was reached with Oyster Creek Nuclear Local 1289, which expires in 2015.(d)Other includes shared services employees at BSC. Environmental Regulation General Exelon, Generation, ComEd, PECO and BGE are subject to comprehensive and complex legislation regarding environmental mattersby the federal government and various state and local jurisdictions in which they operate their facilities. The Registrants are also subject toregulations administered by the U.S. EPA and various state and local environmental protection agencies. Federal, state and local regulationincludes the authority to regulate air, water, and solid and hazardous waste disposal. The Exelon board of directors is responsible for overseeing the management of environmental matters. Exelon has a managementteam to address environmental compliance and strategy, including the CEO; the Senior Vice President, Corporate Strategy and ChiefSustainability Officer; the Corporate Environmental Strategy Director and the Environmental Regulatory Strategy Director, as well as seniormanagement of Generation, ComEd, PECO and BGE. Performance of those individuals directly involved in environmental compliance andstrategy is reviewed and affects compensation as part of the annual individual performance review process. The Exelon board has delegatedto its corporate governance committee authority to oversee Exelon’s compliance with laws and regulations and its strategies and efforts toprotect and improve the quality of the environment, including, Exelon’s climate change and sustainability policies and programs, and Exelon2020, Exelon’s comprehensive business and environmental plan, as discussed in further detail below. The Exelon board has also delegatedto its generation oversight committee authority to oversee environmental, health and safety issues relating to Generation. The respectiveboards of ComEd, PECO and BGE, which each include directors who also serve on the Exelon board, oversee environmental, health andsafety issues related to ComEd, PECO and BGE. Air Quality Air quality regulations promulgated by the U.S. EPA and the various state and local environmental agencies in Illinois, Maryland,Massachusetts, New York, Pennsylvania and Texas in accordance with the Federal Clean Air Act impose restrictions on emission ofparticulates, sulfur dioxide (SO), nitrogen oxides (NO), mercury and other pollutants and require permits for operation of emissionssources. Such permits have been obtained by Exelon’s subsidiaries and must be renewed periodically. The Clean Air Act establishes acomprehensive and complex national program to reduce substantially air pollution from power plants. Advanced emission controls for SOand NOx have been installed at all of Generation’s co-owned bituminous coal-fired units. See Note 22 of the Combined Notes to Consolidated Financial Statements for additional information regarding clean air regulation andlegislation in the forms of the CSAPR and CAIR, the regulation of hazardous air pollutants from coal- and oil-fired electric generating facilitiesunder MATS, and regulation of GHG emissions, in addition to NOVs issued to Generation and ComEd for alleged violations of the CleanAir Act. Water Quality Under the Clean Water Act, NPDES permits for discharges into waterways are required to be obtained from the U.S. EPA or from thestate environmental agency to which the permit program has been delegated and must be renewed periodically. Certain of Generation’spower generation facilities 312x2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.discharge industrial wastewater into waterways and are therefore subject to these regulations and operate under NPDES permits or pendingapplications for renewals of such permits after being granted an administrative extension. See Note 22 of the Combined Notes to Consolidated Financial Statements for additional information regarding the impact to Exelon ofstate permitting agencies’ administration of the Phase II rule implementing Section 316(b) of the Clean Water Act. Generation is also subject to the jurisdiction of certain other state and regional agencies and compacts, including the Delaware RiverBasin Commission and the Susquehanna River Basin Commission. Solid and Hazardous Waste The CERCLA provides for immediate response and removal actions coordinated by the U.S. EPA in the event of threatened releases ofhazardous substances into the environment and authorizes the U.S. EPA either to clean up sites at which hazardous substances havecreated actual or potential environmental hazards or to order persons responsible for the situation to do so. Under CERCLA, generators andtransporters of hazardous substances, as well as past and present owners and operators of hazardous waste sites, are strictly, jointly andseverally liable for the cleanup costs of waste at sites, most of which are listed by the U.S. EPA on the National Priorities List (NPL). ThesePRPs can be ordered to perform a cleanup, can be sued for costs associated with a U.S. EPA-directed cleanup, may voluntarily settle with theU.S. EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation under state oversightprior to listing on the NPL. Various states, including Illinois, Maryland and Pennsylvania, have also enacted statutes that contain provisionssubstantially similar to CERCLA. In addition, RCRA governs treatment, storage and disposal of solid and hazardous wastes and cleanup ofsites where such activities were conducted. Generation, ComEd, PECO and BGE and their subsidiaries are, or are likely to become, parties to proceedings initiated by the U.S.EPA, state agencies and/or other responsible parties under CERCLA and RCRA with respect to a number of sites, including MGP sites, ormay undertake to investigate and remediate sites for which they may be subject to enforcement actions by an agency or third-party. See Note 22 of the Combined Notes to Consolidated Financial Statements for additional information regarding solid and hazardouswaste regulation and legislation. Environmental Remediation ComEd’s, PECO’s and BGE’s environmental liabilities primarily arise from contamination at former MGP sites. ComEd, pursuant toan ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, have an on-going process torecover environmental remediation costs of the MGP sites through a provision within customer rates. While BGE does not have a rider forMGP clean-up costs, BGE has historically received recovery of actual clean-up costs on a site-specific basis in distribution rates. The amountto be expended in 2014 at Exelon for compliance with environmental remediation related to contamination at former MGP sites is expected tototal $40 million, consisting of $33 million, $6 million and $1 million at ComEd, PECO and BGE, respectively. Generation’s environmental liabilities primarily arise from contamination at current and former generation and waste storage facilities.As of December 31, 2013, Generation has established an appropriate liability to comply with environmental remediation requirementsincluding contamination attributable to low level radioactive residues at a storage and reprocessing facility named Latty Avenue, and at adisposal facility named West Lake Landfill, both near St. Louis, Missouri related to operations conducted by Cotter Corporation, a formerComEd subsidiary. 32Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In addition, Generation, ComEd, PECO and BGE may be required to make significant additional expenditures not presentlydeterminable for other environmental remediation costs. See Notes 3 and 22 of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’environmental remediation efforts and related impacts to the Registrants’ results of operations, cash flows and financial position. Global Climate Change Exelon believes the evidence of global climate change is compelling and that the energy industry, though not alone, is a significantcontributor to the human-caused emissions of GHGs that many in the scientific community believe contribute to global climate change, andas reported by the Intergovernmental Panel on Climate Change in their Fifth Assessment Report Summary for Policy Makers issuesSeptember 2013. Exelon, as a producer of electricity from predominantly low-carbon generating facilities (such as nuclear, hydroelectric, windand solar photovoltaic), has a relatively small GHG emission profile, or carbon footprint, compared to other domestic generators of electricity.By virtue of its significant investment in low-carbon intensity assets, Generation’s emission intensity, or rate of carbon dioxide equivalent(COe) emitted per unit of electricity generated, is among the lowest in the industry. Exelon does produce GHG emissions, primarily at itsfossil fuel-fired generating plants; CO, methane and nitrous oxide are all emitted in this process, with CO representing the largest portionof these GHG emissions. GHG emissions from combustion of fossil fuels represent the majority of Exelon’s direct GHG emissions in2013, although only a small portion of Exelon’s electric supply is from fossil generating plants. Other GHG emission sources at Exeloninclude natural gas (methane) leakage on the natural gas systems, sulfur hexafluoride (SF) leakage in its electric transmission anddistribution operations and refrigerant leakage from its chilling and cooling equipment as well as fossil fuel combustion in its motor vehiclesand usage of electricity at its facilities. Despite its focus on low-carbon generation, Exelon believes its operations could be significantly affectedby the possible physical risks of climate change and by mandatory programs to reduce GHG emissions. See ITEM 1A. RISK FACTORS forinformation regarding the market and financial, regulatory and legislative, and operational risks associated with climate change. Climate Change Regulation. Exelon is, or may become, subject to climate change regulation or legislation at the Federal, regionaland state levels. International Climate Change Regulation. At the international level, the United States has not yet ratified the United Nations KyotoProtocol, which was extended at the 2012 meeting of the United Nations Framework on Climate Change Conference of the Parties (COP18). The Kyoto Protocol now requires participating developed countries to cap GHG emissions at certain levels until 2020, when the newglobal agreement on emissions reduction is scheduled to become effective. This new global agreement for GHG emissions reductions wasagreed to only in concept during the COP18, with a timeline for establishing the global targets by 2015. On November 22, 2013, at the 2013COP 19 held in Warsaw, Poland, participating countries further agreed to provide their “intended nationally determined contributions” by thefirst quarter of 2015 in preparation for formally setting global target in 2015. The other major issues discussed at COP 19 were demands fromdeveloping countries for increased climate finance, and for a new mechanism to help especially vulnerable nations cope with unavoidable“loss and damage” resulting from climate change. Developed countries, which had previously promised to mobilize a total of $100 billion ayear by 2020, refused to set a quantified interim goal for ramping up climate finance. Federal Climate Change Legislation and Regulation. Various stakeholders, including Exelon, legislators and regulators,shareholders and non-governmental organizations, as well as other companies in many business sectors are considering ways to addressthe climate change issue, 332226Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.including the enactment of federal climate change legislation. It is highly uncertain whether Federal legislation to reduce GHG emissions willbe enacted. If such legislation is adopted, Exelon may incur costs either to further limit or offset the GHG emissions from its operations or toprocure emission allowances or credits. In June 2013, the White House released the President’s Climate Action Plan which consists of awide variety of executive actions targeting GHG reductions, preparing for the impacts of climate change and showing leadershipinternationally; but the plan did not directly trigger any new requirements or legislative action. The U.S. EPA is addressing the issue of carbon dioxide (CO2) emissions regulation for new and existing electric generating unitsthrough the New Source Performance Standards (NSPS) under Section 111 of the Clean Air Act. Pursuant to President Obama’s June 25,2013 memorandum to U.S. EPA, the Agency re-proposed a Section 111(b) regulation for new units in September 2013 that may result inmaterial costs of compliance for CO2 emissions for new fossil-fuel electric generating units, particularly coal-fired units. Under thePresident’s memorandum, the U.S. EPA is also required to propose a Section 111(d) rule no later than June 1, 2014 to establish CO2emission regulations for existing stationary sources. Regional and State Climate Change Legislation and Regulation. After a two-year program review, the nine northeast and mid-Atlantic states currently participating in the Regional Greenhouse Gas Reduction Initiative (RGGI) released an updated RGGI Model Ruleand Program Review Recommendations Summary on February 7, 2013. Under the updated RGGI program, which must be approvedpursuant to the applicable legislative and/or regulatory process in each RGGI state, the regional RGGI CO2 budget would be reduced,starting in 2014, from its current 165 million ton level to 91 million tons, with a 2.5 percent reduction in the cap level each year between2015-2020. Included in the new program are provisions for cost containment reserve (CCR) allowances, which will become available if thetotal demand for allowances, above the CCR trigger price, exceeds the number of CO2 allowances available for purchase at auction. (CCRtrigger prices are $4 in 2014, $6 in 2015, $8 in 2016 and $10 in 2017, rising 2.5 percent thereafter to account for inflation). Such an outcomecould put modest upward pressure on wholesale power prices; however, the specifics are currently uncertain. At the state level, the Illinois Climate Change Advisory Group, created by Executive Order 2006-11 on October 5, 2006, made its finalrecommendations on September 6, 2007 to meet the Governor’s GHG reduction goals. At this time, the only requirements imposed by thestate of Illinois are the energy efficiency and renewable portfolio standards in the Illinois Power Act that apply to ComEd. On December 18, 2009, Pennsylvania issued the state’s final Climate Change Action Plan. The plan sets as a target a 30 percentreduction in GHG emissions by 2020. The Climate Change Advisory Committee continues to meet quarterly to review Climate Action WorkPlans for the residential, commercial and industrial sectors. The Climate Change Action Plan does not impose any requirements onGeneration or PECO at this time. The Maryland Commission on Climate Change released its climate action plan on August 27, 2008, recommending that the statebegin implementing 42 greenhouse gas reduction strategies. One of the Plan’s policy recommendations, to adopt science-based regulatorygoals to reduce Maryland’s GHG emissions, was realized with the passage of the Greenhouse Gas Emissions Reduction Act of 2009(GGRA). The law requires Maryland to reduce its GHG emissions by 25 percent below 2006 levels by 2020. It directed the MDE to workwith other state agencies to prepare an implementation plan to meet this goal. The implementation plan was published in October of 2013.Maryland targeted electricity consumption reduction goals required under the “Empower Maryland” program, and mandatory Stateparticipation in the recently updated and enhanced RGGI Program are listed as that sector’s contribution in the plan. The plan also advocatesraising the renewable portfolio standard requirement from 22% by 2022 to 25% by 2022. 34Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon’s Voluntary Climate Change Efforts. In a world increasingly concerned about global climate change and regulatory action toreduce GHG, Exelon’s low-carbon generating fleet is seen by management as a competitive advantage. Exelon remains one of the largest,lowest carbon electric generators in the United States: nuclear for base load, natural gas for marginal and peak demand, hydro and pumpedstorage, and supplemental wind and solar renewables. As further legislation and regulation imposing requirements on emissions of GHGand air pollutants are promulgated, Exelon’s low-carbon, low-emission generation fleet will position the company to benefit from itscomparative advantage over other generation fleets. With the announcement in 2008 of Exelon 2020, Exelon set a voluntary goal to reduce, offset or displace more than 15.7 million metrictonnes of GHG emissions per year by 2020. Exelon updated that goal in 2012 following the Constellation merger to account for theintegration of former Constellation GHG goals. The updated Exelon 2020 goal is to reduce, offset or displace more than 17.5 million metrictonnes of GHG emissions by 2020. The Exelon 2020 goal encompasses three broad areas of focus: reducing or offsetting Exelon’s owncarbon footprint (with the year the asset/operations were acquired by Exelon as the baseline), helping customers and communities reducetheir GHG emissions, and offering more low-carbon electricity in the marketplace. Exelon has been maintaining strong performance towardsachieving the goal and anticipates reaching the 17.5 million tons of annual abatement well before 2020. Renewable and Alternative Energy Portfolio Standards Thirty-nine states and the District of Columbia have adopted some form of RPS requirement. As previously described, Illinois,Pennsylvania and Maryland have laws specifically addressing energy efficiency and renewable energy initiatives. In addition to state levelactivity, RPS legislation has been considered and may be considered again in the future by the United States Congress. Also, states thatcurrently do not have RPS requirements may adopt such legislation in the future. The Illinois Settlement Legislation required that procurement plans implemented by electric utilities include cost-effective renewableenergy resources or approved equivalents such as RECs in amounts that equal or exceed 2% of the total electricity that each electric utilitysupplies to its eligible retail customers by June 1, 2008, increasing to 10% by June 1, 2015, with a goal of 25% by June 1, 2025. Utilities areallowed to pass-through any costs from the procurement of these renewable resources or approved equivalents subject to legislated rateimpact criteria. As of December 31, 2013, ComEd had purchased sufficient renewable energy resources or equivalents, such as RECs, tocomply with the Illinois Settlement Legislation. See Note 3 and Note 22 of the Combined Notes to Consolidated Financial Statements foradditional information. The AEPS Act became effective for PECO on January 1, 2011, following the expiration of PECO’s transition period. During 2013,PECO was required to supply approximately 4.0% of electric energy generated from Tier I (including solar, wind power, low-impacthydropower, geothermal energy, biologically derived methane gas, fuel cells, biomass energy, coal mine methane and black liquor generatedwithin Pennsylvania) through May 31, 2013 and subsequently 4.5% beginning June 1, 2013 and continuing through May 31, 2014. PECOwas also required to supply 6.2% of electric energy generated from Tier II (including waste coal, demand-side management, large-scalehydropower, municipal solid waste, generation of electricity utilizing wood and by-products of the pulping process and wood, distributedgeneration systems and integrated combined coal gasification technology) alternative energy resources, respectively, as measured in AECs.The compliance requirements will incrementally escalate to 8.0% for Tier I and 10.0% for Tier II by 2021. In order to comply with theserequirements, PECO entered into agreements with varying terms with accepted bidders, including Generation, to purchase non-solar Tier I,solar Tier 1 and Tier II AECs. PECO also purchases AECs through its DSP Program full requirement contracts. 35Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 7-703 of the Public Utilities Article in Maryland sets forth the RPS requirement, which applies to all retail electricity sales inMaryland by electricity suppliers. The RPS requirement requires that suppliers obtain a specified percentage of the electricity it sells from Tier1 sources (solar, wind, biomass, methane, geothermal, ocean, fuel cell, small hydroelectric, and poultry litter) and Tier 2 sources(hydroelectric, other than pump storage generation, and waste-to-energy). The RPS requirement began in 2006, requiring that suppliersprocure 1.0% and 2.5% from Tier 1 and Tier 2 sources, respectively, escalating in 2022 to 22.0% from Tier 1 sources, including at least 2.0%from solar energy, and a phase out of Tier 2 resource options by 2022. In 2013, 8.2% was required from Tier 1 renewable sources, includingat least 0.25% derived from solar energy, and 2.5% from Tier 2 renewable sources. The wholesale suppliers that supply power to the state’sutilities through the SOS procurement auctions have the obligation, by contract with those utilities, to comply with and provide itsproportional share of the RPS requirements. Similar to ComEd, PECO and BGE, Generation’s retail electric business must source a portion of the electric load it serves in many ofthe states in which it does business from renewable resources or approved equivalents such as RECs. Potential regulation and legislationregarding renewable and alternative energy resources could increase the pace of development of wind and other renewable/alternative energyresources, which could put downward pressure on wholesale market prices for electricity in some markets where Exelon operates generationassets. At the same time, such developments may present some opportunities for sales of Generation’s renewable power, including fromwind, solar, hydroelectric and landfill gas. See Note 3 and Note 22 of the Combined Notes to Consolidated Financial Statements for additional information. Executive Officers of the Registrants as of February 13, 2014 Exelon Name Age Position PeriodCrane, Christopher M. 55 Chief Executive Officer, Exelon; 2012 - Present Chairman, ComEd, PECO & BGE 2012 - Present President, Exelon 2008 - Present President, Generation 2008 - 2013 Chief Operating Officer, Exelon 2008 - 2012 Chief Operating Officer, Generation 2007 - 2010Cornew, Kenneth W. 48 Senior Executive Vice President and Chief Commercial Officer, Exelon; 2013 - Present President and CEO, Generation 2013 - Present Executive Vice President and Chief Commercial Officer, Exelon 2012 - 2013 President and Chief Executive Officer, Constellation 2012 - 2013 Senior Vice President, Exelon; President, Power Team 2008 - 2012O’Brien, Denis P. 53 Senior Executive Vice President, Exelon; Chief Executive Officer, ExelonUtilities 2012 - Present Vice Chairman, ComEd, PECO, BGE 2012 - Present Chief Executive Officer, PECO; Executive Vice President, Exelon 2007 - 2012 President and Director, PECO 2003 - 2012 36Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Name Age Position PeriodPramaggiore, Anne R. 55 Chief Executive Officer, ComEd 2012 - Present President, ComEd 2009 - Present Chief Operating Officer, ComEd 2009 - 2012 Executive Vice President, Customer Operations, Regulatory and ExternalAffairs, ComEd 2007 - 2009Adams, Craig L. 61 President and Chief Executive Officer, PECO 2012 - Present Senior Vice President and Chief Operating Officer, PECO 2007 - 2012DeFontes Jr., Kenneth W. 63 President and Chief Executive Officer, BGE 2004 - Present(a) Senior Vice President, Constellation Energy 2004 - 2012Gillis, Ruth Ann M. 59 Executive Vice President, Exelon 2008 - Present Chief Administrative Officer, Exelon 2010 - Present President, Exelon Business Services Company 2005 - Present Chief Diversity Officer, Exelon 2009 - 2012Von Hoene Jr., William A. 60 Senior Executive Vice President and Chief Strategy Officer, Exelon 2012 - Present Executive Vice President, Finance and Legal, Exelon 2009 - 2012 Executive Vice President and General Counsel, Exelon 2008 - 2009 Senior Vice President, Exelon Business Services Company 2004 - 2009Thayer, Jonathan W. 42 Executive Vice President and Chief Financial Officer, Exelon 2012 - Present Senior Vice President and Chief Financial Officer, Constellation Energy;Treasurer, Constellation Energy 2008 - 2012Aliabadi, Paymon 51 Executive Vice President and Chief Risk Officer, Exelon 2013 - Present Managing Director, Gleam Capital Management 2012 - 2013 Principal and Managing Director, Gunvor International 2009 - 2011 Chief Executive Officer, Essent Trading International 2004 - 2009DesParte, Duane M. 50 Senior Vice President and Corporate Controller, Exelon 2008 - Present Generation Name Age Position PeriodCornew, Kenneth W. 48 Senior Executive Vice President and Chief Commercial Officer, Exelon; 2013 - Present President and CEO, Generation 2013 - Present Executive Vice President and Chief Commercial Officer, Exelon 2012 - 2013 President and Chief Executive Officer, Constellation 2012 - 2013 Senior Vice President, Exelon; President, Power Team 2008 - 2012 37Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Name Age Position PeriodPacilio, Michael J. 53 President, Exelon Nuclear; Senior Vice President 2010 - Present and Chief Nuclear Officer, Generation Chief Operating Officer, Exelon Nuclear 2007 - 2010Nigro, Joseph 49 Executive Vice President, Exelon; Chief Executive Officer, Constellation 2013 - Present Senior Vice President, Portfolio Management and Strategy 2012 - 2013 Vice President, Structuring and Portfolio Management, Exelon Power Team 2010 - 2012DeGregorio, Ronald 51 Senior Vice President, Generation; President, Exelon Power 2012 - Present Chief Integration Officer, Exelon 2011 - 2012 Chief Operating Officer, Exelon Transmission Company 2010 - 2011 Senior Vice President, Mid-Atlantic Operations, Exelon Nuclear 2007 - 2010Wright, Bryan P. 47 Senior Vice President and Chief Financial Officer, Generation 2013 - Present Senior Vice President, Corporate Finance, Exelon 2012 - 2013 Chief Accounting Officer, Constellation Energy 2009 - 2012 Vice President and Controller, Constellation Energy 2008 - 2012Aiken, Robert 47 Vice President and Controller, Generation 2012 - Present Executive Director and Assistant Controller, 2011 - 2012 Constellation Executive Director of Operational Accounting, 2009 - 2011 Constellation Energy Commodities Group Vice President of International Accounting, 2007 - 2009 Constellation Energy Commodities Group ComEd Name Age Position PeriodPramaggiore, Anne R. 55 Chief Executive Officer, ComEd 2012 - Present President, ComEd 2009 - Present Chief Operating Officer, ComEd 2009 - 2012 Executive Vice President, Customer Operations, Regulatory and ExternalAffairs, ComEd 2007 - 2009Donnelly, Terence R. 53 Executive Vice President and Chief Operating Officer, ComEd 2012 - Present Executive Vice President, Operations, ComEd 2009 - 2012 Senior Vice President, Transmission and Distribution, ComEd 2007 - 2009Trpik Jr., Joseph R. 44 Senior Vice President, Chief Financial Officer and Treasurer, ComEd 2009 - Present Vice President & Assistant Corporate Controller, Exelon Business ServicesCompany 2007 - 2009 Vice President and Assistant Corporate Controller, Exelon 2004 - 2009 38Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Name Age Position PeriodJensen, Val 58 Senior Vice President, Customer Operations, ComEd 2012 - Present Vice President, Marketing and Environmental Programs, ComEd 2008 - 2012O’Neill, Thomas S. 51 Senior Vice President, Regulatory and Energy Policy and GeneralCounsel, ComEd 2010 - Present Senior Vice President, Exelon 2009 - 2010 Senior Vice President, New Business Development, Generation; SeniorVice President, New Business Development, Exelon 2009 - 2009 Vice President, New Plant Development, Generation 2007 - 2009Marquez Jr., Fidel 52 Senior Vice President, Governmental and External Affairs, Exelon 2012 - Present Senior Vice President, Customer Operations, ComEd 2009 - 2012 Vice President of External Affairs and Large Customer Services, ComEd 2007 - 2009Brookins, Kevin B. 52 Senior Vice President, Strategy & Administration, ComEd 2012 - Present Vice President, Operational Strategy and Business Intelligence, ComEd 2010 - 2012 Vice President, Distribution System Operations, ComEd 2008 - 2010Anthony, J. Tyler 49 Senior Vice President, Distribution Operations, ComEd 2010 - Present Vice President, Transmission and Substations, ComEd 2007 - 2010Kozel, Gerald J. 41 Vice President, Controller, ComEd 2013 - Present Assistant Corporate Controller, Exelon 2012 - 2013 Director of Financial Reporting and Analysis, Exelon 2009 - 2012 Manager of Accounting, ComEd 2008 - 2009 PECO Name Age Position PeriodAdams, Craig L. 61 President and Chief Executive Officer, PECO 2012 - Present Senior Vice President and Chief Operating Officer, PECO 2007 - 2012Barnett, Phillip S. 50 Senior Vice President and Chief Financial Officer, PECO 2007 - Present Treasurer, PECO 2012 - PresentInnocenzo, Michael A. 48 Senior Vice President and Chief Operations Officer, PECO 2012 - Present Vice President, Distribution System Operations and Smart Grid/SmartMeter, PECO 2010 - 2012 Vice President, Distribution System Operations 2007 - 2010 39Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Name Age Position PeriodWebster Jr., Richard G. 52 Vice President, Regulatory Policy and Strategy, PECO 2012 - Present Director of Rates and Regulatory Affairs 2007 - 2012Murphy, Elizabeth A. 54 Vice President, Governmental and External Affairs, PECO 2012 - Present Director, Governmental & External Affairs, PECO 2007 - 2012Jiruska, Frank J. 53 Vice President, Customer Operations, PECO 2013 - PresentDiaz Jr., Romulo L. 67 Vice President and General Counsel, PECO 2012 - Present Vice President, Governmental and External Affairs, PECO 2009 - 2012 Associate General Counsel, Exelon 2008 - 2009Bailey, Scott A. 37 Vice President and Controller, PECO 2012 - Present Assistant Controller, Generation 2011 - 2012 Director of Accounting, Power Team 2007 - 2011 BGE Name Age Position PeriodDeFontes Jr., Kenneth W. 63 President and Chief Executive Officer, BGE 2004 - Present(a) Senior Vice President, Constellation Energy 2004 - 2012Woerner, Stephen J. 46 Chief Operating Officer, BGE 2012 - Present Senior Vice President, BGE 2009 - Present Vice President and Chief Integration Officer, Constellation Energy 2011 - 2012 Vice President and Chief Information Officer, Constellation Energy 2010 - 2011 Vice President, Transformation, Constellation Energy 2009 - 2010 Senior Vice President, Gas and Electric Operations and Planning,BGE 2007 - 2009Khouzami, Carim V. 38 Senior Vice President, Chief Financial Officer and Treasurer, BGE 2013 - Present Vice President, Chief Financial Officer and Treasurer, BGE 2011 - 2013 Executive Director, Investor Relations, Constellation Energy 2009 - 2011 Director, Corporate Strategy and Development, Constellation Energy 2008 - 2009Butler, Calvin 44 Senior Vice President, Regulatory and External Affairs, BGE 2013 - Present(a) Senior Vice President, Corporate Affairs, Exelon 2011 - 2013 Senior Vice President, Human Resources, Exelon 2010 - 2011 Senior Vice President, Corporate Affairs, ComEd 2009 - 2010 40Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Name Age Position PeriodCase, Mark D. 52 Vice President, Strategy and Regulatory Affairs, BGE 2012 - Present Senior Vice President, Strategy and Regulatory Affairs, BGE 2007 - 2012Dodson, Carol A. 49 Vice President, Customer Operations, BGE 2013 - Present Chief Customer Officer, BGE 2013 - Present Vice President, Utility Oversight, BSC 2012 - 2013 Vice President, Engineering and Project Management, BGE 2012 - 2012 Senior Vice President, Asset Management Services, BGE 2009 - 2012Gahagan, Daniel P. 60 Vice President and General Counsel, BGE 2007 - PresentVahos, David M. 41 Vice President and Controller, BGE 2012 - Present Executive Director, Audit, Constellation 2010 - 2012 Director, Finance, BGE 2006 - 2010 (a)On February 12, 2014, Kenneth W. DeFontes Jr., President and Chief Executive Officer at BGE announced his retirement from BGEon February 28, 2014. Effective March 1, 2014, Calvin G. Butler Jr. will become Chief Executive Officer of BGE and an executiveofficer of Exelon and Stephen J. Woerner will become President and continue as Chief Operating Officer of BGE. ITEM 1A.RISK FACTORS Each of the Registrants operates in a market and regulatory environment that poses significant risks, many of which are beyond theRegistrant’s control. Management of each Registrant regularly meets with the Chief Risk Officer and the RMC, which comprises officers ofthe Registrants, to identify and evaluate the most significant risks of the Registrants’ businesses, and the appropriate steps to manage andmitigate those risks. The Chief Risk Officer and senior executives of the Registrants discuss those risks with the finance and risk committeeand audit committees of the Exelon board of directors and the ComEd, PECO and BGE boards of directors. In addition, the generationoversight committee of the Exelon board of directors’ evaluates risks related to the generation business. The risk factors discussed belowmay adversely affect one or more of the Registrants’ results of operations and cash flows and the market prices of their publicly tradedsecurities. Each of the Registrants has disclosed the known material risks that affect its business at this time. However, there may be furtherrisks and uncertainties that are not presently known or that are not currently believed by a Registrant to be material that may adversely affectits performance or financial condition in the future. The Registrants’ most significant risks arise as a consequence of: (1) Generation’s position as a predominantly nuclear generatorselling power into competitive energy markets with a concentration in select regions, and (2) the role of ComEd, PECO and BGE asoperators of electric transmission and distribution systems in three of the largest metropolitan areas in the United States. The Registrants’major risks fall primarily under the following categories: • Market and Financial Risks. Exelon’s and Generation’s market and financial risks include the risk of price fluctuations in thepower markets. Power prices are a function of supply and demand, which in turn are driven by factors such as (1) the price of fuels,in particular the prices of natural gas and coal, which drive the prices that Generation can obtain for the output of its power plants,(2) the rate of expansion of subsidized low-carbon generation in the markets in which Generation’s output is sold, (3) the effects onenergy demand of factors such as weather, economic conditions and implementation of energy efficiency and demand responseprograms, and (4) the impacts of increased competition in the retail channel. 41Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. • Regulatory and Legislative Risks. The Registrants’ regulatory and legislative risks include changes to the laws and regulationsthat govern competitive markets and utility cost recovery, and that drive environmental policy. In particular, Exelon’s andGeneration’s financial performance may be adversely affected by changes that could affect Generation’s ability to sell power into thecompetitive wholesale power markets at market-based prices. In addition, potential regulation and legislation regarding climatechange and renewable portfolio standards could increase the pace of development of wind energy facilities, which could putdownward pressure in some markets on wholesale market prices for electricity from Generation’s nuclear assets, partiallyoffsetting any additional value Exelon and Generation might derive from Generation’s nuclear assets under a carbon constrainedregulatory regime that might exist in the future. Also, regulatory actions in Illinois, Pennsylvania or Maryland could materiallylower returns for ComEd, PECO and BGE, respectively. • Operational Risks. The Registrants’ operational risks include those risks inherent in running the nation’s largest fleet of nuclearpower reactors and large electric and gas distribution systems. The safe and effective operation of the nuclear facilities and the abilityto effectively manage the associated decommissioning obligations as well as the ability to maintain the availability, reliability andsafety of its energy delivery systems are fundamental to Exelon’s ability to protect and grow shareholder value. Additionally, theoperating costs of ComEd, PECO and BGE, and the opinions of customers and regulators of ComEd, PECO and BGE, areaffected by those companies’ ability to maintain the reliability and safety of their energy delivery systems. • Risks Related to the Merger with Constellation and the Pending Master Agreement between Generation and CENG. Asa result of the merger with Constellation that closed on March 12, 2012, Exelon may encounter unexpected difficulties or costs inmeeting commitments it made under various orders and agreements associated with regulatory approvals from the July 29, 2013Master Agreement between Exelon, Generation and subsidiaries of Generation with EDF, EDF Inc. (EDFI) (a subsidiary of EDF)and CENG. Exelon and Generation are subject to the risks that integration of CENG’s nuclear fleet may not achieve anticipatedresults, and that Exelon and Generation may not be able to fully integrate the operations of CENG in the manner expected. A discussion of each of these risk categories and other risk factors is included below. Market and Financial Risks Generation is exposed to depressed prices in the wholesale and retail power markets, which may negatively affect its results ofoperations and cash flows. (Exelon and Generation) Generation is exposed to commodity price risk for the unhedged portion of its electricity generation supply portfolio. As such,Generation’s earnings and cash flows are therefore subject to variability as spot and forward market prices in the markets in which it operatesrise and fall. Price of Fuels: The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unitof electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel used togenerate the electricity unit. Often, the next unit of electricity will be supplied from generating stations fueled by fossil fuels. Consequently,changes in the market price of fossil fuels often result in comparable changes to the market price of power. For example, the use of newtechnologies to recover natural gas from shale deposits has increased natural gas supply and reserves, placing downward pressure onnatural gas prices and, therefore, on power prices. The continued addition of supply from new alternative generation resources, such as windand solar, whether mandated through RPS or otherwise subsidized or 42Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.encouraged through climate legislation or regulation, may displace a higher marginal cost plant, further reducing power prices. In addition,further delay or elimination of EPA air quality regulations could prolong the duration for which the cost of pollution from fossil fuel generationis not factored into market prices. Demand and Supply: The market price for electricity is also affected by changes in the demand for electricity and the available supply ofelectricity. Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand responseprograms can each depress demand. The result is that higher-cost generating resources do not run as frequently, putting downward pressureon electricity market prices. The continued tepid economic environment and growing energy efficiency and demand response initiatives havelimited the demand for electricity in Generation’s markets. In addition, in some markets, the supply of electricity through wind or solargeneration, when combined with other base-load generation such as nuclear, may often exceed demand during some hours of the day,resulting in loss of revenue for base-load generating plants. The risk of increased supply in excess of demand is heightened by continued orincreased RPS mandates or other subsidies, including ITCs and PTCs. Retail Competition: Generation’s retail operations compete for customers in a competitive environment, which affects the margins thatGeneration can earn and the volumes that it is able to serve. In an environment of sustained low natural gas and power prices and lowmarket volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators(including Generation) use their retail operations to hedge generation output. Increased or more aggressive competition can adversely affectoverall gross margins and profitability in Generation’s retail operations. Sustained low market prices or depressed demand and over-supply could adversely affect Exelon’s and Generation’s results ofoperations and cash flows, and such impacts could be emphasized given Generation’s concentration of base-load electric generating capacitywithin primarily two geographic market regions, namely the Midwest and the Mid-Atlantic. These impacts could adversely affect Exelon’s andGeneration’s ability to fund other discretionary uses of cash such as growth projects or to pay dividends. In addition, such conditions may nolonger support the continued operation of certain generating facilities, which could adversely affect Exelon’s and Generation’s results ofoperations through increased depreciation rates, impairment charges and accelerated future decommissioning costs which may be offset inwhole or in part by reduced operating and maintenance expenses. A slow recovery in market conditions could result in a prolongeddepression of or further decline in commodity prices, including low forward natural gas and power prices and low market volatility, whichcould also adversely affect Exelon’s and Generation’s results of operations, cash flows and financial position. In addition to price fluctuations, Generation is exposed to other risks in the power markets that are beyond its control and maynegatively affect its results of operations. (Exelon and Generation) Credit Risk. In the bilateral markets, Generation is exposed to the risk that counterparties that owe Generation money, or are obligatedto purchase energy or fuel from Generation, will not perform under their obligations for operational or financial reasons. In the event thecounterparties to these arrangements fail to perform, Generation might be forced to purchase or sell energy or fuel in the wholesale marketsat less favorable prices and incur additional losses, to the extent of amounts, if any, already paid to the counterparties. In the spot markets,Generation is exposed to risk as a result of default sharing mechanisms that exist within certain markets, primarily RTOs and ISOs, thepurpose of which is to spread such risk across all market participants. Generation is also a party to agreements with entities in the energysector that have experienced rating downgrades or other financial difficulties. In addition, Generation’s retail sales subject it to credit riskthrough competitive electricity and natural gas supply activities to serve commercial and industrial companies, governmental entities and 43Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.residential customers. Retail credit risk results when customers default on their contractual obligations. This risk represents the loss thatmay be incurred due to the nonpayment of a customer’s account balance, as well as the loss from the resale of energy previously committedto serve the customer. Unstable Markets. The wholesale spot markets remain evolving markets that vary from region to region and are still developingpractices and procedures. Problems in or the failure of any of these markets could adversely affect Generation’s business. In addition, asignificant decrease in market participation could affect market liquidity and have a detrimental effect on market stability. The Registrants are potentially exposed to emerging technologies that may over time affect or transform the energy industry,including technologies related to energy generation, distribution and consumption. (Exelon, Generation, ComEd, PECO andBGE) Some of these technologies include, but are not limited to further shale gas development or sources, cost-effective renewable energytechnologies, broad consumer adoption of electric vehicles and energy storage devices. Such developments could lower the price of energy,could affect energy deliveries as customer-owned generation becomes more cost-effective, could require further improvements to ourdistribution systems to address changing load demands and could make portions of our electric system power supply and transmissionand/or distribution facilities obsolete prior to the end of their useful lives. Such technologies could also result in further declines in commodityprices or demand for delivered energy. Each of these factors could materially affect the Registrants’ results of operations, financial position,and cash flows through, among other things, reduced operating revenues, increased operating and maintenance expenses, and increasedcapital expenditures, as well as potential asset impairment charges or accelerated depreciation and decommissioning expenses overshortened remaining asset useful lives. Market performance and other factors may decrease the value of NDT funds and employee benefit plan assets and increase therelated employee benefit plan obligations, which then could require significant additional funding. (Exelon, Generation,ComEd, PECO and BGE) Disruptions in the capital markets and their actual or perceived effects on particular businesses and the greater economy may adverselyaffect the value of the investments held within Generation’s NDTs and Exelon’s employee benefit plan trusts. The Registrants havesignificant obligations in these areas and Exelon and Generation hold substantial assets in these trusts to meet those obligations. The assetvalues are subject to market fluctuations and will yield uncertain returns, which may fall below the Registrants’ projected return rates. Adecline in the market value of the NDT fund investments may increase Generation’s funding requirements to decommission its nuclearplants. A decline in the market value of the pension and other postretirement benefit plan assets will increase the funding requirementsassociated with Exelon’s pension and other postretirement benefit plan obligations. Additionally, Exelon’s pension and other postretirementbenefit plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasingbenefit costs and funding requirements. Changes in demographics, including increased numbers of retirements or changes in lifeexpectancy assumptions or changes to Social Security or Medicare eligibility requirements may also increase the costs and fundingrequirements of the obligations related to the pension and other postretirement benefit plans. If future increases in pension and otherpostretirement costs as a result of reduced plan assets or other factors cannot be recovered, or cannot be recovered in a timely manner, fromComEd, PECO and BGE customers, the results of operations and financial positions of ComEd, PECO and BGE could be negativelyaffected. Ultimately, if the Registrants are unable to manage the investments with the NDT funds and benefit plan assets, and unable tomanage the related benefit plan liabilities, their results of operations, cash flows and financial positions could be negatively affected. 44Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Unstable capital and credit markets and increased volatility in commodity markets may adversely affect the Registrants’businesses in several ways, including the availability and cost of short-term funds for liquidity requirements, the Registrants’ability to meet long-term commitments, Generation’s ability to hedge effectively its generation portfolio, and the competitivenessand liquidity of energy markets; each could adversely affect the Registrants’ financial condition, results of operations and cashflows. (Exelon, Generation, ComEd, PECO and BGE) The Registrants rely on the capital markets, particularly for publicly offered debt, as well as the banking and commercial paper markets,to meet their financial commitments and short-term liquidity needs if internal funds are not available from the Registrants’ respectiveoperations. Disruptions in the capital and credit markets in the United States or abroad can adversely affect the Registrants’ ability to accessthe capital markets or draw on their respective bank revolving credit facilities. The Registrants’ access to funds under their credit facilities isdependent on the ability of the banks that are parties to the facilities to meet their funding commitments. Those banks may not be able tomeet their funding commitments to the Registrants if they experience shortages of capital and liquidity or if they experience excessivevolumes of borrowing requests from the Registrants and other borrowers within a short period of time. The inability to access capital marketsor credit facilities, and longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation,reduced alternatives or failures of significant financial institutions could result in the deferral of discretionary capital expenditures, changes toGeneration’s hedging strategy in order to reduce collateral-posting requirements, or a reduction in dividend payments or other discretionaryuses of cash. In addition, the Registrants have exposure to worldwide financial markets, including Europe. Disruptions in the European marketscould reduce or restrict the Registrants’ ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2013,approximately 30%, or $2.5 billion, of the Registrants’ available credit facilities were with European banks. The credit facilities include $8.4billion in aggregate total commitments of which $6.6 billion was available as of December 31, 2013. There were no borrowings under theRegistrants’ credit facilities as of December 31, 2013. See Note 13 of the Combined Notes to the Consolidated Financial Statements foradditional information on the credit facilities. The strength and depth of competition in competitive energy markets depend heavily on active participation by multiple trading parties,which could be adversely affected by disruptions in the capital and credit markets and legislative and regulatory initiatives that may affectparticipants in commodities transactions. Reduced capital and liquidity and failures of significant institutions that participate in the energymarkets could diminish the liquidity and competitiveness of energy markets that are important to the respective businesses of theRegistrants. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of thosemarkets or attempts to replace market structures with other mechanisms for the sale of power, including the requirement of long-termcontracts, which could have a material adverse effect on Exelon’s and Generation’s results of operations and cash flows. If any of the Registrants were to experience a downgrade in its credit ratings to below investment grade or otherwise fail tosatisfy the credit standards in its agreements with its trading counterparties, it would be required to provide significantamounts of collateral under its agreements with counterparties and could experience higher borrowing costs. (Exelon,Generation, ComEd, PECO and BGE) Generation’s business is subject to credit quality standards that may require market participants to post collateral for their obligations. IfGeneration were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating) or otherwise fail tosatisfy the credit standards of trading counterparties, it would be required under its hedging arrangements to provide collateral in the form ofletters of credit or cash, which may have a material adverse effect upon its liquidity. The amount 45Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of collateral required to be provided by Generation at any point in time is dependent on a variety of factors, including (1) the notional amountof the applicable hedge, (2) the nature of counterparty and related agreements, and (3) changes in power or other commodity prices. Inaddition, if Generation were downgraded, it could experience higher borrowing costs as a result of the downgrade. Generation couldexperience a downgrade in its ratings if any of the credit rating agencies concludes that the level of business or financial risk and overallcreditworthiness of the power generation industry in general, or Generation in particular, has deteriorated. Changes in ratings methodologiesby the credit rating agencies could also have a negative impact on the ratings of Generation. ComEd’s operating agreement with PJM contains collateral provisions that are affected by its credit rating and market prices. If certainwholesale market conditions exist and ComEd were to lose its investment grade credit rating (based on its senior unsecured debt rating), itwould be required under the PJM operating agreement to provide collateral in the forms of letters of credit or cash, which may have a materialadverse effect upon its liquidity. Collateral posting will generally increase as market prices rise and decrease as market prices fall. Given therelationship to forward market prices, contract collateral requirements can be volatile. In addition, if ComEd were downgraded, it couldexperience higher borrowing costs as a result of the downgrade. PECO’s and BGE’s operating agreements with PJM and their natural gas procurement contracts contain collateral provisions that areaffected by their credit ratings. If certain wholesale market conditions exist and PECO and BGE were to lose their investment grade creditratings (based on their senior unsecured debt ratings), they would be required to provide collateral in the form of letters of credit or cash,which may have material adverse effects upon their liquidity. PECO’s and BGE’s collateral requirements relating to their natural gas supplycontracts are a function of market prices. Collateral posting requirements for PECO and BGE with respect to these contracts will generallyincrease as forward market prices fall and decrease as forward market prices rise. Given the relationship to forward market prices, contractcollateral requirements can be volatile. In addition, if PECO or BGE were downgraded, they could experience higher borrowing costs as aresult of the downgrade. ComEd, PECO or BGE could experience a downgrade in its ratings if any of the credit rating agencies concludes that the level ofbusiness or financial risk and overall creditworthiness of the utility industry in general, or ComEd, PECO, or BGE in particular, hasdeteriorated. ComEd, PECO or BGE could experience a downgrade if the current regulatory environments in Illinois, Pennsylvania orMaryland, respectively, become less predictable by materially lowering returns for utilities in the applicable state or adopting other measuresto mitigate higher electricity prices. Additionally, the ratings for ComEd, PECO or BGE could be downgraded if their financial results areweakened from current levels due to weaker operating performance or due to a failure to properly manage their capital structure. In addition,changes in ratings methodologies by the agencies could also have a negative impact on the ratings of ComEd, PECO or BGE. ComEd, PECO and BGE conduct their respective businesses and operate under governance models and other arrangements andprocedures intended to assure that ComEd, PECO and BGE are treated as separate, independent companies, distinct from Exelon and otherExelon subsidiaries in order to isolate ComEd, PECO and BGE from Exelon and other Exelon subsidiaries in the event of financial difficultyat Exelon or another Exelon subsidiary. These measures (commonly referred to as “ringfencing”) may help avoid or limit a downgrade in thecredit ratings of ComEd, PECO and BGE in the event of a reduction in the credit rating of Exelon. Despite these ringfencing measures, thecredit ratings of ComEd, PECO or BGE could remain linked, to some degree, to the credit ratings of Exelon. Consequently, a reduction inthe credit rating of Exelon could result in a reduction of the credit rating of ComEd, PECO or BGE, or all three. A reduction in the credit ratingof ComEd, PECO or BGE could have a material adverse effect on ComEd, PECO or BGE, respectively. 46Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.See Liquidity and Capital Resources—Recent Market Conditions and Security Ratings for further information regarding the potentialimpacts of credit downgrades on the Registrants’ cash flows. Generation’s financial performance may be negatively affected by price volatility, availability and other risk factors associatedwith the procurement of nuclear and fossil fuel. (Exelon and Generation) Generation depends on nuclear fuel and fossil fuels to operate its generating facilities. Nuclear fuel is obtained predominantly throughlong-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services and contracted fuelfabrication services. Coal, natural gas and oil are procured for generating plants through annual, short-term and spot-market purchases. Thesupply markets for nuclear fuel, coal, natural gas and oil are subject to price fluctuations, availability restrictions and counterparty default thatmay negatively affect the results of operations for Generation. Generation’s risk management policies cannot fully eliminate the risk associated with its commodity trading activities. (Exelonand Generation) Generation’s asset-based power position as well as its power marketing, fuel procurement and other commodity trading activitiesexpose Generation to risks of commodity price movements. Generation attempts to manage this exposure through enforcement ofestablished risk limits and risk management procedures. These risk limits and risk management procedures may not work as planned andcannot eliminate all risks associated with these activities. Even when its policies and procedures are followed, and decisions are made basedon projections and estimates of future performance, results of operations may be diminished if the judgments and assumptions underlyingthose decisions prove to be incorrect. Factors, such as future prices and demand for power and other energy-related commodities, becomemore difficult to predict and the calculations become less reliable the further into the future estimates are made. As a result, Generationcannot predict the impact that its commodity trading activities and risk management decisions may have on its business, operating results,cash flows or financial position. Generation buys and sells energy and other products in the wholesale markets and enters into financial contracts to manage risk andhedge various positions in Generation’s power generation portfolio. The proportion of hedged positions in its power generation portfolio maycause volatility in Generation’s future results of operations. Financial performance and load requirements may be adversely affected if Generation is unable to effectively manage its powerportfolio. (Exelon and Generation) A significant portion of Generation’s power portfolio is used to provide power under procurement contracts with ComEd, PECO, BGEand other customers. To the extent portions of the power portfolio are not needed for that purpose, Generation’s wholesale output is sold inthe wholesale power markets. To the extent its power portfolio is not sufficient to meet the requirements of its customers under the relatedagreements, Generation must purchase power in the wholesale power markets. Generation’s financial results may be negatively affected ifit is unable to cost-effectively meet the load requirements of its customers, manage its power portfolio and effectively address the changes inthe wholesale power markets. Challenges to tax positions taken by the Registrants as well as tax law changes and the inherent difficulty in quantifyingpotential tax effects of business decisions, could negatively impact the Registrants’ results of operations and cash flows.(Exelon, Generation, ComEd, PECO and BGE) Corporate Tax Reform. There exists the potential for comprehensive tax reform in the United States that may significantly change thetax rules applicable to U.S. domiciled corporations. Exelon cannot assess what the overall effect of such potential legislation would be on itsresults of operations and cash flows. 47Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1999 sale of fossil generating assets. The IRS has challenged Exelon’s 1999 tax position on its like-kind exchange transaction.Exelon and the IRS failed to reach a settlement on the like-kind exchange position and Exelon filed a petition on December 13, 2013 toinitiate litigation in the United States Tax Court. Exelon was not required to remit any part of the asserted tax or penalty in order to litigate thelike-kind exchange position. The litigation could take three to five years including appeals, if necessary. As of December 31, 2013, if the IRS is successful in its challenge to the like-kind exchange position, Exelon’s potential cash outflow,including tax and after-tax interest, exclusive of penalties, that could become currently payable may be as much as $840 million, of whichapproximately $305 million would be attributable to ComEd after consideration of Exelon’s agreement to hold ComEd harmless. In additionto attempting to impose tax on the like-kind exchange position, the IRS has asserted penalties for a substantial understatement of tax, whichcould result in an after-tax charge of $87 million to Exelon’s and ComEd’s results of operations should the IRS prevail in asserting thepenalties. The timing effects of the final resolution of the like-kind exchange matter are unknown. See Note 14 of the Combined Notes toConsolidated Financial Statements for additional information. Tax reserves and the recoverability of deferred tax assets. The Registrants are required to make judgments in order to estimatetheir obligations to taxing authorities. These tax obligations include income, real estate, sales and use and employment-related taxes andongoing appeals issues related to these tax matters. These judgments include reserves for potential adverse outcomes regarding taxpositions that have been taken that may be subject to challenge by the tax authorities. The Registrants also estimate their ability to utilize taxbenefits, including those in the form of carryforwards and tax credits. See Notes 1 and 14 of the Combined Notes to Consolidated FinancialStatements for additional information. Increases in customer rates and the impact of economic downturns may lead to greater expense for uncollectible customerbalances. Additionally, increased rates could lead to decreased volumes delivered. Both of these factors may decreaseGeneration’s, ComEd’s, PECO’s and BGE’s results from operations and cash flows. (Exelon, Generation, ComEd, PECO andBGE) ComEd’s, PECO’s and BGE’s current procurement plans include purchasing power through contracted suppliers and in the spotmarket. ComEd’s and PECO’s costs of purchased power are charged to customers without a return or profit component. BGE’s SOS ratescharged to customers recover BGE’s wholesale power supply costs and include an administrative fee which includes a shareholder returncomponent and an incremental cost component. For PECO, purchased natural gas costs are charged to customers with no return or profitcomponent. For BGE, purchased natural gas costs are charged to customers using a MBR mechanism that compares the actual cost of gasto a market index. The difference between the actual cost and the market index is shared equally between shareholders and customers.Purchased power and natural gas prices fluctuate based on their relevant supply and demand. Significantly higher rates related to purchasedpower and natural gas can result in declines in customer usage, lower revenues and potentially additional uncollectible accounts expense forComEd, PECO and BGE. In addition, any challenges by the regulators or ComEd, PECO and BGE as to the recoverability of these costscould have a material effect on the Registrants’ results of operations and cash flows. Also, ComEd’s, PECO’s and BGE’s cash flows can beaffected by differences between the time period when electricity and natural gas are purchased and the ultimate recovery from customers. Further, the impacts of economic downturns on ComEd, PECO and BGE customers and purchased natural gas costs for PECO andBGE customers, such as unemployment for residential customers and less demand for products and services provided by commercial andindustrial customers, and the related regulatory limitations on residential service terminations, may result in an increase in the number ofuncollectible customer balances, which would negatively impact ComEd’s, PECO’s and BGE’s results from operations and cash flows.Generation’s customer supply activities 48Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.face economic downturn risks similar to Exelon’s utility businesses, such as lower volumes sold and increased expense for uncollectiblecustomer balances. As Generation increases its customer supply footprint, economic downturn impacts could negatively affect Generation’sresults from operations and cash flows. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK forfurther discussion of the Registrants’ credit risk. The effects of weather may impact the Registrants’ results of operations and cash flows. (Exelon, Generation, ComEd, PECOand BGE) Temperatures above normal levels in the summer tend to increase summer cooling electricity demand and revenues, andtemperatures below normal levels in the winter tend to increase winter heating electricity and gas demand and revenues. Weather conditionsdirectly influence the demand for electricity and natural gas and affect the price of energy commodities. Moderate temperatures adverselyaffect the usage of energy and resulting revenues at ComEd and PECO. Due to revenue decoupling, BGE recognizes revenues at MDPSC-approved levels per customer, regardless of what actual distribution volumes are for a billing period, and is not affected by actual weather withthe exception of major storms. Extreme weather conditions or damage resulting from storms may stress ComEd’s, PECO’s and BGE’stransmission and distribution systems, communication systems and technology, resulting in increased maintenance and capital costs andlimiting each company’s ability to meet peak customer demand. These extreme conditions may have detrimental effects on ComEd’s,PECO’s and BGE’s results of operations and cash flows. First and third quarter financial results, in particular, are substantially dependenton weather conditions, and may make period comparisons less relevant. Generation’s operations are also affected by weather, which affects demand for electricity as well as operating conditions. To the extentthat weather is warmer in the summer or colder in the winter than assumed, Generation may require greater resources to meet itscontractual commitments. Extreme weather conditions or storms may affect the availability of generation and its transmission, limitingGeneration’s ability to source or send power to where it is sold. In addition, drought-like conditions limiting water usage can impactGeneration’s ability to run certain generating assets at full capacity. These conditions, which cannot be accurately predicted, may have anadverse effect by causing Generation to seek additional capacity at a time when wholesale markets are tight or to seek to sell excess capacityat a time when markets are weak. Certain long-lived assets and other assets recorded on the Registrants’ statements of financial position may become impaired,which would result in write-offs of the impaired amounts. (Exelon, Generation, ComEd, PECO and BGE) Long-lived assets represent the single largest asset class on the Registrants’ statement of financial position. Specifically, long-livedassets account for 59%, 49%, 61%, 66% and 75% of total assets for Exelon, Generation, ComEd, PECO and BGE, respectively, as ofDecember 31, 2013. In addition, the Registrants have significant balances related to unamortized energy contracts. See Notes 4 and 10 of theCombined Notes to Consolidated Financial Statements for additional information on Exelon’s unamortized energy contracts. The Registrantsevaluate the recoverability of the carrying value of long-lived assets to be held and used whenever events or circumstances indicating apotential impairment exist. Factors such as the business climate, including current and future energy and market conditions, environmentalregulation, and the condition of assets are considered when evaluating long-lived assets for potential impairment. An impairment wouldrequire the Registrants to reduce the carrying value of the long-lived asset through a non-cash charge to expense by the amount of theimpairment, and such an impairment could have a material adverse impact on the Registrants’ results of operations. Exelon and Generation have investments in certain generating plant projects, including the CENG nuclear joint venture with a carryingvalue of $1.9 billion as of December 31, 2013. These investments 49Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.were acquired in the March 2012 Constellation transaction, and were recorded as equity method investments on the balance sheet at fairvalue on the merger date as part of purchase accounting. Exelon and Generation continuously monitor for issues that potentially couldimpact future profitability of these equity method investments and which could result in the recognition of an impairment loss if such issuesindicate an other than temporary decline in value. Such impairment could have a material adverse impact on Exelon’s and Generation’sresults of operations. Exelon holds investments in coal-fired plants in Georgia and Texas subject to long-term leases. The investments are accounted for asdirect financing lease investments. The investments represent the estimated residual values of the leased assets at the end of the respectivelease terms. On an annual basis, Exelon reviews the estimated residual values of its direct financing lease investments and records a non-cash impairment charge to expense if the review indicates an other than temporary decline in the fair value of the residual values below theircarrying values. Such an impairment could have a material adverse impact on Exelon’s results of operations. Exelon and ComEd had approximately $2.6 billion of goodwill recorded at December 31, 2013 in connection with the merger betweenPECO and Unicom Corporation, the former parent company of ComEd. Under GAAP, goodwill remains at its recorded amount unless it isdetermined to be impaired, which is generally based upon an annual analysis that compares the implied fair value of the goodwill to itscarrying value. If an impairment occurs, the amount of the impaired goodwill will be written-off, reducing equity. The actual timing andamounts of any goodwill impairments will depend on many sensitive, interrelated and uncertain variables. A successful IRS challenge toExelon’s and ComEd’s like-kind exchange income tax position, adverse regulatory actions such as early termination of EIMA, or changes insignificant assumptions used in estimating ComEd’s fair value (e.g., discount and growth rates, utility sector market performance andtransactions, operating and capital expenditure requirements and the fair value of debt) could result in an impairment. Such an impairmentwould result in a non-cash charge to expense, which could have a material adverse impact on Exelon’s and ComEd’s results of operations. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Critical Accounting Policies and Estimates and Notes 7, 8 and 10 of the Combined Notes to the Consolidated Financial Statements foradditional discussion on long-lived asset and goodwill impairments. The Registrants’ businesses are capital intensive, and their assets may require significant expenditures to maintain and aresubject to operational failure, which could result in potential liability. (Exelon, Generation, ComEd, PECO and BGE) The Registrants’ businesses are capital intensive and require significant investments by Generation in energy generation and byComEd, PECO and BGE in transmission and distribution infrastructure projects. These operational systems and infrastructure have beenin service for many years. Older equipment, even if maintained in accordance with good utility practices, is subject to operational failure,including events that are beyond the Registrants’ control, and may require significant expenditures to operate efficiently. The Registrants’results of operations, financial condition, or cash flows could be adversely affected if they were unable to effectively manage their capitalprojects or raise the necessary capital. Furthermore, operational failure could result in potential liability if such failure results in damage toproperty or injury to individuals. See ITEM 1. BUSINESS for further information regarding the Registrants’ potential future capitalexpenditures. 50Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon and its subsidiaries have guaranteed the performance of third parties, which may result in substantial costs in theevent of non-performance by third parties. In addition, the Registrants have rights under agreements which obligate thirdparties to indemnify the Registrants for various obligations, and the Registrants may incur substantial costs in the event thatthe applicable Registrant is unable to enforce those agreements or the applicable third-party is otherwise unable to perform.(Exelon, Generation, ComEd, PECO and BGE) The Registrants have issued guarantees of the performance of third parties, which obligate one or more of the Registrants or theirsubsidiaries to perform in the event that the third parties do not perform. In the event of non-performance by those third parties, theRegistrants could incur substantial cost to fulfill their obligations under these guarantees. Such performance guarantees could have amaterial impact on the operating results, financial condition, or cash flows of the Registrants. The Registrants have entered into various agreements with counterparties that require those counterparties to reimburse a Registrantand hold it harmless against specified obligations and claims. To the extent that any of these counterparties are affected by deterioration intheir creditworthiness or the agreements are otherwise determined to be unenforceable, the affected Registrant could be held responsible forthe obligations, which could impact that Registrant’s results of operations, cash flows and financial position. In connection with Exelon’s2001 corporate restructuring, Generation assumed certain of ComEd’s and PECO’s rights and obligations with respect to their formergeneration businesses. Further, ComEd and PECO may have entered into agreements with third parties under which the third-party agreedto indemnify ComEd or PECO for certain obligations related to their respective former generation businesses that have been assumed byGeneration as part of the restructuring. If the third-party or Generation experienced events that reduced its creditworthiness or the indemnityarrangement became unenforceable, ComEd or PECO could be liable for any existing or future claims, which could impact ComEd’s orPECO’s results of operations, cash flows and financial position. Generation’s business may be negatively affected by competitive electric generation suppliers. (Exelon and Generation) Because retail customers where Generation serves load can switch from their respective energy delivery company to a competitiveelectric generation supplier for their energy needs, planning to meet Generation’s obligation to provide the supply needed to serveGeneration’s share of an electric distribution company’s default service obligation is more difficult than planning for retail load before theadvent of retail competition. Before retail competition, the primary variables affecting projections of load were weather and the economy. Withretail competition, another major factor is retail customers switching to or from competitive electric generation suppliers. If fewer of suchcustomers switch from its retail load serving counterparties than Generation anticipates, the load that Generation must serve will be greaterthan anticipated, which could, if market prices have increased, increase Generation’s costs (due to its need to go to market to cover itsincremental supply obligation) more than the increase in Generation’s revenues. If more customers from its retail load serving counterpartiesswitch than Generation anticipates, the load that Generation must serve will be lower than anticipated, which could, if market prices havedecreased, cause Generation to lose opportunities in the market. Regulatory and Legislative Risks The Registrants’ generation and energy delivery businesses are highly regulated and could be subject to adverse regulatoryand legislative actions. Fundamental changes in regulation or legislation or violation of tariffs or market rules and anti-manipulation laws, could disrupt the Registrants’ business plans and adversely affect their operations and financial results.(Exelon, Generation, ComEd, PECO and BGE) Substantially all aspects of the businesses of the Registrants are subject to comprehensive Federal or state regulation and legislation.Further, Exelon’s and Generation’s operating results and 51Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.cash flows are heavily dependent upon the ability of Generation to sell power at market-based rates, as opposed to cost-based or othersimilarly regulated rates, and Exelon’s, ComEd’s, PECO’s and BGE’s operating results and cash flows are heavily dependent on the abilityof ComEd, PECO and BGE to recover their costs for the retail purchase and distribution of power to their customers. Similarly, there is riskthat financial market regulations could increase the Registrants’ compliance costs and limit their ability to engage in certain transactions. Inthe planning and management of operations, the Registrants must address the effects of regulation on their businesses and changes in theregulatory framework, including initiatives by Federal and state legislatures, RTOs, exchanges, ratemaking agencies and taxing authorities.Additionally, the Registrants need to be cognizant of rules changes or Registrant actions that could result in potential violation of tariffs,market rules and anti-manipulation laws. Fundamental changes in regulations or other adverse legislative actions affecting the Registrants’businesses would require changes in their business planning models and operations and could adversely affect their results of operations,cash flows and financial position. Regulatory and legislative developments related to climate change and RPS may also significantly affect Exelon’s and Generation’sresults of operations, cash flows and financial positions. Various legislative and regulatory proposals to address climate change throughGHG emission reductions, if enacted, could result in increased costs to entities that generate electricity through carbon-emitting fossil fuels,which could increase the market price at which all generators in a region, including Generation, may sell their output, thereby increasing therevenue Generation could realize from its low-carbon nuclear assets. However, national regulation or legislation addressing climate changethrough an RPS could also increase the pace of development of wind energy facilities in the Midwest, which could put downward pressure onwholesale market prices for electricity from Generation’s Midwest nuclear assets, partially offsetting any additional value Exelon andGeneration might derive from Generation’s nuclear assets under a carbon constrained regulatory regime that might exist in the future.Current state level climate change and renewable regulation is already providing incentives for regional wind development. The Registrantscannot predict when or whether any of these various legislative and regulatory proposals may become law or what their effect will be on theRegistrants. Generation may be negatively affected by possible Federal or state legislative or regulatory actions that could affect the scopeand functioning of the wholesale markets. (Exelon and Generation) Federal and state legislative and regulatory bodies are facing pressures to address consumer concerns, or are themselves raisingconcerns, that energy prices in wholesale markets are too high or insufficient generation is being built because the competitive model is notworking, and, therefore, are considering some form of re-regulation or some other means of reducing wholesale market prices or subsidizingnew generation. Generation is dependent on robust and competitive wholesale energy markets to achieve its business objectives. Approximately 60% of Generation’s generating resources, which include directly owned assets and capacity obtained through long-termcontracts, are located in the area encompassed by PJM. Generation’s future results of operations will depend on 1) FERC’s continuedadherence to and support for, policies that favor the preservation of competitive wholesale power markets, such as PJM’s, and (2) theabsence of material changes to market structures that would limit or otherwise negatively affect market competitiveness. Generation couldalso be adversely affected by state laws, regulations or initiatives designed to reduce wholesale prices artificially below competitive levels or tosubsidize new generation, such as the subsequently dismissed New Jersey Capacity Legislation and the MDPSC’s RFP for new gas-firedgeneration in Maryland. See Note 3 of the Combined Notes to Consolidated Financial Statements for further details related to the New JerseyCapacity Legislation and the Maryland new electric generation requirements. In addition, FERC’s application of its Order 697 and its subsequent revisions could pose a risk that Generation will have difficultysatisfying FERC’s tests for market-based rates. Since Order 697 became 52Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.final in June 2007, Generation has obtained orders affirming Generation’s authority to sell at market-based rates and none denying thatauthority. On December 31, 2013, Generation submitted its triennial application seeking reauthorization to sell at market-based rates in theNortheast region (including PJM, ISO-NY and ISONE). Generation’s previous submission seeking reauthorization to sell at market-basedrates was accepted by FERC on June 22, 2011 for the PJM region. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was enacted into law on July 21, 2010. Its primaryobjective is to eliminate from the financial system the systemic risk that Congress believed was in part the cause of the financial crisis thatunfolded during 2008. Dodd-Frank ushers in a brand new regulatory regime applicable to the over-the-counter (OTC) market for swaps.Generation relies on the OTC swaps markets as part of its program to hedge the price risk associated with its generation portfolio. In April2012, the CFTC issued its rule defining swap dealers and major swap participants. Generation has determined that it will conduct itscommercial hedging business as an end user in a manner that does not require registration as a swap dealer or major swap participant. Notwithstanding the foregoing, Generation will still face additional regulatory obligations under Dodd-Frank, including some reportingrequirements, clearing some additional transactions that it would otherwise enter into over-the-counter, and having to adhere to positionlimits. More fundamentally, however, the total burden that the rules could impose on all market participants could cause liquidity in thebilateral OTC swaps market to decrease substantially. Dodd-Frank may require up to $1 billion of additional collateral requirements atGeneration, to be met with cash rather than letters of credit in a price stressed environment. Generation continues to monitor the rulemakingprocedures and cannot predict the ultimate outcome that the financial reform legislation will have on its results of operations, cash flows orfinancial position. Generation’s affiliation with ComEd, PECO and BGE, together with the presence of a substantial percentage of Generation’sphysical asset base within the ComEd, PECO and BGE service territories, could increase Generation’s cost of doing businessto the extent future complaints or challenges regarding ComEd, PECO and/or BGE retail rates result in settlements or legislativeor regulatory requirements funded in part by Generation. (Exelon and Generation) Generation has significant generating resources within the service areas of ComEd, PECO and BGE and makes significant sales toeach of them. Those facts tend to cause Generation to be directly affected by developments in those markets. Government officials,legislators and advocacy groups are aware of Generation’s affiliation with ComEd, PECO and BGE and its sales to each of them. In periodsof rising utility rates, particularly when driven by increased costs of energy production and supply, those officials and advocacy groups mayquestion or challenge costs incurred by ComEd, PECO or BGE, including transactions between Generation, on the one hand, and ComEd,PECO or BGE, on the other hand, regardless of any previous regulatory processes or approvals underlying those transactions. The prospectof such challenges may increase the time, complexity and cost of the associated regulatory proceedings, and the occurrence of suchchallenges may subject Generation to a level of scrutiny not faced by other unaffiliated competitors in those markets. In addition, governmentofficials and legislators may seek ways to force Generation to contribute to efforts to mitigate potential or actual rate increases, throughmeasures such as generation-based taxes and contributions to rate-relief packages. The Registrants may incur substantial costs to fulfill their obligations related to environmental and other matters. (Exelon,Generation, ComEd, PECO and BGE) The businesses which the Registrants operate are subject to extensive environmental regulation and legislation by local, state andFederal authorities. These laws and regulations affect the manner in which the Registrants conduct their operations and make capitalexpenditures including how they handle air and water emissions and solid waste disposal. Violations of these emission and disposal 53Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.requirements can subject the Registrants to enforcement actions, capital expenditures to bring existing facilities into compliance, additionaloperating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damagesor operating restrictions to achieve compliance. In addition, the Registrants are subject to liability under these laws for the remediation costsfor environmental contamination of property now or formerly owned by the Registrants and of property contaminated by hazardoussubstances they generate. The Registrants have incurred and expect to incur significant costs related to environmental compliance, siteremediation and clean-up. Remediation activities associated with MGP operations conducted by predecessor companies are one componentof such costs. Also, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances havebeen deposited and may be subject to additional proceedings in the future. If application of Section 316(b) of the Clean Water Act, which establishes a national requirement for reducing the adverse impacts toaquatic organisms at existing generating stations, requires the retrofitting of cooling water intake structures at Salem or other Exelon powerplants, this development could result in material costs of compliance. Pursuant to discussions with the NJDEP regarding the application ofSection 316(b) to Oyster Creek, Generation agreed to permanently cease generation operations at Oyster Creek by December 31, 2019, tenyears before the expiration of its operating license in 2029. Additionally, Generation is subject to exposure for asbestos-related personal injury liability alleged at certain current and formerly ownedgeneration facilities. Future legislative action could require Generation to make a material contribution to a fund to settle lawsuits for allegedasbestos-related disease and exposure. In some cases, a third-party who has acquired assets from a Registrant has assumed the liability the Registrant may otherwise havefor environmental matters related to the transferred property. If the transferee is unable, or fails, to discharge the assumed liability, aregulatory authority or injured person could attempt to hold the Registrant responsible, and the Registrant’s remedies against the transfereemay be limited by the financial resources of the transferee. See Note 22 of the Combined Notes to Consolidated Financial Statements foradditional information. Changes in ComEd’s, PECO’s and BGE’s respective terms and conditions of service, including their respective rates, aresubject to regulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy and subject toappeal, which lead to uncertainty as to the ultimate result and which may introduce time delays in effectuating rate changes.(Exelon, ComEd, PECO and BGE) ComEd, PECO and BGE are required to engage in regulatory approval proceedings as a part of the process of establishing the termsand rates for their respective services. These proceedings typically involve multiple parties, including governmental bodies and officials,consumer advocacy groups and various consumers of energy, who have differing concerns but who have the common objective of limitingrate increases or even reducing rates. The proceedings generally have timelines that may not be limited by statute. Decisions are subject toappeal, potentially leading to additional uncertainty associated with the approval proceedings. The potential duration of such proceedingscreates a risk that rates ultimately approved by the applicable regulatory body may not be sufficient for ComEd, PECO or BGE to recover itscosts by the time the rates become effective. Established rates are also subject to subsequent prudency reviews by state regulators, wherebyvarious portions of rates can be adjusted, including recovery mechanisms for costs associated with the procurement of electricity or gas,MGP remediation, smart grid infrastructure, and energy efficiency and demand response programs. In certain instances, ComEd, PECO and BGE may agree to negotiated settlements related to various rate matters, customer initiativesor franchise agreements. These settlements are subject to regulatory approval. 54Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ComEd, PECO and BGE cannot predict the ultimate outcomes of any settlements or the actions by Illinois, Pennsylvania, Maryland orFederal regulators in establishing rates, including the extent, if any, to which certain costs such as significant capital projects will berecovered or what rates of return will be allowed. Nevertheless, the expectation is that ComEd, PECO and BGE will continue to be obligatedto deliver electricity to customers in their respective service territories and will also retain significant POLR and default service obligations toprovide electricity and natural gas to certain groups of customers in their respective service areas who do not choose an alternative supplier.The ultimate outcome and timing of regulatory rate proceedings have a significant effect on the ability of ComEd, PECO and BGE, asapplicable, to recover their costs and could have a material adverse effect on ComEd’s, PECO’s and BGE’s results of operations, cash flowsand financial position. See Note 3 of the Combined Notes to the Consolidated Financial Statements for information regarding rateproceedings. Federal or additional state RPS and/or energy conservation legislation, along with energy conservation by customers, couldnegatively affect the results of operations and cash flows of Generation, ComEd, PECO and BGE. (Exelon, Generation, ComEd,PECO and BGE) Changes to current state legislation or the development of Federal legislation that requires the use of renewable and alternate fuelsources, such as wind, solar, biomass and geothermal, could significantly impact Generation, ComEd, PECO and BGE, especially if timelycost recovery is not allowed. The impact could include increased costs for RECs and purchased power and increased rates for customers. Federal and state legislation mandating the implementation of energy conservation programs that require the implementation of newtechnologies, such as smart meters and smart grid, have increased capital expenditures and could significantly impact ComEd, PECO andBGE, if timely cost recovery is not allowed. Furthermore, regulated energy consumption reduction targets and declines in customer energyconsumption resulting from the implementation of new energy conservation technologies could lead to a decline in the revenues of Exelon,ComEd, and PECO. For additional information, see ITEM 1. BUSINESS “Environmental Regulation-Renewable and Alternative EnergyPortfolio Standards.” The impact of not meeting the criteria of the FASB guidance for accounting for the effects of certain types of regulation could bematerial to Exelon, ComEd, PECO and BGE. (Exelon, ComEd, PECO and BGE) As of December 31, 2013, Exelon, ComEd, PECO and BGE have concluded that the operations of ComEd, PECO and BGE meet thecriteria of the authoritative guidance for accounting for the effects of certain types of regulation. If it is concluded in a future period that aseparable portion of their businesses no longer meets the criteria, Exelon, ComEd, PECO and BGE would be required to eliminate thefinancial statement effects of regulation for that part of their business. That action would include the elimination of any or all regulatory assetsand liabilities that had been recorded in their Consolidated Balance Sheets and the recognition of a one-time extraordinary item in theirConsolidated Statements of Operations. The impact of not meeting the criteria of the authoritative guidance could be material to the financialstatements of Exelon, ComEd, PECO and BGE. At December 31, 2013, the extraordinary gain (loss) could have been as much as $(2.4)billion, $730 million and $ 453 million (before taxes) as a result of the elimination of ComEd’s, PECO’s and BGE’s regulatory assets andliabilities, respectively. Further, Exelon would record a charge against OCI (before taxes) of up to $2.4 billion and $568 million for ComEdand BGE, respectively, related to Exelon’s regulatory assets associated with its defined benefit postretirement plans. Exelon also has aregulatory liability of $45 million (before taxes) associated with PECO’s defined benefit postretirement plans that would result in an increasein OCI if reversed. The impacts and resolution of the above items could lead to an additional impairment of ComEd’s goodwill, which couldbe significant and at least partially offset the extraordinary gain at ComEd discussed above. A significant decrease in equity as a result of anychanges could limit the ability of ComEd, PECO and BGE to pay dividends under Federal 55Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.and state law and no longer meeting the regulatory accounting criteria could cause significant volatility in future results of operations. SeeNotes 1, 3 and 10 of the Combined Notes to Consolidated Financial Statements for additional information regarding accounting for the effectsof regulation, regulatory matters and ComEd’s goodwill, respectively. Exelon and Generation may incur material costs of compliance if Federal and/or state regulation or legislation is adopted toaddress climate change. (Exelon and Generation) Various stakeholders, including legislators and regulators, shareholders and non-governmental organizations, as well as othercompanies in many business sectors, including utilities, are considering ways to address the effect of GHG emissions on climate change. In2009, select Northeast and Mid-Atlantic states implemented a model rule, developed via the RGGI, to regulate CO emissions from fossil-fired generation. RGGI states are working on updated programs to further limit emissions and the EPA has introduced regulation to addressgreenhouse gases from new fossil plants that could potentially impact existing plants. If carbon reduction regulation or legislation becomeseffective, Exelon and Generation may incur costs either to limit further the GHG emissions from their operations or to procure emissionallowance credits. The nature and extent of environmental regulation may also impact the ability of Exelon and its subsidiaries to meet theGHG emission reduction targets of Exelon 2020. For example, more stringent permitting requirements may preclude the construction oflower-carbon nuclear and gas-fired power plants. Similarly, a Federal RPS could increase the cost of compliance by mandating the purchaseor construction of more expensive supply alternatives. For more information regarding climate change, see ITEM 1. BUSINESS “GlobalClimate Change” and Note 22 of the Combined Notes to Consolidated Financial Statements. The Registrants could be subject to higher costs and/or penalties related to mandatory reliability standards, including the likelyexposure of ComEd, PECO, and BGE to the results of PJM’s RTEP and NERC compliance requirements. (Exelon, Generation,ComEd, PECO and BGE) As a result of the Energy Policy Act of 2005, users, owners and operators of the bulk power transmission system, includingGeneration, ComEd, PECO and BGE, are subject to mandatory reliability standards promulgated by NERC and enforced by FERC. Asoperators of natural gas distribution systems, PECO and BGE are also subject to mandatory reliability standards of the U.S. Department ofTransportation. The standards are based on the functions that need to be performed to ensure the bulk power system operates reliably andare guided by reliability and market interface principles. Compliance with or changes in the reliability standards may subject the Registrantsto higher operating costs and/or increased capital expenditures. In addition, the ICC, PAPUC and MDPSC impose certain distributionreliability standards on ComEd, PECO and BGE, respectively. If the Registrants were found not to be in compliance with the mandatoryreliability standards, they could be subject to remediation costs as well as sanctions, which could include substantial monetary penalties. ComEd, PECO and BGE as transmission owners are subject to NERC compliance requirements. NERC provides guidance totransmission owners regarding assessments of transmission lines. The results of these assessments may require ComEd, PECO andBGE to incur incremental capital or operating and maintenance expenditures to ensure their transmission lines meet NERC standards.Uncertainties exist as to the construction of new transmission facilities, their cost and how those costs will be allocated to transmissionsystem participants and customers. In accordance with a FERC order and related settlement, PJM’s RTEP requires the costs of newtransmission facilities to be allocated across the entire PJM footprint for new facilities greater than or equal to 500 kV, and requires costs ofnew facilities less than 500 kV to be allocated to the beneficiaries of the new facilities. Following a remand from the U.S. Court of Appeals forthe Seventh Circuit, FERC reaffirmed its decision related to allocation of new facilities 500 kV and above. That decision is being appealed tothe U.S. Court of Appeals for the Seventh Circuit. This FERC order only applies to facilities included in the PJM RTEP 562Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.prior to February 1, 2013. For facilities subsequently approved, the costs of new facilities that are double circuit 345 kV or greater than orequal to 500 kV will be allocated 50% across the entire PJM footprint and 50% allocated to identified beneficiaries. Costs for all other facilitieswill be allocated to all identified beneficiaries. This later decision is subject to rehearing by FERC and possible appeal. See Notes 3 and 22 of the Combined Notes to Consolidated Financial Statements for additional information. The Registrants cannot predict the outcome of the legal proceedings relating to their business activities. An adversedetermination could have a material adverse effect on their results of operations, financial positions and cash flows. (Exelon,Generation, ComEd, PECO and BGE) The Registrants are involved in legal proceedings, claims and litigation arising out of their business operations, the most significant ofwhich are summarized in Note 22 of the Combined Notes to Consolidated Financial Statements. Adverse outcomes in these proceedingscould require significant expenditures that could have a material adverse effect on the Registrants’ results of operations. Generation may be negatively affected by possible Nuclear Regulatory Commission actions that could affect the operations andprofitability of its nuclear generating fleet. (Exelon and Generation) Regulatory risk. A change in the Atomic Energy Act or the applicable regulations or licenses may require a substantial increase incapital expenditures or may result in increased operating or decommissioning costs and significantly affect Generation’s results of operationsor financial position. Events at nuclear plants owned by others, as well as those owned by Generation, may cause the NRC to initiate suchactions. As an example, prior to the Fukushima Daiichi accident on March 11, 2011, the NRC had been evaluating seismic risk. After theFukushima Daiichi accident, the NRC’s focus on seismic risk intensified. As part of the NRC Near-Term Task Force (Task Force) review andevaluation of the Fukushima Daiichi accident, the Task Force recommended that plant operators conduct seismic reevaluations. In January2012, the NRC released an updated seismic risk model that plant operators must use in performing the seismic reevaluationsrecommended by the Task Force. These reevaluations could result in the required implementation of additional mitigation strategies ormodifications. Additionally, the Task Force provided recommendations for future regulatory action by the NRC to be taken in the near andlonger term. In response, the NRC issued three immediately effective orders (Tier 1) to commercial reactor licensees operating in the UnitedStates for compliance no later than December 31, 2016. The NRC is currently evaluating the remaining Task Force recommendations andhas not taken action with respect to the Tier 2 and Tier 3 recommendations. Actions to comply with the Task Force recommendations willresult in increased costs and could significantly impact Generation’s results of operations or financial position. See ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—ExelonCorporation, Executive Overview for a more detailed discussion of the Task Force Recommendations. Spent nuclear fuel storage. The approval of a national repository for the storage of SNF, such as the one previously considered atYucca Mountain, Nevada, and the timing of such facility opening, will significantly affect the costs associated with storage of SNF, and theultimate amounts received from the DOE to reimburse Generation for these costs. The NRC’s temporary storage rule (also referred to as the“waste confidence decision”) recognizes that licensees can safely store spent nuclear fuel at nuclear power plants for up to 60 years beyondthe original and renewed licensed operating life of the plants. In June 2012, the United States Court of Appeals for the DC Circuit vacated theNRC’s temporary storage rule on the grounds that the NRC should have conducted a more comprehensive 57Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.environmental review to support the rule. In September 2012, the NRC directed NRC Staff to complete a generic environmental impactstatement and to revise the temporary storage rule which is now not expected until October 3, 2014. Any regulatory action relating to the timing and availability of a repository for SNF may adversely affect Generation’s ability todecommission fully its nuclear units. In accordance with the NWPA and Generation’s contract with the DOE, Generation pays the DOEongoing fees per kWh of net nuclear generation for the cost of SNF disposal. This fee may be adjusted prospectively in order to ensure fullcost recovery. On November 19, 2013, the United States Court of Appeals for the District of Columbia Circuit ordered the DOE to submit toCongress a proposal to reduce the current SNF disposal fee to zero, unless and until there is a viable disposal program. Until such time as anew fee structure is in effect, Generation must continue to pay the current SNF disposal fees. Furthermore, under its contract with the DOE,Generation would be required to pay the DOE a one-time SNF storage fee including interest of approximately $1 billion as of December 31,2013, prior to the first delivery of SNF. Generation currently estimates 2025 to be the earliest date when the DOE will begin accepting SNF,which could be delayed by further regulatory action. See Note 22 of the Combined Notes to Consolidated Financial Statements for additionalinformation on the spent nuclear fuel obligation. License renewals. Generation cannot assure that economics will support the continued operation of the facilities for all or any portionof any renewed license period. If the NRC does not renew the operating licenses for Generation’s nuclear stations or a station cannot beoperated through the end of its operating license, Generation’s results of operations could be adversely affected by increased depreciationrates, impairment charges and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimatescurrently include assumptions that license renewal will be received. In addition, Generation may lose revenue and incur increased fuel andpurchased power expense to meet supply commitments. As discussed above, in June 2012, the United States Court of Appeals for the DC Circuit vacated the NRC’s temporary storage rule.Generation does not expect the NRC to issue license renewals until the end of 2014, at the earliest. Operational Risks The Registrants’ employees, contractors, customers and the general public may be exposed to a risk of injury due to the natureof the energy industry. (Exelon, Generation, ComEd, PECO and BGE) Employees and contractors throughout the organization work in, and customers and the general public may be exposed to, potentiallydangerous environments near their operations. As a result, employees, contractors, customers and the general public are at risk for seriousinjury, including loss of life. Significant risks include nuclear accidents, dam failure, gas explosions, pole strikes and electric contact cases. Natural disasters, war, acts and threats of terrorism, pandemic and other significant events may adversely affect Exelon’sresults of operations, its ability to raise capital and its future growth. (Exelon, Generation, ComEd, PECO and BGE) Generation’s fleet of nuclear and fossil-fueled power plants and ComEd’s, PECO’s and BGE’s distribution and transmissioninfrastructures could be affected by natural disasters, such as seismic activity, more frequent and more extreme weather events, changes intemperature and precipitation patterns, changes to ground and surface water availability, sea level rise and other related phenomena. Severeweather or other natural disasters could be destructive, which could result in increased costs, including supply chain costs. An extremeweather event within the Registrants’ service areas can also directly affect their capital assets, causing disruption in service to customers 58Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.due to downed wires and poles or damage to other operating equipment. Examples of such events include the June 2012 “Derecho” storm,which interrupted electric service delivery to customers in BGE’s service territory, and the October 2012 category 1 hurricane, HurricaneSandy, which interrupted electric service delivery to customers in PECO’s and BGE’s service territories and resulted in significant costs toPECO and BGE for restoration efforts. Other events include the 9.0 magnitude earthquake and ensuing tsunami experienced by Japan on March 11, 2011, that seriouslydamaged the nuclear units at the Fukushima Daiichi Nuclear Power Station, which are operated by Tokyo Electric Power Co., and the 5.8magnitude earthquake and flooding associated with Hurricane Irene and Tropical Storm Lee that the Mid-Atlantic region of the United Statesexperienced in 2011. These events increase the risk to Generation that the NRC or other regulatory or legislative bodies may change thelaws or regulations governing, among other things, operations, maintenance, licensed lives, decommissioning, SNF storage, insurance,emergency planning, security and environmental and radiological aspects. In addition, natural disasters could affect the availability of asecure and economical supply of water in some locations, which is essential for Generation’s continued operation, particularly the cooling ofgenerating units. Additionally, natural disasters and other events that have an adverse effect on the economy in general may adversely affectthe Registrants’ operations and their ability to raise capital. Exelon does not know the impact that potential terrorist attacks could have on the industry in general and on Exelon in particular. Asowner-operators of infrastructure facilities, such as nuclear, fossil and hydroelectric generation facilities and electric and gas transmission anddistribution facilities, the Registrants face a risk that their operations would be direct targets of, or indirect casualties of, an act of terror. Anyretaliatory military strikes or sustained military campaign may affect their operations in unpredictable ways, such as changes in insurancemarkets and disruptions of fuel supplies and markets, particularly oil. Furthermore, these catastrophic events could compromise the physicalor cyber security of Exelon’s facilities, which could adversely affect Exelon’s ability to manage its business effectively. Instability in thefinancial markets as a result of terrorism, war, natural disasters, pandemic, credit crises, recession or other factors also may result in adecline in energy consumption, which may adversely affect the Registrants’ results of operations and its ability to raise capital. In addition,the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs. The Registrants would be significantly affected by the outbreak of a pandemic. Exelon has plans in place to respond to a pandemic.However, depending on the severity of a pandemic and the resulting impacts to workforce and other resource availability, the ability to operateits generating and transmission and distribution assets could be affected, resulting in decreased service levels and increased costs. In addition, Exelon maintains a level of insurance coverage consistent with industry practices against property and casualty lossessubject to unforeseen occurrences or catastrophic events that may damage or destroy assets or interrupt operations. However, there can beno assurance that the amount of insurance will be adequate to address such property and casualty losses. Generation’s financial performance may be negatively affected by matters arising from its ownership and operation of nuclearfacilities. (Exelon and Generation) Nuclear capacity factors. Capacity factors for generating units, particularly capacity factors for nuclear generating units, significantlyaffect Generation’s results of operations. Nuclear plant operations involve substantial fixed operating costs but produce electricity at lowvariable costs due to nuclear fuel costs typically being lower than fossil fuel costs. Consequently, to be successful, Generation mustconsistently operate its nuclear facilities at high capacity factors. Lower capacity factors increase Generation’s operating costs by requiringGeneration to produce additional energy from primarily its fossil 59Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.facilities or purchase additional energy in the spot or forward markets in order to satisfy Generation’s obligations to committed third-partysales, including ComEd, PECO and BGE. These sources generally have higher costs than Generation incurs to produce energy from itsnuclear stations. Nuclear refueling outages. In general, refueling outages are planned to occur once every 18 to 24 months. The total number ofrefueling outages, along with their duration, can have a significant impact on Generation’s results of operations. When refueling outages atwholly and co-owned plants last longer than anticipated or Generation experiences unplanned outages, capacity factors decrease andGeneration faces lower margins due to higher energy replacement costs and/or lower energy sales. Nuclear fuel quality. The quality of nuclear fuel utilized by Generation can affect the efficiency and costs of Generation’s operations.Certain of Generation’s nuclear units have previously had a limited number of fuel performance issues. Remediation actions could result inincreased costs due to accelerated fuel amortization, increased outage costs and/or increased costs due to decreased generation capabilities. Operational risk. Operations at any of Generation’s nuclear generation plants could degrade to the point where Generation has toshut down the plant or operate at less than full capacity. If this were to happen, identifying and correcting the causes may require significanttime and expense. Generation may choose to close a plant rather than incur the expense of restarting it or returning the plant to full capacity.In either event, Generation may lose revenue and incur increased fuel and purchased power expense to meet supply commitments. Inaddition, Generation may not achieve the anticipated results under its series of planned power uprates across its nuclear fleet. For plantsoperated but not wholly owned by Generation, Generation may also incur liability to the co-owners. For plants not operated and not whollyowned by Generation, from which Generation receives a portion of the plants’ output, Generation’s results of operations are dependent onthe operational performance of the operators and could be adversely affected by a significant event at those plants. Additionally, poor operatingperformance at nuclear plants not owned by Generation could result in increased regulation and reduced public support for nuclear-fueledenergy, which could significantly affect Generation’s results of operations or financial position. In addition, closure of generating plants ownedby others, or extended interruptions of generating plants or failure of transmission lines, could affect transmission systems that couldadversely affect the sale and delivery of electricity in markets served by Generation. Nuclear major incident risk. Although the safety record of nuclear reactors generally has been very good, accidents and otherunforeseen problems have occurred both in the United States and abroad. The consequences of a major incident can be severe and includeloss of life and property damage. Any resulting liability from a nuclear plant major incident within the United States, owned or operated byGeneration or owned by others, may exceed Generation’s resources, including insurance coverage. Uninsured losses and other expenses,to the extent not recovered from insurers or the nuclear industry, could be borne by Generation and could have a material adverse effect onGeneration’s results of operations or financial position. Additionally, an accident or other significant event at a nuclear plant within the UnitedStates or abroad, owned by others or Generation, may result in increased regulation and reduced public support for nuclear-fueled energyand significantly affect Generation’s results of operations or financial position. Nuclear insurance. As required by the Price-Anderson Act, Generation carries the maximum available amount of nuclear liabilityinsurance. The required amount of nuclear liability insurance is $375 million for each operating site. Claims exceeding that amount arecovered through mandatory participation in a financial protection pool. In addition, the U.S. Congress could impose revenue-raisingmeasures on the nuclear industry to pay claims exceeding the $13.6 billion limit for a single incident. Generation is a member of an industry mutual insurance company, NEIL, which provides property and business interruptioninsurance for Generation’s nuclear operations. In previous years, NEIL has 60Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.made distributions to its members but Generation cannot predict the level of future distributions or if they will occur at all. See Note 22 of theCombined Notes to Consolidated Financial Statements for additional discussion of nuclear insurance. Decommissioning. NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance thatfunds will be available in certain minimum amounts at the end of the life of the facility to decommission the facility. Generation is required toprovide to the NRC a biennial report by unit (annually for Generation’s two units that have been retired) addressing Generation’s ability tomeet the NRC-estimated funding levels including scheduled contributions to and earnings on the decommissioning trust funds. The NRCfunding levels are based upon the assumption that decommissioning will commence after the end of the current licensed life of each unit. Forecasting trust fund investment earnings and costs to decommission nuclear generating stations requires significant judgment, andactual results may differ significantly from current estimates. The performance of capital markets also can significantly affect the value of thetrust funds. Currently, Generation is making contributions to certain trust funds of the former PECO units based on amounts being collectedby PECO from its customers and remitted to Generation. While Generation has recourse to collect additional amounts from PECOcustomers (subject to certain limitations and thresholds), it has no recourse to collect additional amounts from ComEd customers or from theprevious owners of Clinton, TMI Unit No. 1 and Oyster Creek generating stations, if there is a shortfall of funds necessary fordecommissioning. If circumstances changed such that Generation would be unable to continue to make contributions to the trust funds of theformer PECO units based on amounts collected from PECO customers, or if Generation no longer had recourse to collect additionalamounts from PECO customers if there was a shortfall of funds for decommissioning, the adequacy of the trust funds related to the formerPECO units may be negatively affected and Exelon’s and Generation’s results of operations and financial position could be significantlyaffected. See Note 3 of the Combined Notes to Consolidated Financial Statements for additional information. Ultimately, if the investments held by Generation’s NDTs are not sufficient to fund the decommissioning of Generation’s nuclearplants, Generation may be required to take steps, such as providing financial guarantees through letters of credit or parent companyguarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded andthat current and future NRC minimum funding requirements are met. As a result, Generation’s cash flows and financial position may besignificantly adversely affected. See Note 15 of the Combined Notes to Consolidated Financial Statements for additional information. Generation’s financial performance may be negatively affected by risks arising from its ownership and operation ofhydroelectric facilities. (Exelon and Generation) FERC has the exclusive authority to license most non-Federal hydropower projects located on navigable waterways, Federal lands orconnected to the interstate electric grid. The license for the Conowingo Hydroelectric Project expires August 31, 2014, and the license for theMuddy Run Pumped Storage Project expires on September 1, 2014. Generation cannot predict whether it will receive all the regulatoryapprovals for the renewed licenses of its hydroelectric facilities. If FERC does not issue new operating licenses for Generation’s hydroelectricfacilities or a station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affectedby increased depreciation rates and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimatescurrently include assumptions that license renewal will be received. Generation may also lose revenue and incur increased fuel andpurchased power expense to meet supply commitments. In addition, conditions may be imposed as part of the license renewal process thatmay adversely affect operations, may require a substantial increase in capital expenditures or may result in increased operating costs andsignificantly affect Generation’s results of operations or financial 61Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.position. Similar effects may result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectricfacilities owned by others, as well as those owned by Generation. ComEd’s, PECO’s and BGE’s operating costs, and customers’ and regulators’ opinions of ComEd, PECO and BGE,respectively, are affected by their ability to maintain the availability and reliability of their delivery and operational systems.(Exelon, ComEd, PECO and BGE) Failures of the equipment or facilities, including information systems, used in ComEd’s, PECO’s and BGE’s delivery systems caninterrupt the electric transmission and electric and natural gas delivery, which could negatively impact related revenues, and increasemaintenance and capital expenditures. Equipment or facilities failures can be due to a number of factors, including weather or informationsystems failure. Specifically, if the implementation of advanced metering infrastructure, smart grid or other technologies in ComEd’s,PECO’s or BGE’s service territory fail to perform as intended or are not successfully integrated with billing and other information systems,ComEd’s, PECO’s and BGE’s financial condition, results of operations, and cash flows could be adversely affected. Furthermore, if any ofthe financial, accounting, or other data processing systems fail or have other significant shortcomings, ComEd’s, PECO’s or BGE’sfinancial results could be adversely affected. If an employee causes the operational systems to fail, either as a result of inadvertent error or bydeliberately tampering with or manipulating the operational systems, ComEd’s, PECO’s or BGE’s financial results could also be adverselyaffected. In addition, dependence upon automated systems may further increase the risk that operational system flaws or employeetampering or manipulation of those systems will result in losses that are difficult to detect. The aforementioned failures or those of other utilities, including prolonged or repeated failures, can affect customer satisfaction and thelevel of regulatory oversight and ComEd’s, PECO’s and BGE’s maintenance and capital expenditures. Regulated utilities, which arerequired to provide service to all customers within their service territory, have generally been afforded liability protections against claims bycustomers relating to failure of service. Under Illinois law, however, ComEd can be required to pay damages to its customers in somecircumstances involving extended outages affecting large numbers of its customers, and those damages could be material to ComEd’sresults of operations and cash flows. See Note 22 of the Combined Notes to Consolidated Financial Statements for additional informationregarding proceedings related to storm-related outages in ComEd’s service territory. ComEd’s, PECO’s and BGE’s respective ability to deliver electricity, their operating costs and their capital expenditures may benegatively affected by transmission congestion. (Exelon, ComEd, PECO and BGE) Demand for electricity within ComEd’s, PECO’s and BGE’s service areas could stress available transmission capacity requiringalternative routing or curtailment of electricity usage with consequent effects on operating costs, revenues and results of operations. Also,insufficient availability of electric supply to meet customer demand could jeopardize ComEd’s, PECO’s and BGE’s ability to comply withreliability standards and strain customer and regulatory agency relationships. As with all utilities, potential concerns over transmissioncapacity or generation facility retirements could result in PJM or FERC requiring ComEd, PECO and BGE to upgrade or expand theirrespective transmission systems through additional capital expenditures. Failure to attract and retain an appropriately qualified workforce may negatively impact the Registrants’ results of operations.(Exelon, Generation, ComEd, PECO and BGE) Certain events, such as an employee strike, loss of contract resources due to a major event, and an aging workforce without appropriatereplacements, may lead to operating challenges and increased costs for the Registrants. The challenges include lack of resources, loss ofknowledge and a lengthy time 62Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.period associated with skill development. In this case, costs, including costs for contractors to replace employees, productivity costs andsafety costs, may arise. The Registrants are particularly affected due to the specialized knowledge required of the technical and supportemployees for their generation, transmission and distribution operations. If the Registrants are unable to successfully attract and retain anappropriately qualified workforce, their results of operations could be negatively affected. The Registrants are subject to physical and information security risks. (Exelon, Generation, ComEd, PECO and BGE) The Registrants face physical and information security risks as the owner-operators of generation, transmission and distributionfacilities. A security breach of the physical assets or information systems of the Registrants, their competitors, RTOs and ISOs, or regulatorscould impact the operation of the generation fleet and/or reliability of the transmission and distribution system or subject the Registrants tofinancial harm associated with theft or inappropriate release of certain types of information, including sensitive customer data. If a significantbreach occurred, the reputation of Exelon and its customer supply activities may be adversely affected, customer confidence in theRegistrants or others in the industry may be diminished, or Exelon and its subsidiaries may be subject to legal claims, any of which maycontribute to the loss of customers and have a negative impact on the business and/or results of operations. ComEd’s, PECO’s and BGE’sdeployment of smart meters throughout their service territories may increase the risk of damage from an intentional disruption of the systemby third parties. As a requirement of their SGIG grant, the DOE approved PECO’s and BGE’s cyber security plan related to its smart meterdeployment and will review the plan annually through the expiration of the grant. As with most companies in today’s environment, Exelonexperiences attempts by hackers to infiltrate its corporate network. To date there have been no infiltrations that have resulted in loss of data orany significant effects on business operations. Exelon utilizes a dedicated team of cyber security professionals to ensure the protection of itsinformation and ability to conduct business operations. Despite the measures taken by the Registrants to prevent a security breach, theRegistrants cannot accurately assess the probability that a security breach may occur and are unable to quantify the potential impact of suchan event. In addition, new or updated security regulations could require changes in current measures taken by the Registrants or theirbusiness operations and could adversely affect their results of operations, cash flows and financial position. The Registrants may make investments in new business initiatives, including initiatives mandated by regulators, and marketsthat may not be successful, and acquisitions may not achieve the intended financial results. (Exelon, Generation, ComEd,PECO and BGE) Generation continuously looks to invest in new business initiatives and actively participate in new markets. These include, but are notlimited to, unconventional oil and gas exploration and production, residential power and gas sales, solar and wind generation, and managedload response. Such initiatives may involve significant risks and uncertainties, including distraction of management from current operations,inadequate return on capital, and unidentified issues not discovered in the diligence performed prior to launching an initiative or entering amarket. As these markets mature, there may be new market entrants or expansion by established competitors that increase competition forcustomers and resources. Additionally, it is possible that FERC, state public utility commissions or others may impose certain otherrestrictions on such transactions. All of these factors could result in higher costs or lower revenues than expected, resulting in lower thanplanned returns on investment. ComEd, PECO and BGE face risks associated with the Smart Grid mandated regulatory initiative. Theserisks include, but are not limited to, cost recovery, regulatory concerns, cyber security and obsolescence of technology. Due to these risks, noassurance can be given that such initiatives will be successful and will not have a material adverse effect on ComEd’s, PECO’s or BGE’sfinancial results. 63Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Risks Related to the Merger Exelon may encounter unexpected difficulties or costs in meeting commitments it made under various orders and agreementsassociated with regulatory approvals for the Constellation merger. As a result of the process to obtain regulatory approvals required for the Constellation merger, Exelon is committed to variousprograms, contributions, investments and market mitigation measures in several settlement agreements and regulatory approval orders. Itis possible that Exelon may encounter delays, unexpected difficulties or costs in meeting these commitments in compliance with the termsof the relevant agreements and orders. Failure to fulfill the commitments in accordance with their terms could result in increased costs orresult in penalties or fines that could adversely affect Exelon’s financial position and operating results. Risks Related to the Pending Master Agreement with CENG The integration of CENG’s nuclear fleet may not achieve its anticipated results, and Exelon and Generation may not be able tofully integrate the operations of CENG in the manner expected. Exelon, Generation and subsidiaries of Generation entered into a Master Agreement with EDF, EDF Inc. (EDFI) (a subsidiary of EDF)and CENG that will result in Generation operating the CENG nuclear generation fleet. The Master Agreement was entered into with theexpectation that it will result in various benefits, including, among other things, cost savings and operating efficiencies. Achieving theanticipated benefits of the agreement is subject to a number of uncertainties, including whether CENG can be integrated into Generation inan efficient, effective and timely manner. Integration will take place, and additional agreements will be signed, upon receipt of regulatoryapprovals for the transfer of CENG’s nuclear operating licences to Generation. It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, thedisruption of Generation’s business, processes and systems or inconsistencies in standards, controls, procedures, practices, policies,valuation models, and compensation arrangements. In addition, Generation may have difficulty addressing possible differences in corporatecultures and management philosophies. Any of these circumstances could adversely affect Generation’s ability to achieve the anticipatedbenefits of the agreement as and when expected. Failure to achieve these anticipated benefits could result in increased costs or decreases inthe amount of expected revenues and could adversely affect Generation’s future business, financial condition, operating results andprospects. ITEM 1B.UNRESOLVED STAFF COMMENTS Exelon, Generation, ComEd, PECO and BGE None. 64Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 2.PROPERTIES Generation The following table describes Generation’s interests in net electric generating capacity by station at December 31, 2013: Station Region Location No. ofUnits PercentOwned PrimaryFuel Type PrimaryDispatchType NetGenerationCapacity (MW) Limerick Mid-Atlantic Sanatoga, PA 2 Uranium Base-load 2,316 Peach Bottom Mid-Atlantic Delta, PA 2 50 Uranium Base-load 1,167 Salem Mid-Atlantic Lower Alloways CreekTownship, NJ 2 42.59 Uranium Base-load 1,006 Calvert Cliffs Mid-Atlantic Lusby, MD 2 50.01 Uranium Base-load 878 Three Mile Island Mid-Atlantic Middletown, PA 1 Uranium Base-load 837 Keystone Mid-Atlantic Shelocta, PA 2 41.98 Coal Base-load 714 Oyster Creek Mid-Atlantic Forked River, NJ 1 Uranium Base-load 625 Conowingo Mid-Atlantic Darlington, MD 11 Hydroelectric Base-load 572 Conemaugh Mid-Atlantic New Florence, PA 2 31.28 Coal Base-load 532 Criterion Mid-Atlantic Oakland, MD 28 Wind Base-load 70 Colver Mid-Atlantic Colver Twp., PA 1 25 Waste Coal Base-load 26 Solar Horizons Mid-Atlantic Emmitsburg, MD 1 Solar Base-load 16 Solar New Jersey 2 Mid-Atlantic Various 2 Solar Base-load 10 Solar New Jersey 1 Mid-Atlantic Various 4 Solar Base-load 10 Solar Maryland Mid-Atlantic Various 9 Solar Base-load 9 Solar Federal Mid-Atlantic Trenton, NJ 1 Solar Base-load 5 Solar Maryland 2 Mid-Atlantic Pocomoke, MD 2 Solar Base-load 4 Solar New York Mid-Atlantic Various 1 Solar Base-load 3 Solar New Jersey 3 Mid-Atlantic Middle Township, NJ 5 Solar Base-load 2 Muddy Run Mid-Atlantic Drumore, PA 8 Hydroelectric Intermediate 1,070 Eddystone 3, 4 Mid-Atlantic Eddystone, PA 2 Oil/Gas Intermediate 760 Safe Harbor Mid-Atlantic Conestoga, PA 12 66.7 Hydroelectric Intermediate 278 Croydon Mid-Atlantic West Bristol, PA 8 Oil Peaking 391 Perryman Mid-Atlantic Belcamp, MD 5 Oil/Gas Peaking 353 Handsome Lake Mid-Atlantic Kennerdell, PA 5 Gas Peaking 268 Riverside Mid-Atlantic Baltimore, MD 4 Oil/Gas Peaking 228 Westport Mid-Atlantic Baltimore, MD 1 Gas Peaking 115 Notch Cliff Mid-Atlantic Baltimore, MD 8 Gas Peaking 118 Richmond Mid-Atlantic Philadelphia, PA 2 Oil Peaking 98 Gould Street Mid-Atlantic Baltimore, MD 1 Gas Peaking 97 Philadelphia Road Mid-Atlantic Baltimore, MD 4 Oil Peaking 61 Eddystone Mid-Atlantic Eddystone, PA 4 Oil Peaking 60 Fairless Hills Mid-Atlantic Fairless Hills, PA 2 Landfill Gas Peaking 60 Delaware Mid-Atlantic Philadelphia, PA 4 Oil Peaking 56 Southwark Mid-Atlantic Philadelphia, PA 4 Oil Peaking 52 Falls Mid-Atlantic Morrisville, PA 3 Oil Peaking 51 Moser Mid-Atlantic Lower PottsgroveTwp., PA 3 Oil Peaking 51 Chester Mid-Atlantic Chester, PA 3 Oil Peaking 39 Schuylkill Mid-Atlantic Philadelphia, PA 2 Oil Peaking 30 Salem Mid-Atlantic Lower Alloways Creek Twp, NJ 1 42.59 Oil Peaking 16 Pennsbury Mid-Atlantic Morrisville, PA 2 Landfill Gas Peaking 6 Keystone Mid-Atlantic Shelocta, PA 4 41.98 Oil Peaking 4 Conemaugh Mid-Atlantic New Florence, PA 4 31.28 Oil Peaking 3 Total Mid-Atlantic 13,067 Braidwood Midwest Braidwood, IL 2 Uranium Base-load 2,353 LaSalle Midwest Seneca, IL 2 Uranium Base-load 2,327 Byron Midwest Byron, IL 2 Uranium Base-load 2,319 Dresden Midwest Morris, IL 2 Uranium Base-load 1,843 Quad Cities Midwest Cordova, IL 2 75 Uranium Base-load 1,403 Clinton Midwest Clinton, IL 1 Uranium Base-load 1,067 Michigan Wind 2 Midwest Sanilac Co., MI 50 Wind Base-load 90 65(a)(b)(c)(d)(f)(f)(f)(h)(f)(e)(f)(f)(f)(f)(f)(f)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Station Region Location No. ofUnits PercentOwned PrimaryFuel Type PrimaryDispatchType NetGenerationCapacity (MW) Beebe Midwest Gratiot Co., MI 34 Wind Base-load 81 Michigan Wind 1 Midwest Huron Co., MI 46 Wind Base-load 69 Harvest 2 Midwest Huron Co., MI 33 Wind Base-load 59 Harvest Midwest Huron Co., MI 32 Wind Base-load 53 Ewington Midwest Jackson Co., MN 10 99 Wind Base-load 21 Marshall Midwest Lyon Co., MN 9 99 Wind Base-load 19 City Solar Midwest Chicago, IL 1 Solar Base-load 8 Norgaard Midwest Lincoln Co., MN 7 99 Wind Base-load 9 AgriWind Midwest Bureau Co., IL 4 99 Wind Base-load 8 Cisco Midwest Jackson Co., MN 4 99 Wind Base-load 8 Brewster Midwest Jackson Co., MN 6 94-99 Wind Base-load 6 Wolf Midwest Nobles Co., MN 5 99 Wind Base-load 6 CP Windfarm Midwest Faribault Co., MN 2 Wind Base-load 4 Blue Breezes Midwest Faribault Co., MN 2 Wind Base-load 3 Cowell Midwest Pipestone Co., MN 1 99 Wind Base-load 2 Solar Ohio Midwest Toledo, OH 2 Solar Base-load 1 Southeast Chicago Midwest Chicago, IL 8 Gas Peaking 296 Total Midwest 12,055 Whitetail ERCOT Laredo, TX 57 Wind Base-load 91 Wolf Hollow 1, 2, 3 ERCOT Granbury, TX 3 Gas Intermediate 704 Mountain Creek 8 ERCOT Dallas, TX 1 Gas Intermediate 565 Colorado Bend ERCOT Wharton, TX 1 Gas Intermediate 498 Quail Run ERCOT Odessa, TX 1 Gas Intermediate 488 Handley 3 ERCOT Fort Worth, TX 1 Gas Intermediate 395 Handley 4, 5 ERCOT Fort Worth, TX 2 Gas Peaking 870 Mountain Creek 6, 7 ERCOT Dallas, TX 2 Gas Peaking 240 LaPorte ERCOT Laporte, TX 4 Gas Peaking 152 Total ERCOT 4,003 Holyoke Solar New England Various 2 Solar Base-load 5 Solar Massachusetts New England Various 5 Solar Base-load 3 Solar Net Metering New England Uxbridge, MA 1 Solar Base-load 2 Solar Connecticut New England Various 2 Solar Base-load 1 Mystic 8, 9 New England Charlestown, MA 2 Gas Intermediate 1,418 Fore River New England North Weymouth, MA 1 Gas Intermediate 726 Mystic 7 New England Charlestown, MA 1 Oil/Gas Intermediate 575 Wyman New England Yarmouth, ME 1 5.9 Oil Intermediate 36 Medway New England West Medway, MA 3 Oil/Gas Peaking 117 Framingham New England Framingham, MA 3 Oil Peaking 33 New Boston New England South Boston, MA 1 Oil Peaking 16 Mystic Jet New England Charlestown, MA 1 Oil Peaking 9 Total New England 2,941 Nine Mile Point New York Scriba, NY 2 50.01 Uranium Base-load 833 Ginna New York Ontario, NY 1 50.01 Uranium Base-load 288 Total New York 1,121 AVSR Other Lancaster, CA 1 Solar Base-load 198 Shooting Star Other Greensburg, KS 65 Wind Base-load 104 Exelon Wind 4 Other Gruver, TX 38 Wind Base-load 80 Bluegrass Ridge Other King City, MO 27 Wind Base-load 57 Conception Other Barnard, MO 24 Wind Base-load 50 Cow Branch Other Rock Port, MO 24 Wind Base-load 50 Mountain Home Other Glenns Ferry, ID 20 Wind Base-load 42 High Mesa Other Elmore Co., ID 19 Wind Base-load 40 Echo 1 Other Echo, OR 21 99 Wind Base-load 35 Sacramento PV Energy Other Sacremento, CA 4 Solar Base-load 30 Cassia Other Buhl, ID 14 Wind Base-load 29 Wildcat Other Lovington, NM 13 Wind Base-load 27 Sunnyside Other Sunnyside, UT 1 50 Waste Coal Base-load 26 Echo 2 Other Echo, OR 10 Wind Base-load 20 66(a)(b)(c)(d)(f)(f)(f)(f)(f)(f)(f)(f)(f)(h)(f)(h)(f)(h)(g)(f)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Station Region Location No. ofUnits PercentOwned PrimaryFuel Type PrimaryDispatchType NetGenerationCapacity (MW) Tuana Springs Other Hagerman, ID 8 Wind Base-load 17 Greensburg Other Greensburg, KS 10 Wind Base-load 13 Echo 3 Other Echo, OR 6 99 Wind Base-load 10 Exelon Wind 1 Other Gruver, TX 8 Wind Base-load 10 Exelon Wind 2 Other Gruver, TX 8 Wind Base-load 10 Exelon Wind 3 Other Gruver, TX 8 Wind Base-load 10 Exelon Wind 5 Other Texhoma, TX 8 Wind Base-load 10 Exelon Wind 6 Other Texhoma, TX 8 Wind Base-load 10 Exelon Wind 7 Other Sunray, TX 8 Wind Base-load 10 Exelon Wind 8 Other Sunray, TX 8 Wind Base-load 10 Exelon Wind 9 Other Sunray, TX 8 Wind Base-load 10 Exelon Wind 10 Other Dumas, TX 8 Wind Base-load 10 Exelon Wind 11 Other Dumas, TX 8 Wind Base-load 10 High Plains Other Panhandle, TX 8 99.5 Wind Base-load 10 Threemile Canyon Other Boardman, OR 6 Wind Base-load 10 Solar Arizona Other Various 20 Solar Base-load 29 Outback Solar Other Christmas Valley, OR 1 Solar Base-load 6 Loess Hills Other Rock Port, MO 4 Wind Base-load 5 Denver Airport Solar Other Denver, CO 1 Solar Base-load 4 California PV Energy Other Ontario, CA 2 Solar Base-load 3 Solar California Other Various 4 Solar Base-load 2 Hillabee Other Alexander City, AL 1 Gas Intermediate 670 Malacha Other Muck Valley, CA 1 50 Hydroelectric Intermediate 15 West Valley Other Salt Lake City, UT 5 Gas Peaking 185 Grand Prairie Other Alberta, Canada 1 Gas Peaking 75 SEGS 4, 5, 6 Other Boron, CA 3 4.2-12.2 Solar Peaking 8 Total Other 1,950 Total 35,137 (a)All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, Salem and Three Mile Island, which are pressurized water reactors.(b)100%, unless otherwise indicated.(c)Base-load units are plants that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at anessentially constant rate. Intermediate units are plants that normally operate to take load of a system during the daytime higher load hours and, consequently,produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used duringthe maximum load periods.(d)For nuclear stations, capacity reflects the annual mean rating. Fossil stations reflect a summer rating. Wind and solar facilities reflect name plate capacity.(e)Generation has agreed to permanently cease generation operation at Oyster Creek by December 31, 2019.(f)Net generation capacity is stated at proportionate ownership share.(g)Expected capacity upon project completion is 230MW. See Note 4 of the Combined Notes to Consolidated Financial Statements for additional information.(h)Reflects Generation’s 50.01% interest in CENG, a joint venture with EDF. For Nine Mile Point, the co-owner owns 18% of Unit 2. Thus Exelon’s ownership is 50.01%of 82% of Nine Mile Point Unit 2. Generation also has a unit-contingent PPA with CENG under which it purchases 85% of the nuclear plant output owned by CENGthat is not sold to third parties under the pre-existing PPAs through 2014.(i)In February 2014, Generation sold its remaining stake in Malacha. The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion,fuel restrictions, efficiency of cooling facilities, level of water supplies or generating units being temporarily out of service for inspection,maintenance, refueling, repairs or modifications required by regulatory authorities. Generation maintains property insurance against loss or damage to its principal plants and properties by fire or other perils, subject tocertain exceptions. For additional information regarding nuclear insurance of generating facilities, see ITEM 1. Business—Generation. For itsinsured losses, Generation is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurancemaintained. Any such losses could have a material adverse effect on Generation’s consolidated financial condition or results of operations. 67(a)(b)(c)(d)(f)(f)(f)(i)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ComEd ComEd’s electric substations and a portion of its transmission rights of way are located on property that ComEd owns. A significantportion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or propertythat others own. ComEd believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements,licenses and franchise rights; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rightsrest. Transmission and Distribution ComEd’s higher voltage electric transmission lines owned and in service at December 31, 2013 were as follows: Voltage (Volts) Circuit Miles765,000 90345,000 2,642138,000 2,292 ComEd’s electric distribution system includes 35,491 circuit miles of overhead lines and 30,626 circuit miles of underground lines. First Mortgage and Insurance The principal properties of ComEd are subject to the lien of ComEd’s Mortgage dated July 1, 1923, as amended and supplemented,under which ComEd’s First Mortgage Bonds are issued. ComEd maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For itsinsured losses, ComEd is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurancemaintained. Any such losses could have a material adverse effect on the consolidated financial condition or results of operations of ComEd. PECO PECO’s electric substations and a significant portion of its transmission lines are located on property that PECO owns. A significantportion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or propertythat others own. PECO believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements andlicenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest. Transmission and Distribution PECO’s high voltage electric transmission lines owned and in service at December 31, 2013 were as follows: Voltage (Volts) Circuit Miles500,000 188230,000 548138,000 15669,000 200 (a)In addition, PECO has a 22.00% ownership interest in 127 miles of 500 kV lines located in Pennsylvania and a 42.55% ownership interest in 131 miles of 500 kVlines located in Delaware and New Jersey. 68(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO’s electric distribution system includes 12,989 circuit miles of overhead lines and 8,915 circuit miles of underground lines. Gas The following table sets forth PECO’s natural gas pipeline miles at December 31, 2013: Pipeline Miles Transmission 31 Distribution 6,764 Service piping 6,068 Total 12,863 PECO has an LNG facility located in West Conshohocken, Pennsylvania that has a storage capacity of 1,200 mmcf and a send-outcapacity of 157 mmcf/day and a propane-air plant located in Chester, Pennsylvania, with a tank storage capacity of 1,980,000 gallons and apeaking capability of 25 mmcf/day. In addition, PECO owns 31 natural gas city gate stations and direct pipeline customer delivery points atvarious locations throughout its gas service territory. First Mortgage and Insurance The principal properties of PECO are subject to the lien of PECO’s Mortgage dated May 1, 1923, as amended and supplemented,under which PECO’s first and refunding mortgage bonds are issued. PECO maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For itsinsured losses, PECO is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurancemaintained. Any such losses could have a material adverse effect on the consolidated financial condition or results of operations of PECO. BGE BGE’s electric substations and a significant portion of its transmission lines are located on property that BGE owns. A significantportion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or propertythat others own. BGE believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements andlicenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest. Transmission and Distribution BGE’s high voltage electric transmission lines owned and in service at December 31, 2013 were as follows: Voltage (Volts) Circuit Miles500,000 218230,000 322138,000 54115,000 697 BGE’s electric distribution system includes 9,391 circuit miles of overhead lines and 15,933 circuit miles of underground lines. 69Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Gas The following table sets forth BGE’s natural gas pipeline miles at December 31, 2013: Pipeline Miles Transmission 163 Distribution 7,054 Service piping 6,146 Total 13,363 BGE has an LNG facility located in Baltimore, Maryland that has a storage capacity of 1,055 mmcf and a send-out capacity of 332mmcf/day, an LNG facility located in Westminster, Maryland that has a storage capacity of 6 mmcf and a send-out capacity of 6 mmcf/day,and a propane-air plant located in Baltimore, Maryland, with a storage capacity of 546 mmcf and a send-out capacity of 85 mmcf/day. Inaddition, BGE owns 12 natural gas city gate stations and 20 direct pipeline customer delivery points at various locations throughout its gasservice territory. Property Insurance BGE owns its principal headquarters building located in downtown Baltimore. BGE maintains property insurance against loss ordamage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, BGE is self-insured to the extent that anylosses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effecton the consolidated financial condition or results of operations of BGE. Exelon Security Measures The Registrants have initiated and work to maintain security measures. On a continuing basis, the Registrants evaluate enhancedsecurity measures at certain critical locations, enhanced response and recovery plans, long-term design changes and redundancy measures.Additionally, the energy industry has strategic relationships with governmental authorities to ensure that emergency plans are in place andcritical infrastructure vulnerabilities are addressed in order to maintain the reliability of the country’s energy systems. ITEM 3.LEGAL PROCEEDINGS Exelon, Generation, ComEd, PECO and BGE The Registrants are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. Forinformation regarding material lawsuits and proceedings, see Notes 3 and 22 of the Combined Notes to Consolidated Financial Statements.Such descriptions are incorporated herein by these references. ITEM 4.MINE SAFETY DISCLOSURES Exelon, Generation, ComEd, PECO and BGE Not Applicable to the Registrants. 70Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PART II (Dollars in millions except per share data, unless otherwise noted) ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES Exelon Exelon’s common stock is listed on the New York Stock Exchange. As of January 31, 2014, there were 857,419,806 shares ofcommon stock outstanding and approximately 129,928 record holders of common stock. The following table presents the New York Stock Exchange—Composite Common Stock Prices and dividends by quarter on a pershare basis: 2013 2012 FourthQuarter ThirdQuarter SecondQuarter FirstQuarter FourthQuarter ThirdQuarter SecondQuarter FirstQuarter High price $30.59 $32.42 $37.80 $34.56 $37.50 $39.82 $39.37 $43.70 Low price 26.64 29.42 29.84 29.10 28.40 34.54 36.27 38.31 Close 27.39 29.64 30.88 34.48 29.74 35.58 37.62 39.21 Dividends 0.310 0.310 0.310 0.525 0.525 0.525 0.525 0.525 71Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Stock Performance Graph The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 inExelon common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index for the period 2009 through 2013. This performance chart assumes: • $100 invested on December 31, 2008 in Exelon common stock, in the S&P 500 Stock Index and in the S&P Utility Index; and • All dividends are reinvested. Generation As of January 31, 2014, Exelon indirectly held the entire membership interest in Generation. ComEd As of January 31, 2014, there were 127,016,904 outstanding shares of common stock, $12.50 par value, of ComEd, of which127,002,904 shares were indirectly held by Exelon. At January 31, 2014, in addition to Exelon, there were 294 record holders of ComEdcommon stock. There is no established market for shares of the common stock of ComEd. 72Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO As of January 31, 2014, there were 170,478,507 outstanding shares of common stock, without par value, of PECO, all of which wereindirectly held by Exelon. BGE As of January 31, 2014, there were 1,000 outstanding shares of common stock, without par value, of BGE, all of which were indirectlyheld by Exelon. Exelon, Generation, ComEd, PECO and BGE Dividends Under applicable Federal law, Generation, ComEd, PECO and BGE can pay dividends only from retained, undistributed or currentearnings. A significant loss recorded at Generation, ComEd, PECO or BGE may limit the dividends that these companies can distribute toExelon. The Federal Power Act declares it to be unlawful for any officer or director of any public utility “to participate in the making or paying ofany dividends of such public utility from any funds properly included in capital account.” What constitutes “funds properly included in capitalaccount” is undefined in the Federal Power Act or the related regulations; however, FERC has consistently interpreted the provision to allowdividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividend is not excessive and (3) there is no self-dealing on the part of corporate officials. While these restrictions may limit the absolute amount of dividends that a particular subsidiary maypay, Exelon does not believe these limitations are materially limiting because, under these limitations, the subsidiaries are allowed to paydividends sufficient to meet Exelon’s actual cash needs. Under Illinois law, ComEd may not pay any dividend on its stock unless, among other things, “[its] earnings and earned surplus aresufficient to declare and pay same after provision is made for reasonable and proper reserves,” or unless it has specific authorization from theICC. ComEd has also agreed in connection with a financing arranged through ComEd Financing III that ComEd will not declare dividends onany shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debtsecurities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities ofComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No suchevent has occurred. PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividendson any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinateddebentures which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series DPreferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture underwhich the subordinated debentures are issued. No such event has occurred. BGE is subject to certain dividend restrictions established by the MDPSC. First, BGE is prohibited from paying a dividend on itscommon shares through the end of 2014. Second, BGE is prohibited from paying a dividend on its common shares if (a) after the dividendpayment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s seniorunsecured credit rating is rated by two of the three major credit rating agencies below investment grade. Finally, BGE must notify theMDPSC that it intends to declare a dividend on its common shares at least 30 days before such a dividend is paid. There are no otherlimitations on BGE paying common 73Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.stock dividends unless: (1) BGE elects to defer interest payments on the 6.20% Deferrable Interest Subordinated Debentures due 2043, andany deferred interest remains unpaid; or (2) any dividends (and any redemption payments) due on BGE’s preference stock have not beenpaid. At December 31, 2013, Exelon had retained earnings of $10,358 million, including Generation’s undistributed earnings of $3,613million, ComEd’s retained earnings of $750 million consisting of retained earnings appropriated for future dividends of $2,389 million,partially offset by $1,639 million of unappropriated retained deficits, PECO’s retained earnings of $649 million, and BGE’s retainedearnings of $1,005 million. The following table sets forth Exelon’s quarterly cash dividends per share paid during 2013 and 2012: 2013 2012 (per share) 4thQuarter 3rdQuarter 2ndQuarter 1stQuarter 4thQuarter 3rdQuarter 2ndQuarter 1stQuarter Exelon $0.310 $0.310 $0.310 $0.525 $0.525 $0.525 $0.525 $0.525 The following table sets forth Generation’s quarterly distributions and ComEd’s and PECO’s quarterly common dividend payments: 2013 2012 (in millions) 4thQuarter 3rdQuarter 2ndQuarter 1stQuarter 4thQuarter 3rdQuarter 2ndQuarter 1stQuarter Generation $75 $76 $263 $211 $242 $493 $291 $600 ComEd 55 55 55 55 10 10 10 75 PECO 83 83 83 83 85 86 85 87 First Quarter 2014 Dividend. On January 28, 2014, the Exelon Board of Directors declared a first quarter 2014 regular quarterlydividend of $0.31 per share on Exelon’s common stock payable on March 10, 2014, to shareholders of record of Exelon at the end of the dayon February 14, 2014. ITEM 6.SELECTED FINANCIAL DATA Exelon The selected financial data presented below has been derived from the audited consolidated financial statements of Exelon. This data isqualified in its entirety by reference to and should be read in conjunction with Exelon’s Consolidated Financial Statements and ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the Years Ended December 31, (In millions, except per share data) 2013 2012 2011 2010 2009 Statement of Operations data: Operating revenues $24,888 $23,489 $19,063 $18,644 $17,318 Operating income 3,656 2,380 4,479 4,726 4,750 Income from continuing operations 1,729 1,171 2,499 2,563 2,706 Income from discontinued operations — — — — 1 Net income 1,729 1,171 2,499 2,563 2,707 Earnings per average common share (diluted): Income from continuing operations $2.00 $1.42 $3.75 $3.87 $4.09 Net income $2.00 $1.42 $3.75 $3.87 $4.09 Dividends per common share $1.46 $2.10 $2.10 $2.10 $2.10 Average shares of common stock outstanding—diluted 860 819 665 663 662 74(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (a)The 2012 financial results only include the operations of Constellation and BGE from the date of the merger with Constellation (the Merger), March 12, 2012, throughDecember 31, 2012. December 31, (In millions) 2013 2012 2011 2010 2009 Balance Sheet data: Current assets $10,137 $10,140 $5,713 $6,398 $5,441 Property, plant and equipment, net 47,330 45,186 32,570 29,941 27,341 Noncurrent regulatory assets 5,910 6,497 4,518 4,140 4,872 Goodwill 2,625 2,625 2,625 2,625 2,625 Other deferred debits and other assets 13,922 14,113 9,569 9,136 8,901 Total assets $79,924 $78,561 $54,995 $52,240 $49,180 Current liabilities $7,728 $7,791 $5,134 $4,240 $4,238 Long-term debt, including long-term debt to financing trusts 18,271 18,346 12,189 12,004 11,385 Noncurrent regulatory liabilities 4,388 3,981 3,627 3,555 3,492 Other deferred credits and other liabilities 26,597 26,626 19,570 18,791 17,338 Preferred securities of subsidiary — 87 87 87 87 Non-controlling interest 15 106 3 3 — BGE preference stock not subject to mandatory redemption 193 193 — — — Shareholders’ equity 22,732 21,431 14,385 13,560 12,640 Total liabilities and shareholders’ equity $79,924 $78,561 $54,995 $52,240 $49,180 Generation The selected financial data presented below has been derived from the audited consolidated financial statements of Generation. Thisdata is qualified in its entirety by reference to and should be read in conjunction with Generation’s Consolidated Financial Statements andITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the Years Ended December 31, (In millions) 2013 2012 2011 2010 2009 Statement of Operations data: Operating revenues $15,630 $14,437 $10,447 $10,025 $9,703 Operating income 1,664 1,120 2,875 3,046 3,295 Net income 1,060 558 1,771 1,972 2,122 (a)The 2012 financial results only include the operations of Constellation from the date of the merger with Constellation (the Merger), March 12, 2012, throughDecember 31, 2012. December 31, (In millions) 2013 2012 2011 2010 2009 Balance Sheet data: Current assets $6,439 $6,211 $3,217 $3,087 $3,360 Property, plant and equipment, net 20,111 19,531 13,475 11,662 9,809 Other deferred debits and other assets 14,682 14,939 10,741 9,785 9,237 Total assets $41,232 $40,681 $27,433 $24,534 $22,406 Current liabilities $3,867 $4,097 $2,144 $1,843 $2,262 Long-term debt 7,168 7,455 3,674 3,676 2,967 Other deferred credits and other liabilities 17,455 16,464 12,907 11,838 10,385 Non-controlling interest 17 108 5 5 2 Member’s equity 12,725 12,557 8,703 7,172 6,790 Total liabilities and member’s equity $41,232 $40,681 $27,433 $24,534 $22,406 75(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ComEd The selected financial data presented below has been derived from the audited consolidated financial statements of ComEd. This data isqualified in its entirety by reference to and should be read in conjunction with ComEd’s Consolidated Financial Statements and ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the Years Ended December 31, (In millions) 2013 2012 2011 2010 2009 Statement of Operations data: Operating revenues $4,464 $5,443 $6,056 $6,204 $5,774 Operating income 954 886 982 1,056 843 Net income 249 379 416 337 374 December 31, (In millions) 2013 2012 2011 2010 2009 Balance Sheet data: Current assets $1,540 $1,775 $2,188 $2,151 $1,579 Property, plant and equipment, net 14,666 13,826 13,121 12,578 12,125 Goodwill 2,625 2,625 2,625 2,625 2,625 Noncurrent regulatory assets 933 666 699 947 1,096 Other deferred debits and other assets 4,354 4,013 4,005 3,351 3,272 Total assets $24,118 $22,905 $22,638 $21,652 $20,697 Current liabilities $2,048 $1,655 $2,071 $2,134 $1,597 Long-term debt, including long-term debt to financing trusts 5,264 5,521 5,421 4,860 4,704 Noncurrent regulatory liabilities 3,512 3,229 3,042 3,137 3,145 Other deferred credits and other liabilities 5,766 5,177 5,067 4,611 4,369 Shareholders’ equity 7,528 7,323 7,037 6,910 6,882 Total liabilities and shareholders’ equity $24,118 $22,905 $22,638 $21,652 $20,697 PECO The selected financial data presented below has been derived from the audited consolidated financial statements of PECO. This data isqualified in its entirety by reference to and should be read in conjunction with PECO’s Consolidated Financial Statements and ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the Years Ended December 31, (In millions) 2013 2012 2011 2010 2009 Statement of Operations data: Operating revenues $3,100 $3,186 $3,720 $5,519 $5,311 Operating income 666 623 655 661 697 Net income 395 381 389 324 353 Net income on common stock 388 377 385 320 349 76Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. December 31, (In millions) 2013 2012 2011 2010 2009 Balance Sheet data: Current assets $906 $1,094 $1,243 $1,670 $1,006 Property, plant and equipment, net 6,384 6,078 5,874 5,620 5,297 Noncurrent regulatory assets 1,448 1,378 1,216 968 1,834 Other deferred debits and other assets 879 803 823 727 882 Total assets $9,617 $9,353 $9,156 $8,985 $9,019 Current liabilities $891 $1,158 $1,145 $1,163 $939 Long-term debt, including long-term debt to financing trusts 2,131 1,831 1,781 2,156 2,405 Noncurrent regulatory liabilities 629 538 585 418 317 Other deferred credits and other liabilities 2,901 2,757 2,620 2,278 2,706 Preferred securities — 87 87 87 87 Shareholders’ equity 3,065 2,982 2,938 2,883 2,565 Total liabilities and shareholders’ equity $9,617 $9,353 $9,156 $8,985 $9,019 BGE The selected financial data presented below has been derived from the audited consolidated financial statements of BGE. This data isqualified in its entirety by reference to and should be read in conjunction with BGE’s Consolidated Financial Statements and ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the Years Ended December 31, (In millions) 2013 2012 2011 2010 2009 Statement of Operations data: Operating revenues $3,065 $2,735 $3,068 $3,541 $3,646 Operating income 449 132 314 350 268 Net income 210 4 136 147 91 Net income (loss) attributable to common shareholder 197 (9) 123 134 78 December 31, (In millions) 2013 2012 2011 2010 2009 Balance Sheet data: Current assets $1,011 $980 $969 $1,012 $1,205 Property, plant and equipment, net 5,864 5,498 5,132 4,754 4,470 Noncurrent regulatory assets 524 522 551 566 602 Other deferred debits and other assets 462 506 551 545 386 Total assets $7,861 $7,506 $7,203 $6,877 $6,663 Current liabilities $827 $980 $734 $728 $753 Long-term debt, including long-term debt to financing trusts and variableinterest entities 2,199 1,969 2,186 2,060 2,141 Noncurrent regulatory liabilities 204 214 201 192 188 Other deferred credits and other liabilities 2,076 1,985 1,781 1,634 1,434 Preference stock not subject to mandatory redemption 190 190 190 190 190 Shareholders’ equity 2,365 2,168 2,111 2,073 1,939 Non-controlling interest — — — — 18 Total liabilities and shareholders’ equity $7,861 $7,506 $7,203 $6,877 $6,663 (a)BGE retrospectively reclassified certain regulatory assets and regulatory liabilities to conform to the current year presentation. 77(a)(a)(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exelon Executive Overview Exelon, a utility services holding company, operates through the following principal subsidiaries: • Generation, whose integrated business consists of owned, contracted and investments in electric generating facilities managedthrough customer supply of electric and natural gas products and services, including renewable energy products, risk managementservices and natural gas exploration and production activities. • ComEd, whose business consists of the purchase and regulated retail sale of electricity and the provision of distribution andtransmission services in northern Illinois, including the City of Chicago. • PECO, whose business consists of the purchase and regulated retail sale of electricity and the provision of distribution andtransmission services in southeastern Pennsylvania, including the City of Philadelphia, and the purchase and regulated retail saleof natural gas and the provision of distribution services in the Pennsylvania counties surrounding the City of Philadelphia. • BGE, whose business consists of the purchase and regulated retail sale of electricity and the provision of distribution andtransmission services in central Maryland, including the City of Baltimore, and the purchase and regulated retail sale of natural gasand the provision of distribution services in central Maryland, including the City of Baltimore. Exelon has nine reportable segments consisting of Generation’s six power marketing reportable segments (Mid-Atlantic, Midwest,New England, New York, ERCOT and Other Regions in Generation), ComEd, PECO and BGE. See Note 24 of the Combined Notes toConsolidated Financial Statements for additional information regarding Exelon’s reportable segments. Through its business services subsidiary BSC, Exelon provides its operating subsidiaries with a variety of support services at cost. Thecosts of these services are directly charged or allocated to the applicable operating segments. Additionally, the results of Exelon’s corporateoperations include costs for corporate governance and interest costs and income from various investment and financing activities. Exelon’s consolidated financial information includes the results of its four separate operating subsidiary registrants, Generation,ComEd, PECO and BGE, which, along with Exelon, are collectively referred to as the Registrants. The following combined Management’sDiscussion and Analysis of Financial Condition and Results of Operations is separately filed by Exelon, Generation, ComEd, PECO andBGE. However, none of the Registrants makes any representation as to information related solely to any of the other Registrants. Financial Results. The following consolidated financial results reflect the results of Exelon for year ended December 31, 2013compared to the same period in 2012. The 2012 financial results only include the operations of Constellation and BGE from the date of themerger with Constellation (the Merger), March 12, 2012, through December 31, 2012. All amounts presented below are before the impact ofincome taxes, except as noted. Results in 2013 were unfavorably impacted at Generation by continuing declines in realized power and gas prices, in part driven by theabundance of natural gas supply, continued sluggish demand and subsidized renewable generation; only partially offset by improved returnsat the utilities, and the 78Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.realization of additional post-merger synergies and operational excellence across all businesses. Generation’s financial results continue to bechallenged by low natural gas prices, and by the impacts of excess generation from subsidized renewable energy, flat load growth anddistorted market designs, especially in its Midwest markets. The Years Ended December 31, Favorable(Unfavorable)Variance 2013 2012 Generation ComEd PECO BGE Other Exelon Exelon Operating revenues $15,630 $4,464 $3,100 $3,065 $(1,371) $24,888 $23,489 $1,399 Purchased power and fuel 8,197 1,174 1,300 1,421 (1,368) 10,724 10,157 (567) Revenue net of purchased power andfuel 7,433 3,290 1,800 1,644 (3) 14,164 13,332 832 Other operating expenses Operating and maintenance 4,534 1,368 748 634 (14) 7,270 7,961 691 Depreciation and amortization 856 669 228 348 52 2,153 1,881 (272) Taxes other than income 389 299 158 213 36 1,095 1,019 (76) Total other operating expenses 5,779 2,336 1,134 1,195 74 10,518 10,861 343 Equity in earnings/(losses) ofunconsolidated affiliates 10 — — — — 10 (91) 101 Operating income 1,664 954 666 449 (77) 3,656 2,380 1,276 Other income and (deductions) Interest expense, net (357) (579) (115) (122) (183) (1,356) (928) (428) Other, net 368 26 6 17 56 473 346 127 Total other income and(deductions) 11 (553) (109) (105) (127) (883) (582) (301) Income (loss) before income taxes 1,675 401 557 344 (204) 2,773 1,798 975 Income taxes 615 152 162 134 (19) 1,044 627 (417) Net income (loss) 1,060 249 395 210 (185) 1,729 1,171 558 Net (loss) income attributable tononcontrolling interests, preferred securitydividends and preference stock dividends (10) — 7 13 — 10 11 1 Net income (loss) on common stock $1,070 $249 $388 $197 $(185) $1,719 $1,160 $559 (a)The Registrants’ evaluate operating performance using the measure of revenue net of purchased power and fuel expense. The Registrants’ believe that revenue netof purchased power and fuel expense is a useful measurement because it provides information that can be used to evaluate its operational performance. Revenuenet of purchased power and fuel expense is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed moreuseful than the GAAP information provided elsewhere in this report. Exelon’s net income on common stock was $1,719 million for the year ended December 31, 2013 as compared to $1,160 million forthe year ended December 31, 2012, and diluted earnings per average common share were $ 2.00 for the year ended December 31, 2013 ascompared to $1.42 for the year ended December 31, 2012. Operating revenues net of purchased power and fuel expense, which is a non-GAAP measure discussed below, increased by $832million as compared to 2012. The year-over-year increase in operating revenue net of purchased power and fuel expense reflects theinclusion of Constellation and BGE’s results for the full period in 2013 and was primarily due to the following favorable factors: • Decrease in Generation’s amortization expense for the acquired energy contracts recorded at fair value at the merger date of $610million; 79(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. • Increase in BGE’s revenue net of purchased power and fuel expense of $278 million, primarily as a result of the inclusion ofBGE’s results for the full period in 2013, accrual of the residential customer rate credit that was a condition of the MDPSC’sapproval of Exelon’s merger with Constellation in 2012, and the impact of the MDPSC approved electric and natural gasdistribution rate increases that became effective February 23, 2013; • Increase in Generation’s revenue net of purchased power and fuel of $159 million on other activities, including proprietary trading,retail gas, energy efficiency, energy management and demand response, upstream natural gas and the design and construction ofcustomer sited solar facilities, primarily due to the addition of Constellation; and • Increase in ComEd’s revenue net of purchased power expense of $154 million primarily due to increased distribution revenue dueto recovery of increased costs and capital investment and higher allowed ROE pursuant to the formula rate under EIMA and theenactment of Senate Bill 9. The year-over-year increase in operating revenue net of purchased power and fuel expense was partially offset by the followingunfavorable factors: • Decrease in Generation’s electric revenue net of purchased power and fuel expense of $565 million primarily due to lower realizedenergy prices, lower load volume and increased nuclear fuel expense, partially offset by higher capacity revenue, increased nuclearvolumes, and lower energy supply costs as a result of the integration of the energy generation and load serving businessesfollowing the merger; • Reduced revenue net of purchased power and fuel at Generation of $136 million in 2013 associated with the Maryland Clean Coalassets that were sold in November 2012 and lost compensation on the reliability-must-run program with PJM for retired fossilgenerating assets that expired on May 31, 2012; and • Decrease in PECO’s revenue net of purchased power and fuel expense of $11 million primarily due to the decrease in effectiverates due to increased usage per customer across all customer classes, decreased cost recovery for energy efficiency and demandresponse programs, decreased gross receipts tax revenue, and the customer refund in 2013 of the tax cash benefit related to gasproperty distribution repairs. Operating and maintenance expense decreased by $691 million as compared to 2012 primarily due to the following favorable factors: • Decrease in operating and maintenance expense associated with the generating assets retired or divested during 2012 of $442million; • Costs incurred in March 2012 of $216 million and $195 million as part of the Maryland order approving the merger and asettlement with the FERC, respectively; • Decrease in Constellation merger and integration costs of $201 million in 2013; and • Decrease in uncollectible accounts expense of $58 million at ComEd resulting from the timing of regulatory cost recovery andcustomers purchasing electricity from competitive electric generation suppliers. The year-over-year decrease in operating and maintenance expense was partially offset by the following unfavorable factors: • Increase in labor, other benefits, contracting and materials costs of $298 million, primarily due to the addition of BGE andConstellation for the full period in 2013; and • Long-lived asset impairments and related charges of $174 million in 2013, primarily related to Generation’s cancellation of nuclearuprate projects and the impairment of certain wind generating assets. 80Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Depreciation and amortization expense increased by $272 million primarily due to the addition of BGE and Constellation for the fullperiod in 2013, BGE’s and Constellation’s plant balances in 2012, ongoing capital expenditures across the operating companies, thecompletion of wind and solar facilities placed into service in the second half of 2012 and in 2013 at Generation, and increased regulatoryasset amortization related to higher MGP remediation expenditures and higher costs for energy efficiency and demand response programs atComEd and BGE, respectively. The favorable increase in Equity in earnings/loss of unconsolidated affiliates of $101 million was primarily due to higher net incomefrom Generation’s equity investment in CENG in 2013 compared to the same period in 2012 and lower amortization of the basis differenceof Generation’s ownership interest in CENG recorded at fair value in connection with the merger. Interest expense increased by $428 million primarily due to an increase in interest expense at ComEd related to the remeasurement ofExelon’s like-kind exchange tax position in the first quarter of 2013, an increase in debt obligations as a result of the merger and an increasein project financing at Generation in 2013. Exelon’s effective income tax rates for the years ended December 31, 2013 and 2012 were 37.6% and 34.9%, respectively. See Note14 of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective incometax rates. For further detail regarding the financial results for the years ended December 31, 2013 and 2012, including explanation of the non-GAAP measure revenue net of purchased power and fuel expense, see the discussions of Results of Operations by Segment below. Adjusted (non-GAAP) Operating Earnings Exelon’s adjusted (non-GAAP) operating earnings for the year ended December 31, 2013 were $2,149 million, or $2.50 per dilutedshare, compared with adjusted (non-GAAP) operating earnings of $2,330 million, or $2.85 per diluted share, for the same period in 2012. Inaddition to net income, Exelon evaluates its operating performance using the measure of adjusted (non-GAAP) operating earnings becausemanagement believes it represents earnings directly related to the ongoing operations of the business. Adjusted (non-GAAP) operatingearnings exclude certain costs, expenses, gains and losses and other specified items. This information is intended to enhance an investor’soverall understanding of year-to-year operating results and provide an indication of Exelon’s baseline operating performance excluding itemsthat are considered by management to be not directly related to the ongoing operations of the business. In addition, this information is amongthe primary indicators management uses as a basis for evaluating performance, allocating resources, setting incentive compensation targetsand planning and forecasting of future periods. Adjusted (non-GAAP) operating earnings is not a presentation defined under GAAP and maynot be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report. 81Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The following table provides a reconciliation between net income as determined in accordance with GAAP and adjusted (non-GAAP)operating earnings for the year ended December 31, 2013 as compared to 2012: December 31, 2013 2012 (All amounts after tax; in millions, except per share amounts) EarningsperDilutedShare EarningsperDilutedShare Net Income $1,719 $2.00 $1,160 $1.42 Mark-to-Market Impact of Economic Hedging Activities (310) (0.35) (310) (0.38) Unrealized Net Gains Related to NDT Fund Investments (78) (0.09) (56) (0.07)Plant Retirements and Divestitures (13) (0.02) 236 0.29 Asset Retirement Obligation 7 0.01 1 — Merger and Integration Costs 87 0.08 257 0.31 Other Acquisition Costs — — 3 — Reassessment of State Deferred Income Taxes 4 — (117) (0.14) Amortization of Commodity Contract Intangibles 347 0.41 758 0.93 Amortization of the Fair Value of Certain Debt (7) (0.01) (9) (0.01)Remeasurement of Like-Kind Exchange Tax Position 267 0.31 — — Long-Lived Asset Impairment 110 0.14 — — Maryland Commitments — — 227 0.28 FERC Settlement — — 172 0.21 Midwest Generation Bankruptcy Charges 16 0.02 8 0.01 Adjusted (non-GAAP) Operating Earnings $2,149 $2.50 $2,330 $2.85 (a)Reflects the impact of (gains) losses for the years ended December 31, 2013 and 2012, respectively, on Generation’s economic hedging activities (net of taxes of $201million and $200 million, respectively). In order to better align the impacts of economic hedging with the underlying business activity (e.g. the sale of power and/orthe use of fuel), these unrealized (gains) losses are excluded from operating earnings until the transactions are realized. See Note 12—Derivative FinancialInstruments of the Combined Notes to Consolidated Financial Statements for additional detail related to Generation’s hedging activities.(b)Reflects the impact of unrealized gains for the years ended December 31, 2013 and 2012, respectively, on Generation’s NDT fund investments for Non-RegulatoryAgreement Units (net of taxes of $(144) million and $(132) million, respectively). See Note 15—Nuclear Decommissioning of the Combined Notes to ConsolidatedFinancial Statements for additional detail related to Generation’s NDT fund investments.(c)Reflects the impacts associated with the sale or retirement of generating stations in the years ended December 31, 2013 and 2012 (net of taxes of $4 million and $106million, respectively). See “Results of Operations—Generation” for additional detail related to the generating unit retirements.(d)Primarily reflects the impact of an increase in Generation’s asset retirement obligation for asbestos at retired fossil plants for the year ended December 31, 2013 (netof taxes of $(5) million). Primarily reflects the impact of an increase in Generation’s decommissioning obligation for spent nuclear fuel at retired nuclear units for theyear ended December 31, 2012 (net of taxes of $(1) million).(e)Reflects certain costs incurred in the years ended December 31, 2013 and 2012 (net of taxes of $33 million and $161 million, respectively) associated with the merger,including employee-related expenses (e.g. severance, retirement, relocation and retention bonuses) integration initiatives, certain pre-acquisition contingencies, andCENG transaction costs, partially offset in 2013 by a one-time benefit pursuant to the BGE 2012 electric and gas distribution rate case order for the recovery ofpreviously incurred integration costs. See Note 4—Merger and Acquisitions of the Combined Notes to the Consolidated Financial Statements for additional information.(f)Reflects certain costs incurred in the year ended 2012 associated with various acquisitions (net of taxes of $2 million).(g)Reflects the non-cash impacts of the remeasurement of state deferred income taxes, primarily as a result of changes in forecasted apportionment in 2013 and as aresult of the merger in 2012. See Note 14—Income Taxes of the Combined Notes to the Consolidated Financial Statements for additional information.(h)Reflects the non-cash impact for the years ended December 31, 2013 and 2012 (net of taxes of $219 million and $491 million, respectively) of the amortization ofintangible assets, net, related to commodity contracts recorded at fair value at the Constellation merger date. See Note 4—Merger and Acquisitions of the CombinedNotes to the Consolidated Financial Statements for additional information. 82 (a)(b) (c) (d) (e) (f)(g)(h)(i)(j)(k)(l)(m)(n)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(i)Reflects the non-cash amortization of certain debt for the years ended December 31, 2013 and 2012 (net of taxes of $5 million and $6 million, respectively) recorded atfair value at the Constellation merger date which was retired in the second quarter of 2013. See Note 4—Merger and Acquisitions of the Combined Notes toConsolidated Financial Statements for additional information.(j)Reflects a non-cash charge to earnings for the year ended December 31, 2013 (net of taxes of $102 million) resulting from the first quarter 2013 remeasurement of alike-kind exchange tax position taken on ComEd’s 1999 sale of fossil generating assets. See Note 14 of the Combined Notes to the Consolidated Financial statements foradditional information.(k)Reflects 2013 impairment and related charges to earnings for the year ended December 31, 2013 (net of taxes of $69 million) primarily related to Generation’scancellation of nuclear uprate projects and the impairment of certain wind generating assets.(l)Reflects costs incurred for the year ended December 31, 2012 associated with the Constellation merger (net of taxes of $101 million) as part of the Maryland orderapproving the merger transaction. See Note 4 of the Combined Notes to Consolidated Financial Statements for additional information.(m)Reflects costs incurred for the year ended December 31, 2012 (net of taxes of $23 million) as part of a settlement with the FERC to resolve a dispute related toConstellation’s pre-merger hedging and risk management transactions. See Note 14 of the Combined Notes to Consolidated Financial Statements for additionalinformation.(n)Reflects costs incurred to establish estimated liabilities for the years ended December 31, 2013 and December 31, 2012 (net of taxes of $10 million and $5 million,respectively) pursuant to the Midwest Generation bankruptcy, primarily related to lease payments under a coal rail car lease and estimated payments for asbestos-related personal injury claims. As discussed above, Exelon has incurred and will continue to incur costs associated with the Constellation merger, including meetingthe various commitments set forth by regulators and agreed-upon with other interested parties as part of the merger approval process, andintegrating the former Constellation businesses into Exelon. For the year ended December 31, 2013, expense has been recognized for costs incurred to achieve the merger, prior to consideration ofregulatory accounting treatment, as follows: Pre-tax Expense Twelve Months Ended December 31, 2013 Merger and Integration Costs: Generation ComEd PECO BGE Exelon Employee-Related 48 4 3 1 58 Other 58 12 6 5 84 Total $106 $16 $9 $6 $142 Pre-tax Expense Twelve Months Ended December 31, 2012 Merger and Integration Costs: Generation ComEd PECO BGE Exelon Maryland Commitments 35 — — 139 328 Employee-Related 138 24 11 24 207 Other 167 17 6 7 211 Transaction $— $— $— $— $58 Total $340 $41 $17 $170 $804 (a)For Exelon, Generation and BGE, includes the operations of the acquired businesses from the date of the merger March 12, 2012 through the year endedDecember 31, 2013.(b)Costs primarily for employee severance, pension and OPEB expense and retention bonuses. ComEd established regulatory assets of $2 million and $21 million forthe years ended December 31, 2013 and December 31, 2012, respectively. BGE established regulatory assets of $0 million and $22 million for the years endedDecember 31, 2013 and December 31, 2012, respectively. The majority of these costs are expected to be recovered over a five-year period.(c)Costs to integrate Constellation processes and systems into Exelon and to terminate certain Constellation debt agreements. ComEd established a regulatory asset of $9million and $15 million for the years ended December 31, 2013 and December 31, 2012, respectively, for certain other merger and integration costs. BGE establisheda regulatory asset of $12 million and $0 million for the years ended December 31, 2013 and December 31, 2012, respectively, for certain other merger and integrationcosts.(d)External, third-party costs paid to advisors, consultants, lawyers and other experts to assist in the due diligence and regulatory approval processes and in the closingof the transaction. 83(a)(a)(a)(b)(c)(a)(a)(b)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As of December 31, 2013, Exelon expects to incur total additional Constellation merger-related expenses in 2014 and 2015 ofapproximately $34 million. Pursuant to the conditions set forth by the MDPSC in its approval of the merger transaction, Exelon committed to provide a package ofbenefits to BGE customers, and make certain investments in the City of Baltimore and the State of Maryland, resulting in an estimateddirect investment in the State of Maryland of approximately $1 billion. The direct investment includes $95 million to $120 million for therequirement to cause construction of a headquarters building in Baltimore for Generation’s competitive energy businesses. On March 20,2013, Generation signed a twenty-year lease agreement that is contingent upon the developer obtaining financing for the construction of thebuilding. Once required approvals are received and financing condition is satisfied, construction of the building will commence. The buildingis expected to be ready for occupancy in two years following commencement of construction. The direct investment estimate also includes$625 million in expenditures relating to the development of 285-300 MW of new electric generation facilities in Maryland (expected to becompleted over the next ten years). Exelon’s Strategy and Outlook for 2014 and Beyond Exelon’s value proposition and competitive advantage come from its scope and scale across the energy value chain and its corestrengths of operational excellence and financial discipline. On March 12, 2012, the Exelon and Constellation merger was completed. The merger creates incremental strategic value by matchingExelon’s clean generation fleet with Constellation’s leading customer-facing platform, as well as creating economies of scale throughexpansion across the energy value chain. Exelon supports customer switching to alternative electric generation suppliers and the addition ofConstellation’s competitive retail operations provides another outlet for Exelon to grow its business in competitive markets. Generation’s electricity generation strategy is to pursue opportunities that provide generation to load matching and that diversify thegeneration fleet by expanding Generation’s regional and technological footprint. Generation leverages its energy generation portfolio toensure delivery of energy to both wholesale and retail customers under long-term and short-term contracts, and in wholesale power markets.Generation’s customer facing activities foster development and delivery of other innovative energy-related products and services for itscustomers. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity pricevolatility. Its generation fleet, including its nuclear plants which consistently operate at high capacity factors, also provide geographic andsupply source diversity. These factors help mitigate the current challenging conditions in competitive energy markets. Exelon’s utility strategy is to improve reliability and operations and enhance the customer experience, while ensuring ratemakingmechanisms provide the utilities fair financial returns. Exelon seeks to leverage its scale and expertise across the utilities platform throughenhanced standardization and sharing of best practices to achieve improved operational and financial results. Combined, the utilities plan toinvest approximately $15 billion over the next five years in smart meter technology, transmission projects, gas infrastructure, and electricsystem improvement projects, providing greater reliability and improved service for our customers and a stable return for the company. Exelon’s financial priorities are to maintain investment grade credit metrics at each of Exelon, Generation, ComEd, PECO and BGE,and to return value to Exelon’s shareholders with a sustainable dividend throughout the energy commodity market cycle and throughearnings growth from attractive investment opportunities. 84Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In pursuing its strategies, Exelon has exposure to various market and financial risks, including the risk of price fluctuations in thepower markets. Power prices are a function of supply and demand, which in turn are driven by factors such as (1) the price of fuels, inparticular, the prices of natural gas and coal, which drive the market prices that Generation can obtain for the output of its power plants,(2) the rate of expansion of subsidized low-carbon generation in the markets in which Generation’s output is sold, (3) the effects on energydemand due to factors such as weather, economic conditions and implementation of energy efficiency and demand response programs, and(4) the impacts of increased competition in the retail channel. Exelon continues to assess infrastructure, operational, commercial, policy, andlegal solutions to these market pricing issues. Power Markets Price of Fuels. The use of new technologies to recover natural gas from shale deposits is increasing natural gas supply and reserves,which places downward pressure on natural gas prices and, therefore, on wholesale and retail power prices, which results in a reduction inExelon’s revenues. Since the third quarter of 2011, forward natural gas prices for 2014 and 2015 have declined significantly; in part reflectingan increase in supply due to strong natural gas production (due to shale gas development). Subsidized Generation. The rate of expansion of subsidized low-carbon generation such as wind and solar energy in the markets inwhich Generation’s output is sold can negatively impact wholesale power prices, and in turn, Generation’s results of operations. Various states have implemented or proposed legislation, regulations or other policies to subsidize new generation development, whichmay result in artificially depressed wholesale energy and capacity prices. For example, the New Jersey legislature enacted into law inJanuary 2011, the Long Term capacity Pilot Program (LCAPP). LCAPP provides eligible generators with 15-year fixed contracts for the sale ofcapacity in the PJM capacity market. Under LCAPP, the local utilities in New Jersey are required to pay (or receive) the difference betweengenerators receive in the capacity market and the price guaranteed under the 15 year contract. New Jersey ultimately selected three proposalsto participate in LCAPP and build new generation in the state. In addition, on April 12, 2012, the MDPSC issued an order directing theMaryland electric utilities to enter into a 20-year contract for differences (CfD) with CPV Maryland, LLC (CPV), under which CPV willconstruct an approximately 700 MW combined cycle gas turbine in Waldorf, Maryland, that it projected will be in commercial operation byJune 1, 2015. CPV has subsequently sought to extend that date. The CfD mandates that utilities (including BGE) pay (or receive) thedifference between CPV’s contract price and the revenues it receives for capacity and energy from clearing the unit in the PJM capacitymarket. Exelon and others filed a complaint in federal district court challenging the constitutionality and other aspects of the New Jerseylegislation. Similarly, Exelon and others are also challenging the selection of the three generation developers in New Jersey state courtproceedings and the MDPSC actions in Maryland state court. On October 25, 2013, the U.S. District Court in New Jersey issued a judgmentorder finding that the New Jersey legislation violates the Supremacy Clause of the United States Constitution and the New Jersey SOCAcontract is unenforceable. Similarly, on October 24, 2013, the U.S. District Court in Maryland issued a judgment order finding that theMDPSC’s Order directing BGE and two other Maryland electric distribution companies to enter into a CfD violates the Supremacy Clause ofthe United States Constitution, as described in Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements. Inaddition, on October 1, 2013, a Maryland State Circuit Court upheld the MDPSC Orders as being within the MDPSC’s statutory authorityunder Maryland state law. This decision is separate from the judgment in the federal litigation that the MDPSC Order is unconstitutional andthe CfD unenforceable under federal law. The federal judgment, if upheld, would prevent enforcement of the CfD even if the Circuit Courtdecision stands. The non-prevailing parties have sought appeals in federal appellate court in both the New Jersey and 85Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Maryland federal litigation. Finally, on October 23, 2013, the New Jersey state court dismissed the New Jersey state proceeding withoutprejudice, subject to the final outcome of the New Jersey federal litigation. As required under their contracts, two of the New Jersey generator developers and one in Maryland offered and cleared in PJM’scapacity market auctions held in May 2012 and 2013. In addition, CPV has announced its intention to move forward with construction of itsNew Jersey plant, with or without the challenged state subsidy. Nonetheless to the extent that the state-required customer subsidies areincluded under their respective contracts, Exelon believes that these projects may have artificially suppressed capacity prices in PJM in theseauctions and may continue to do so in future auctions to the detriment of Exelon’s market driven position. While the U.S. District Courtdecisions in Maryland and New Jersey are positive developments, continuation of these state efforts, if successful and unabated by aneffective minimum offer price rule (MOPR), could continue to result in artificially depressed wholesale capacity and/or energy prices. Otherstates could seek to establish programs, which could substantially impact Exelon’s market driven position and could have a significant effecton Exelon’s financial results of operations, financial position and cash flows. PJM’s capacity market rules include a MOPR, which is intended to preclude sellers from artificially suppressing the competitive pricesignals for generation capacity. However, as described above, Exelon does not believe that the existing MOPR will work effectively withrespect to generator developers who have a state-sponsored subsidy and has concerns with certain other aspects of PJM’s rules related to thecapacity auction. Accordingly, Exelon is working with other market stakeholders on several proposed changes to the PJM tariff aimed atensuring that capacity resources (including those with state-sponsored subsidy contracts, excessive imported capacity resources and certainlimited availability demand response resources) cannot inappropriately affect capacity auction prices in PJM. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on theMaryland Order. Exelon remains active in advocating for competitive markets, opposing policies that ask either taxpayers or consumers to subsidize orgive preferential treatment to specific generation providers or technologies, or that would threaten the reliability and value of the integratedelectricity grid. Energy Demand. The continued tepid economic environment and growing energy efficiency initiatives have limited the demand forelectricity across each of the Exelon utility companies. ComEd is projecting load volumes to decrease by 0.2% in 2014 compared to 2013,while PECO and BGE are projecting an increase of 0.3% and 0.6%, respectively, in 2014 compared to 2013. Retail Competition. Generation’s retail operations compete for customers in a competitive environment, which affect the margins thatGeneration can earn and the volumes that it is able to serve. Recently, sustained low forward natural gas and power prices and low marketvolatility have caused retail competitors to aggressively pursue market share, and wholesale generators (including Generation) to use theirretail operations to hedge generation output. These factors have adversely affected overall gross margins and profitability in Generation’sretail operations. Strategic Policy Alignment Exelon routinely reviews its hedging policy, dividend policy, operating and capital costs, capital spending plans, strength of its balancesheet and credit metrics, and sufficiency of its liquidity position, by performing various stress tests with differing variables, such ascommodity price movements, increases in margin-related transactions, changes in hedging practices, and the impacts of hypothetical creditdowngrades. 86Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon’s board of directors declared the first quarter 2013 dividend of $0.525 per share, and in response to low forward energy pricesand weaker financial expectations, among other factors, approved a revised dividend policy going forward. The first quarter dividend was paidon March 8, 2013 to shareholders of record on February 19, 2013 and was based on Exelon’s previous dividend of $2.10 per share on anannualized basis. The second, third and fourth quarter dividends were based on Exelon’s new dividend policy of $0.31 per share quarterlydividend ($1.24 per share on an annualized basis). All future quarterly dividends require approval by Exelon’s board of directors. Exelon and Generation evaluate the economic viability of each of their generating units on an ongoing basis. Decisions regarding thefuture of economically challenged generating assets will be based primarily on the economics of continued operation of the individual plants.If Exelon and Generation do not see a path to sustainable profitability in any of their plants, Exelon and Generation will take steps to retirethose plants to avoid sustained losses. Retirement of plants could materially affect Exelon’s and Generation’s results of operations, financialposition, and cash flows through among other things, potential impairment charges, accelerated depreciation and decommissioningexpenses over the plants remaining useful lives, and ongoing reductions to operating revenues, operating and maintenance expenses, andcapital expenditures. Hedging Strategy Exelon’s policy to hedge commodity risk on a ratable basis over three-year periods is intended to reduce the financial impact of marketprice volatility. Generation is exposed to commodity price risk associated with the unhedged portion of its electricity portfolio. Generationenters into non-derivative and derivative contracts, including financially-settled swaps, futures contracts and swap options, and physicaloptions and physical forward contracts, all with credit-approved counterparties, to hedge this anticipated exposure. Generation has hedges inplace that significantly mitigate this risk for 2014 and 2015. However, Generation is exposed to relatively greater commodity price risk in thesubsequent years with respect to which a larger portion of its electricity portfolio is currently unhedged. As of December 31, 2013, thepercentage of expected generation hedged for the major reportable segments was 92%-95%, 62%-65% and 30%-33% for 2014, 2015, and2016, respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expectedgeneration. Expected generation represents the amount of energy estimated to be generated or purchased through owned or contractedcapacity. Equivalent sales represent all hedging products, which include economic hedges and certain non-derivative contracts includingGeneration’s sales of energy to ComEd, PECO and BGE relating to their respective retail load obligations. Generation has been and willcontinue to be proactive in using hedging strategies to mitigate commodity price risk in subsequent years as well. Generation procures coal, oil and natural gas through long-term and short-term contracts and spot-market purchases. Nuclear fuel isobtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichmentservices and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services, coal, oil andnatural gas are subject to price fluctuations and availability restrictions. Supply market conditions may make Generation’s procurementcontracts subject to credit risk related to the potential non-performance of counterparties to deliver the contracted commodity or service at thecontracted prices. Approximately 60% of Generation’s uranium concentrate requirements from 2014 through 2018 are supplied by threeproducers. In the event of non-performance by these or other suppliers, Generation believes that replacement uranium concentrates can beobtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Non-performance bythese counterparties could have a material adverse impact on Exelon’s and Generation’s results of operations, cash flows and financialposition. ComEd, PECO and BGE mitigate such exposure through regulatory mechanisms that allow them to recover procurement costsfrom retail customers. 87Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Growth Opportunities Exelon is currently pursuing growth in both the utility and generation businesses focused primarily on smart meter and smart gridinitiatives at the utilities and on renewables development and the nuclear uprate program at Generation. The utilities also anticipate makingsignificant future investments in infrastructure modernization and improvement initiatives. Management continually evaluates growthopportunities aligned with Exelon’s existing businesses in electric and gas distribution, electric transmission, generation, customer supply ofelectric and natural gas products and services, and natural gas exploration and production activities, leveraging Exelon’s expertise in thoseareas. Transmission Development Project. Exelon and AEP Transmission Holding Company, LLC (AEP) are working collaboratively todevelop an extra high-voltage transmission project from the western Ohio border through Indiana to the northern portion of Illinois. Referredto as the Reliability Interregional Transmission Extension (RITE) Line project, the project is expected to strengthen the high-voltagetransmission system and improve overall system reliability. RITELine Illinois, LLC (RITELine Illinois) and RITELine Indiana, LLC(RITELine Indiana) have been formed as project companies to develop and own the project. RITELine Illinois will own the transmissionassets located in Illinois and is owned 75% by ComEd and 25% by RITELine Transmission Development Company, LLC (RTD). RITELineIndiana will own the transmission assets located in Indiana and is owned by AEP (75%) and RTD (25%). Exelon Transmission Company,LLC and AEP each own 50% of RTD. The total cost of the RITE Line project is expected to be approximately $1.6 billion, with the Illinoisportion of the line expected to cost approximately $1.2 billion. The ultimate cost and scope of the project are dependent on a number of factors,including RTO requirements, interregional transmission planning process requirements, state siting requirements, routing of the line, andequipment and commodity costs. Exelon and AEP are currently pursuing the project and other segments that are electrically equivalent innature for inclusion in interregional planning process between PJM and MISO; if approved through that process, the project would then needto be approved through the respective planning processes of PJM and MISO. On July 18, 2011, RITELine Illinois and RITELine Indiana filed at FERC for incentive rates and a formula rate for the RITE Lineproject. On October 14, 2011, FERC issued an order on the incentive and formula rate filing. The order grants a base rate of return oncommon equity of 9.9%, plus a 50 basis point adder for the project being in a RTO and a 100 basis point adder for the risks and challenges ofthe project, resulting in a total rate of return on common equity of 11.4%. The order grants a hypothetical capital structure of 45% debt and55% equity until any part of the project enters commercial operations. The order also grants 100% recovery for construction work in progress,100% recovery for abandonment, if the line is abandoned through no fault of the RITELine developers, and the ability to treat pre-constructioncosts as a regulatory asset. All incentives, including the abandonment incentive, are contingent on inclusion of the project in the PJM RTEP.The RITELine companies filed for rehearing on several rate of return on common equity issues and argued that the right to collect abandonedcosts should not be subject to the project being included in the RTEP. The RITELine companies also made a compliance filing as called for inthe October 14, 2011 Order. FERC accepted this filing on March 16, 2012. Smart Meter and Smart Grid Initiatives. ComEd’s Smart Meter and Smart Grid Investments. ComEd plans to invest approximately $1.3 billion on smart meters and smartgrid under EIMA, including $1.0 billion through the AMI Deployment Plan. On June 5, 2013, the ICC issued an interim order approvingComEd’s accelerated AMI deployment plan consistent with the provisions of Senate Bill 9. The deployment plan provides for the installationof 4 million electric smart meters, of which more than 60,000 meters were installed by the end of 2013. PECO’s Smart Meter and Smart Grid Investments. In 2010, the PAPUC approved PECO’s Smart Meter Procurement andInstallation Plan, under which PECO will install more than 1.6 million smart 88Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.meters. PECO plans to spend up to a total of $595 million and $120 million on its smart meter and smart grid infrastructure, respectively, ofwhich $200 million will be funded by SGIG. BGE Smart Grid Initiative. In August 2010, the MDPSC approved a comprehensive smart grid initiative for BGE which includes theplanned installation of 2 million electric and gas smart meters at an expected total cost of approximately $480 million, before considering the$200 million SGIG for smart grid and other related initiatives. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the SmartMeter and Smart Grid Initiatives. Generation Renewable Development. On September 30, 2011, Exelon announced the completion of its acquisition of all of theinterests in Antelope Valley, a 230-MW solar photovoltaic (PV) project under development in northern Los Angeles County, California, fromFirst Solar, Inc., which is developing, building, operating, and maintaining the project. The first portion of the project began operations inDecember 2012, with six additional blocks coming online in 2013. Exelon has been informed by First Solar of issues relating to delays in thecertification of certain components relating to the final two blocks of the project, which will delay commercial operation of these two blocksuntil the first half of 2014. The delay will not have a material financial effect on Exelon. Exelon expects the project to be in full commercialoperation in the first half of 2014. The acquisition supports the Exelon commitment to renewable energy as part of Exelon 2020. The projecthas a 25-year PPA with Pacific Gas & Electric Company for the full output of the plant, which has been approved by the CPUC. Uponcompletion, the facility will add 230 MWs to Generation’s renewable generation fleet. Total capitalized costs for the facility are expected to beapproximately $1.1 billion. Total capitalized costs incurred through December 31, 2013 were approximately $968 million. In addition,Generation constructed and placed into service 400 MWs of additional wind generation in 2012 at a cost of $710 million and another 50 MWwill be added to Generation’s wind portfolio in 2014 with the expansion of its Beebe project in Michigan, the output of which will be fullycontracted under a 20-year PPA. Nuclear Uprate Program. Generation is engaged in individual projects as part of a planned power uprate program across its nuclearfleet. When economically viable, the projects take advantage of new production and measurement technologies, new materials andapplication of expertise gained from a half-century of nuclear power operations. Based on ongoing reviews, the nuclear uprateimplementation plan was adjusted during 2013 to cancel certain projects. The Measurement Uncertainty Recapture uprate projects at theDresden and Quad Cities nuclear stations were cancelled as a result of the cost of additional plant modifications identified during final designwork which, when combined with then current market conditions, made the projects not economically viable. Additionally, the marketconditions prompted Generation to cancel the previously deferred extended power uprate projects at the LaSalle and Limerick nuclearstations. During 2013, Generation recorded a pre-tax charge to operating and maintenance expense and interest expense of approximately$111 million and $8 million, respectively, to accrue remaining costs and reverse the previously capitalized costs. Under the nuclear uprate program, Generation has placed into service projects representing 316 MWs of new nuclear generation at acost of $952 million, which has been capitalized to property, plant and equipment on Exelon’s and Generation’s consolidated balance sheets.At December 31, 2013, Generation has capitalized $203 million to construction work in progress within property, plant and equipment fornuclear uprate projects expected to be placed in service by the end of 2016, consisting of 200 MWs of new nuclear generation, that are in theinstallation phase across four nuclear stations; Peach Bottom in Pennsylvania and Byron, Braidwood and Dresden in Illinois. The remainingspend associated with these projects is expected to be approximately $300 million through the end of 2016. Generation believes that it isprobable that these projects will be completed. If a project is expected not to be completed as planned, previously capitalized costs will bereversed through earnings as a charge to operating and maintenance expense and interest. 89Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Liquidity Each of the Registrants annually evaluates its financing plan, dividend practices and credit line sizing, focusing on maintaining itsinvestment grade ratings while meeting its cash needs to fund capital requirements, retire debt, pay dividends, fund pension and otherpostretirement benefit obligations and invest in new and existing ventures. The Registrants expect cash flows to be sufficient to meetoperating expenses, financing costs and capital expenditure requirements. Exelon, Generation, ComEd, PECO and BGE have unsecured syndicated revolving credit facilities with aggregate bank commitmentsof $0.5 billion, $5.3 billion, $1.0 billion, $0.6 billion and $0.6 billion, respectively. Generation also has bilateral credit facilities with aggregatemaximum availability of $0.4 billion. Exposure to Worldwide Financial Markets. Exelon has exposure to worldwide financial markets. The ongoing European debt crisishas contributed to the instability in global credit markets. Further disruptions in the European markets could reduce or restrict the Registrants’ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2013, approximately 30%, or $2.5 billion, ofthe Registrants’ aggregate total commitments were with European banks. The credit facilities include $8.4 billion in aggregate totalcommitments of which $6.6 billion was available as of December 31, 2013. There were no borrowings under the Registrants’ credit facilitiesas of December 31, 2013. See Note 13—Debt and Credit Agreements of the Combined Notes to the Consolidated Financial Statements foradditional information on the credit facilities. February 5, 2014 Winter Ice Storm. On February 5, 2014, a winter storm which brought a mix of snow, ice and freezing rain to theregion interrupted electric service delivery to nearly 715,000 customers in PECO’s service territory. Restoration efforts are continuing and willinclude significant costs associated with employee overtime, support from other utilities and incremental equipment, contracted treetrimming crews and supplies. PECO estimates that restoration efforts will result in $60 million to $80 million of incremental operating andmaintenance expense and $30 million to $40 million of incremental capital expenditures for the first quarter of 2014. Tax Matters See Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information. Environmental Legislative and Regulatory Developments. Exelon supports the promulgation of certain environmental regulations by the U.S. EPA, including air, water and waste controls forelectric generating units. See discussion below for further details. The air and waste regulations will have a disproportionate adverse impacton fossil-fuel power plants, requiring significant expenditures of capital and variable operating and maintenance expense, and will likelyresult in the retirement of older, marginal facilities. Due to their low emission generation portfolios, Generation and CENG will not besignificantly directly affected by these regulations, representing a competitive advantage relative to electric generators that are more reliant onfossil-fuel plants. Various bills have been introduced in the U.S. Congress that would prohibit or impede the U.S. EPA’s rulemaking efforts.The timing of the consideration of such legislation is unknown. Air Quality. In recent years, the U.S. EPA has been implementing a series of increasingly stringent regulations under the Clean Air Actrelating to NAAQS for conventional air pollutants (e.g., NO, SO and particulate matter) as well as stricter technology requirements tocontrol HAPs (e.g., acid gases, mercury and other heavy metals) from electric generation units. The U.S. EPA continues to review andupdate its NAAQS with a tightened particulate matter NAAQS issued in December 2012 and a review 90x2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of the current 2008 ozone NAAQS that is expected to result in a proposed revision of the ozone NAAQS sometime in fall 2014. Theseupdates will potentially result in more stringent emissions limits on fossil-fuel electric generating stations. There continues to be oppositionamong fossil-fuel generation owners to the potential stringency and timing of these air regulations. In July 2011, the U.S. EPA published CSAPR and in June 2012, it issued final technical corrections. CSAPR requires 28 upwindstates in the eastern half of the United States to significantly improve air quality by reducing power plant emissions that cross state lines andcontribute to ground-level ozone and fine particle pollution in downwind states. On August 21, 2012, a three-judge panel of the D.C. CircuitCourt held that the U.S. EPA had exceeded its authority in certain material aspects with respect to CSAPR and vacated the rule andremanded it to the U.S. EPA for further rulemaking consistent with its decision. The Court also ordered that CAIR remain in effect pendingfinalization of CSAPR on remand. Until the U.S. EPA re-issues CSAPR, Exelon cannot determine the impacts of the rule, including any thatwould impact power prices. In June 2013, the U.S. Supreme Court granted the U.S. EPA’s petition to review the D.C. Circuit Court’sCSAPR decision. Oral argument was held on December 10, 2013. A decision is expected sometime during 2014. On December 16, 2011, the U.S. EPA signed a final rule to reduce emissions of toxic air pollutants from power plants and signedrevisions to the NSPS for electric generating units. The final rule, known as MATS, requires coal-fired electric generation plants to achievehigh removal rates of mercury, acid gases and other metals. To achieve these standards, coal units with no pollution control equipmentinstalled (uncontrolled coal units) will have to make capital investments and incur higher operating expenses. It is expected that owners ofsmaller, older, uncontrolled coal units will retire the units rather than make these investments. Coal units with existing controls that do notmeet the MATS rule may need to upgrade existing controls or add new controls to comply. Owners of oil units not currently meeting theproposed emission standards may choose to convert the units to light oils or natural gas, install control technologies, or retire the units.Numerous entities have challenged MATS in the D.C. Circuit Court, and Exelon was granted permission by the Court to intervene insupport of the rule. A decision by the Court will not occur until 2014. The outcome of the appeal, and its impact on power plant operators’investment and retirement decisions, is uncertain. The cumulative impact of these air regulations could be to require power plant operators to expend significant capital to install pollutioncontrol technologies, including wet flue gas desulfurization technology for SO and acid gases, and selective catalytic reduction technology forNO. Exelon, along with the other co-owners of Conemaugh Generating Station are moving forward with plans to improve the existingscrubbers and install Selective Catalytic Reduction (SCR) controls to meet the mercury removal requirements of MATS by January 1,2015. In addition, Keystone already has SCR and Flue-gas desulfurization (FGD) controls in place. On January 15, 2013, EPA issued a final rule for NSPS and National Emissions Standards for Hazardous Air Pollutants (NESHAP)for reciprocating internal combustion engines (RICE NESHAP/NSPS). The final rule allows diesel backup generators to operate for up to 100hours annually under certain emergency circumstances without meeting emissions limitations, but requires units that operate over 15 hoursto burn low sulfur fuel and report key engine information. The final rule eliminates after May 2014 the 50 hour exemption for peak shavingand other non-emergency demand response that was included in the proposed rule and, therefore, is not expected to result in additionalmegawatts of demand response to be bid into the PJM capacity auction. In the absence of Federal legislation, the U.S. EPA is also moving forward with the regulation of GHG emissions under the Clean AirAct. The U.S. EPA is addressing the issue of carbon dioxide (CO2) emissions regulation for new and existing electric generating unitsthrough the New Source Performance Standards (NSPS) under Section 111 of the Clean Air Act. Pursuant to President 912xSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Obama’s June 25, 2013 memorandum to U.S. EPA, the Agency re-proposed a Section 111(b) regulation for new units in September 2013that may result in material costs of compliance for CO2 emissions for new fossil-fuel electric generating units, particularly coal-fired units.Under the President’s memorandum, the U.S. EPA is also required to propose a Section 111(d) rule no later than June 1, 2014 to establishCO2 emission regulations for existing stationary sources. Pursuant to the President’s Climate Action Plan, the U.S. EPA re-proposedregulations for the GHG emissions from new fossil fueled power plants on September 20, 2013. The U.S. EPA is also expected to proposeby June 2014 GHG emission regulations for existing stationary sources under Section 111(d) of the Clean Air Act, and to issue finalregulations by June 2015. While the nature and impact of the final regulations is not yet known, to the extent that the rule results in emissionreductions from fossil fuel fired plants, imposing some form of direct or indirect price of carbon in competitive electricity markets, Exelon’soverall low-carbon generation portfolio results would benefit. Exelon supports comprehensive climate change legislation or regulation, including a cap-and-trade program for GHG emissions, whichbalances the need to protect consumers, business and the economy with the urgent need to reduce national GHG emissions. Water Quality. Section 316(b) of the Clean Water Act requires that cooling water intake structures at electric power plants reflect the besttechnology available to minimize adverse environmental impacts, and is implemented through state-level NPDES permit programs. OnMarch 28, 2011, the U.S. EPA issued a proposed rule, and is required under a Settlement Agreement to issue a final rule by November 4,2013; on October 30, 2013 the U.S. EPA invoked the force majeure provision of the Settlement Agreement to extend the final rule deadlineuntil November 20, 2013 due to the early October 2013 federal government shutdown. The U.S. EPA and the plaintiffs have stated that thedeadline will be extended again for a brief period, but have not yet agreed on a date. The proposed rule does not require closed cycle cooling(e.g., cooling towers) as the best technology available, and also provides some flexibility in the use of cost-benefit considerations and site-specific factors. The proposed rule affords the state permitting agency wide discretion to determine the best technology available, which,depending on the site characteristics, could include closed cycle cooling, advanced screen technology at the intake, or retention of the currenttechnology. It is unknown at this time whether the final regulations will require closed-cycle cooling. The economic viability of Generation’s facilitieswithout closed-cycle cooling water systems will be called into question by any requirement to construct cooling towers. Should the final rulenot require the installation of cooling towers, and retain the flexibility afforded the state permitting agencies in applying a cost-benefit test andto consider site-specific factors, the impact of the rule would be minimized even though the costs of compliance could be material toGeneration. Hazardous and Solid Waste. Under proposed U.S. EPA rules issued on June 21, 2010, coal combustion residuals (CCR) would beregulated for the first time under the RCRA. The U.S. EPA is considering several options, including classification of CCR either as ahazardous or non-hazardous waste, under RCRA. Under either option, the U.S. EPA’s intention is the ultimate elimination of surfaceimpoundments as a waste treatment process. For plants affected by the proposed rules, this would result in significant capital expendituresand variable operating and maintenance expenditures to convert to dry handling and disposal systems and installation of new waste watertreatment facilities. Generation’s plants that would be affected by the proposed rules are Keystone and Conemaugh in Pennsylvania, whichhave on-site landfills that meet the requirements of Pennsylvania solid waste regulations for non-hazardous waste disposal. However, untilthe final rule is adopted, the impact on these facilities is unknown. The U.S. EPA has entered into a Consent Decree which requires that afinal rule be issued by December 19, 2014. See Note 22 of the Combined Notes to Consolidated Financial Statements for further detail related to environmental matters, includingthe impact of environmental regulation. 92Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other Regulatory and Legislative Actions Japan Earthquake and Tsunami and the Industry’s Response. On March 11, 2011, Japan experienced a 9.0 magnitudeearthquake and ensuing tsunami that seriously damaged the nuclear units at the Fukushima Daiichi Nuclear Power Station, which areoperated by Tokyo Electric Power Co. In July 2011, an NRC Task Force formed in the aftermath of the Fukushima Daiichi events issued a report of its review of the accident,including recommendations for future regulatory action by the NRC to be taken in the near and longer term. The NRC staff and the TaskForce concluded that nuclear reactors in the United States are operating safely and do not present an imminent risk to public health andsafety. The Task Force’s report did not recommend any changes to the existing nuclear licensing process in the United States or changes inthe storage of spent nuclear fuel within the plant’s spent nuclear fuel pools. In 2012, the NRC authorized its staff to issue three immediately effective orders (Tier 1 orders) to commercial reactor licenseesoperating in the United States for compliance no later than December 31, 2016. In addition, in 2012, the NRC staff recommended to theNRC the installation of engineered containment filtered venting systems for boiling-water reactors (BWR) with Mark I and Mark IIcontainment structures. In summary, through the initial and/or subsequent orders and the NRC approved implementation guidance, the Tier1 orders currently: (1) require licensees to provide sufficient onsite portable equipment and resources to maintain or restore coolingcapabilities for the core and spent fuel pool and to maintain containment integrity until offsite equipment is available and have offsiteequipment and resources available to sustain cooling functions indefinitely; (2) provide requirements for vents for BWR’s with Mark I andMark II containments to remain functional during severe accident conditions including the ability to vent the containment following coredamage; and (3) require licensees to install instrumentation to provide a reliable indication of water level in the spent fuel pool. Finally, theNRC has directed the NRC staff to produce a technical evaluation to support rulemaking that considers filtering and performance-basedstrategies as options for BWR’s with Mark I and Mark II containments. The NRC staff must then develop a final rule by March 2017. Additionally, in 2012, the NRC had issued a detailed information request to every operating commercial nuclear power plant in theUnited States. The information requested requires: (1) use of the current NRC guidance to reevaluate current seismic and flood risk hazardsagainst the design basis and provide a plan of actions to address vulnerabilities, including risks exceeding the design basis; (2) performanceof walk downs to ensure the ability to respond to seismic and external flooding events and provide a corrective action plan to the NRC toaddress deficiencies; and (3) assessment of the means to provide power for communications equipment during a severe natural event andidentify staffing required to implement the emergency plan for an event affecting all units with an extended loss of alternating current powerand impeded access to the site. The nuclear industry proposed, and the NRC approved, an augmented approach to the seismic hazardanalysis to accommodate industry wide availability of qualified technical resources needed to perform the required analysis. The NRCapproved this augmented approach. Generation has assessed the impacts of the Tier 1 orders and information requests and will continue monitoring the additionalrecommendations under review by the NRC staff, both from an operational and a financial impact standpoint. A comprehensive review of theNRC Tier 1 orders and information requests, as well as preliminary engineering assumptions and analysis, indicate that the financial impactof compliance for the period from 2014 through 2018 is expected to be between approximately $350 million and $375 million of capital and$50 million of operating expense, as previously anticipated in Generation’s planning projections. As Generation completes the design andinstallation planning for its actions, Generation will update these estimates. Further, Generation estimates incremental costs of $15 to $20million per unit at eleven Mark I and II units for the installation of filtered vents, if ultimately required by the NRC. Generation’s currentassessments are specific to the Tier 1 recommendations as 93Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the NRC has not taken specific action with respect to the Tier 2 and Tier 3 recommendations. Exelon and Generation are unable to concludeat this time to what extent any actions to comply with the requirements of Tier 2 and Tier 3 will impact their future financial position, resultsof operations, and cash flows. Generation will continue to engage in nuclear industry assessments and actions and stakeholder input. SeeItem 1A. Risk Factors, for further discussion of the risk factors. Financial Reform Legislation. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) was enacted inJuly 2010. While the Dodd-Frank Act is focused primarily on the regulation and oversight of financial institutions, it also provides for a newregulatory regime for over-the-counter swaps (Swaps), including mandatory clearing, exchange trading, margin requirements, and othertransparency requirements. The Dodd-Frank Act, however, also preserves the ability of end users in the energy industry to hedge their risks.In April 2012, the CFTC issued its rule defining swap dealers and major swap participants. Exelon has determined that it will conduct itscommercial business in a manner that does not require registration as a swap dealer or major swap participant. Notwithstanding, there areadditional rulemakings that have not yet been issued, including the capital and margin rules, which will further define the scope of theregulations and provide clarity as to the impact on the Registrants’ business, as well as to potential new opportunities. Depending on thesefinal rules, the Registrants could be subject to significant new obligations. The proposed regulations addressing collateral and capital requirements and exchange margin cash postings, when final, couldrequire Generation to increase collateral requirements or cash postings in lieu of letters of credit currently issued to collateralize Swaps.Exelon had previously estimated that it could be required to make up to $1 billion of additional collateral postings under its bilateral creditlines. Given the swap dealer and the major swap participant definitions will not apply to Generation, the actual amount of collateral postingsthat will be required may be lower than Exelon’s previous expectations due to the following factors: (a) the majority of Generation’s physicalwholesale portfolio does not meet the final CFTC Swap definition; (b) there will be minimal incremental costs associated with Generation’spositions that are currently cleared and subject to exchange margin; and (c) Generation will not be a swap dealer or major swap participantand proposed capital requirements applicable to these entities will not apply to Generation. The actual level of collateral required will depend on many factors, including but not limited to market conditions, the outcome of finalmargin rules for Swaps, the extent of its trading activity in Swaps, and Generation’s credit ratings. Nonetheless, Generation has adequatecredit facilities and flexibility in its hedging program to meet its anticipated collateral requirements estimated based on conservativeassumptions. In addition, the new regulations will impose new and ongoing compliance and infrastructure costs on Generation, which may amountto several million dollars per year. Exelon and Generation continue to monitor the rulemaking procedures and cannot predict the ultimate outcome that the financialreform legislation will have on their results of operations, cash flows or financial position. ComEd, PECO and BGE could also be subject to various Dodd-Frank Act requirements to the extent they enter into Swap transactions.However, at this time, management of ComEd, PECO and BGE do not expect to be materially affected by this legislation. Energy Infrastructure Modernization Act. Since 2011, ComEd’s distribution rates are established through a performance-based rateformula, pursuant to EIMA. EIMA also provides a structure for substantial capital investment by utilities over a ten-year period to modernizeIllinois’ electric utility infrastructure. Participating utilities are required to file an annual update to the performance-based 94Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.formula rate tariff on or before May 1, with resulting rates effective in January of the following year. This annual formula rate update is basedon prior year actual costs and current year projected capital additions. The update also reconciles any differences between the revenuerequirement(s) in effect for the prior year and actual costs incurred for that year. Throughout each year, ComEd records regulatory assets orregulatory liabilities and corresponding increases or decreases to operating revenues for any differences between the revenue requirement(s)in effect and ComEd’s best estimate of the revenue requirement expected to be approved by the ICC for that year’s reconciliation. Formula Rate Tariff In March 2013, the Illinois legislature passed Senate Bill 9 to clarify the intent of EIMA on the three issues decided in the RehearingOrder: an allowed return on ComEd’s pension asset; the use of year-end rather than average rate base and capital structure in the annualreconciliation; and the use of ComEd’s weighted average cost of capital interest rate rather than a short-term debt rate to apply to the annualreconciliation. On May 22, 2013, Senate Bill 9 became effective after the Illinois legislature overrode the Governor’s veto of that Bill. OnJune 5, 2013, the ICC approved ComEd’s updated distribution formula rate structure to reflect the impacts of Senate Bill 9. In October 2013, the ICC opened an investigation (the Investigation), in response to a complaint filed by the Illinois Attorney General, tochange the formula rate structure by requesting three changes: the elimination of the income tax gross-up on the weighted average cost ofcapital used to calculate interest on the annual reconciliation balance, the netting of associated accumulated deferred income taxes against theannual reconciliation balance in calculating interest, and the use of average rather than year-end rate base for determining any ROE collaradjustment. On November 26, 2013, the ICC issued its final order in the Investigation, rejecting two of the proposed changes but acceptingthe proposed change to eliminate the income tax gross-up on the weighted average cost of capital used to calculate interest on the annualreconciliation balance. The accepted change became effective in January 2014, and is estimated to reduce ComEd’s 2014 revenue byapproximately $8 million. ComEd and intervenors requested rehearing, however all rehearing requests were denied by the ICC. ComEdand intervenors have filed appeals with the Illinois Appellate Court. ComEd cannot predict the results of any such appeals. See 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Annual Reconciliation On May 30, 2013, ComEd updated its revenue requirement allowed in the December 2012 Order to reflect the impacts of Senate Bill9, which resulted in a reduction to the current revenue requirement in effect of $14 million. The rates took effect in July 2013. 2013 Filing. On April 29, 2013, ComEd filed its annual distribution formula rate, which was updated on May 30, 2013 to reflect theimpacts of Senate Bill 9. The ICC’s final order, issued on December 19, 2013, increased the revenue requirement by $341 million,reflecting an increase of $160 million for the initial revenue requirement for 2013 and an increase of $181 million for the annualreconciliation for 2012. The rate increase was set using an allowed return on capital of 6.94% (inclusive of an allowed return on commonequity of 8.72%). The rates took effect in January 2014. ComEd requested a rehearing on specific issues, which was denied by the ICC.ComEd and intervenors also filed appeals. ComEd cannot predict the results of any such appeals. See 3—Regulatory Matters of theCombined Notes to Consolidated Financial Statements for additional information. FERC Ameren Order. In July 2012, FERC issued an order to Ameren Corporation (Ameren) finding that Ameren had improperlyincluded acquisition premiums/ goodwill in its transmission formula rate, particularly in its capital structure and in the application of AFUDC.FERC also directed Ameren to make 95Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.refunds for the implied increase in rates in prior years. Ameren has filed for rehearing regarding the July 2012 FERC order. ComEd believesthat the FERC order authorizing its transmission formula rate is distinguishable from the circumstances that led to the July 2012 FERCorder in the Ameren case. However, if ComEd were required to exclude acquisition premiums/ goodwill from its transmission formula rate,the impact could be material to ComEd’s results of operations and cash flows. FERC Order No. 1000 Compliance (ComEd, PECO and BGE). In FERC Order No. 1000, the FERC required public utilitytransmission providers to enhance their transmission planning procedures and their cost allocation methods applicable to certain newregional and interregional transmission projects. As part of the changes to the transmission planning procedures, the FERC requiredremoval from all FERC-approved tariffs and agreements a right of first refusal to build certain new transmission facilities. In compliance withthe regional transmission planning requirements of Order No. 1000, PJM as the transmission provider submitted a compliance filing toFERC on October 25, 2012. On the same day, certain of the PJM transmission owners including ComEd, PECO and BGE (collectively, thePJM Transmission Owners) submitted a filing asserting that their contractual rights embodied in the PJM governing documents continue tojustify their right of first refusal to construct new reliability (and related) transmission projects and that the FERC should not be allowed tooverride such rights absent a showing that it is in the public interest to do so under the FERC’s “Mobile-Sierra” standard of review. This is aheightened standard of review which the PJM Transmission Owners argued could not be satisfied based on the facts applicable to them. OnMarch 22, 2013, FERC issued an order on the PJM Compliance Filing and the filing of these PJM Transmission Owners (1) rejecting thearguments of such PJM Transmission Owners that the PJM governing documents were entitled to review under the Mobile-Sierrastandard, (2) accepting most of the PJM filing, removing the right-of-first refusal from the PJM tariffs; and (3) directing PJM to remove certainexceptions that it included in its compliance filing that FERC found did not comply with Order No. 1000. FERC’s order could enable thirdparties to seek to build certain regional transmission projects that had previously been reserved for the PJM Transmission Owners,potentially reducing ComEd’s, PECO’s and BGE’s financial return on new investments in energy transmission facilities. Numerous partiessought rehearing of the FERC’s March 22, 2013 order, including the PJM Transmission Owners who sought rehearing of the FERC’srejection of their Mobile-Sierra and related arguments. The compliance filing was made on July 22, 2013. On January 16, 2014, FERCissued an order stating that PJM’s filing while subject to further orders, is effective as of January 1, 2014. FERC Transmission Complaint. On February 27, 2013, consumer advocates and regulators from the District of Columbia, NewJersey, Delaware and Maryland, and the Delaware Electric Municipal Cooperatives (the parties), filed a complaint at FERC against BGE andthe Pepco Holdings, Inc. companies relating to their respective transmission formula rates. As of December 31, 2013, BGE cannot predictthe likelihood or a reasonable estimate of the amount of a change, if any, in the allowed base return on equity, or a reasonable estimate of therefund period start date. While BGE cannot predict the outcome of this matter, if FERC orders a reduction of BGE’s base return on equity to8.7%, the annual impact would be a reduction in revenues of approximately $10 million. See Note 3—Regulatory Matters of the CombinedNotes to Consolidated Financial Statements for additional information. The Maryland Strategic Infrastructure Development and Enhancement Program. In February 2013, the Maryland GeneralAssembly passed legislation intended to accelerate gas infrastructure replacements in Maryland by establishing a mechanism for gascompanies to promptly recover reasonable and prudent costs of eligible infrastructure replacement projects separate from base rateproceedings. Under the new law, following a proceeding before the MDPSC and with the MDPSC’s approval of the eligible infrastructurereplacement projects along with a corresponding surcharge, BGE could begin charging gas customers a monthly surcharge for infrastructurecosts incurred after June 1, 2013. On August 2, 2013, BGE filed its infrastructure replacement plan and associated surcharge. The newsurcharge rates are expected to take effect in the first quarter of 2014. BGE cannot predict the 96Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.outcome of this proceeding or how much of the requested plan and related surcharge the MDPSC will approve. The MDPSC held evidentiaryhearings on BGE’s proposed plan and surcharge on November 12, 2013 through November 14, 2013. On January 29, 2014, the MDPSCissued a decision conditionally approving the first five years of BGE’s plan and surcharge. BGE must submit a list detailing specific projectsplanned for 2014 to the MDPSC for approval within 30 days of the decision. Upon approval of the project list by the MDPSC, BGE will beable to implement the surcharge rates on gas customers’ bills. The new surcharges are expected to take effect in the second quarter of2014. In addition, BGE will be subject to an annual independent audit to review plan performance and progress. See Note 3—RegulatoryMatters of the Combined Notes to Consolidated Financial Statements for additional information. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with GAAP requires that management apply accounting policies and makeestimates and assumptions that affect results of operations and the amounts of assets and liabilities reported in the financial statements.Management discusses these policies, estimates and assumptions with its accounting and disclosure governance committee on a regularbasis and provides periodic updates on management decisions to the audit committee of the Exelon board of directors. Management believesthat the accounting policies described below require significant judgment in their application, or estimates and assumptions that areinherently uncertain and that may change in subsequent periods. Additional discussion of the application of these accounting policies can befound in the Combined Notes to Consolidated Financial Statements. Nuclear Decommissioning Asset Retirement Obligations (Exelon and Generation) Generation’s ARO associated with decommissioning its nuclear units was $4.9 billion at December 31, 2013. The authoritativeguidance requires that Generation estimate its obligation for the future decommissioning of its nuclear generating plants. To estimate thatliability, Generation uses an internally-developed, probability-weighted, discounted cash flow model which, on a unit-by-unit basis, considersmultiple outcome scenarios. The nuclear decommissioning obligation is adjusted on a regular basis due to the passage of time and revisionsto the key assumptions for the expected timing or estimated amounts of the future undiscounted cash flows required to decommission thenuclear plants, based upon the methodologies and significant estimates and assumptions described as follows: Decommissioning Cost Studies. Generation uses unit-by-unit decommissioning cost studies to provide a marketplace assessmentof the costs and timing of decommissioning activities, which are validated by comparison to current decommissioning projects within itsindustry and other estimates. Decommissioning cost studies are updated, on a rotational basis, for each of Generation’s nuclear units atleast every five years. Cost Escalation Factors. Generation uses cost escalation factors to escalate the decommissioning costs from the decommissioningcost studies discussed above through the assumed decommissioning period for each of the units. Cost escalation studies, updated on anannual basis, are used to determine escalation factors, and are based on inflation indices for labor, equipment and materials, energy, LLRWdisposal and other costs. Probabilistic Cash Flow Models. Generation’s probabilistic cash flow models include the assignment of probabilities to variousscenarios for decommissioning costs, approaches and timing on a unit-by-unit basis. Probabilities assigned to cost levels include anassessment of the likelihood of costs 20% higher (high-cost scenario) or 15% lower (low-cost scenario) than the base cost scenario.Probabilities are assigned to alternative decommissioning approaches which assess the likelihood of performing DECON (a method ofdecommissioning shortly after the cessation of operation in which the equipment, structures, and portions of a facility and site containingradioactive contaminants are removed and safely buried in a LLRW landfill or decontaminated to a level that permits property to be releasedfor 97Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.unrestricted use), Delayed DECON (similar to the DECON scenario but with a delay to allow for spent fuel to be removed from the site priorto onset of decommissioning activities) or SAFSTOR (a method of decommissioning in which the nuclear facility is placed and maintained insuch condition that the nuclear facility can be safely stored and subsequently decontaminated to levels that permit release for unrestricted usegenerally within 60 years after cessation of operations) decommissioning. Probabilities assigned to the timing scenarios incorporate thelikelihood of continued operation through current license lives or through anticipated license renewals. Generation’s probabilistic cash flowmodels also include an assessment of the timing of DOE acceptance of SNF for disposal, which Generation assumed would begin in 2025in 2013 and 2012. The SNF acceptance date was based on management’s estimates of the amount of time required for the DOE to select asite location and develop the necessary infrastructure. For more information regarding the estimated date that DOE will begin accepting SNF,see Note 22 of the Combined Notes to Consolidated Financial Statements. License Renewals. Generation assumes a successful 20-year renewal for each of its nuclear generating station licenses, except forOyster Creek, in determining its nuclear decommissioning ARO. The current NRC license for Oyster Creek expires in 2029. OnDecember 8, 2010, Exelon announced that Generation will permanently cease generation operations at Oyster Creek by December 31,2019. As a result of this decision the expected economic life of Oyster Creek was reduced by 10 years to correspond to Exelon’s current bestestimate as to the timing of ceasing generation operations at the Oyster Creek unit in 2019. Generation has successfully secured 20-yearoperating license renewal extensions for ten of its nuclear units (including the two Salem units co-owned by Generation, but operated byPSEG), and none of Generation’s applications for an operating license extension have been denied. Generation is in various stages of theprocess of pursuing similar extensions on its remaining nine operating nuclear units. Generation’s assumption regarding license extensionfor ARO determination purposes is based in part on the good current physical condition and high performance of these nuclear units; thefavorable status of the ongoing license renewal proceedings with the NRC, and the successful renewals for ten units to date. Generationestimates that the failure to obtain license renewals at any of these nuclear units (assuming all other assumptions remain constant) wouldincrease its ARO on average approximately $210 million per unit as of December 31, 2013. The size of the increase to the ARO for aparticular nuclear unit is dependent upon the current stage in its original license term and its specific decommissioning cost estimates. IfGeneration does not receive license renewal on a particular unit, the increase to the ARO may be mitigated by Generation’s ability to delayultimate decommissioning activities under a SAFSTOR method of decommissioning. Discount Rates. The probability-weighted estimated future cash flows using these various scenarios are discounted using credit-adjusted, risk-free rates (CARFR) applicable to the various businesses in which each of the nuclear units originally operated. The accountingguidance required Generation to establish an ARO at fair value at the time of the initial adoption of the current accounting standard.Subsequent to the initial adoption, the ARO is adjusted for changes to estimated costs, timing of future cash flows and modifications todecommissioning assumptions, as described above. Under the current accounting framework, the ARO is not required or permitted to be re-measured for changes in the CARFR that occurin isolation. This differs from the accounting requirements for other long-dated obligations, such as pension and other post-employmentbenefits that are required to be re-measured as and when corresponding discount rates change. If Generation’s future nominal cash flowsassociated with the ARO were to be discounted at current prevailing CARFRs, the obligation would increase from approximately $4.9 billionto approximately $5.5 billion. The ultimate decommissioning obligation will be funded by the NDTs. The NDTs are recorded on Exelon’s andGeneration’s Consolidated Balance Sheets at December 31, 2013 at fair value of approximately $8.1 billion and have an estimated targetedannual pre-tax return of 5.9 % to 6.7 %. To illustrate the significant impact that changes in the CARFR, when combined with changes in projected amounts and expectedtiming of cash flows, can have on the valuation of the ARO: i) had 98Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Generation used the 2012 CARFRs rather than the 2013 CARFRs in performing its third quarter 2013 ARO update, Generation would havereduced the ARO by approximately $10 million as compared to the actual decrease to the ARO of $140 million; and ii) if the CARFR used inperforming the third quarter 2013 ARO update (which also reflected increases in the amounts and changes to the timing of projected cashflows) was increased or decreased by 100 basis points, the ARO would have decreased by $300 million and increased $40 million,respectively, as compared to the actual decrease of $140 million. ARO Sensitivities. Changes in the assumptions underlying the foregoing items could materially affect the decommissioningobligation. The impact to the ARO of a change in any one of these assumptions is highly dependent on how the other assumptions willchange as well. As an example, Exelon had a historical increase of approximately $670 million in the value of the ARO which was driven byGeneration modifying the assumed timing of the DOE acceptance of SNF for disposal from 2020 to 2025. The modification of the assumedDOE acceptance date affected the calculation of the ARO in isolation as follows; i) the change in the timing of DOE acceptance of SNFincreased the total number of years in which decommissioning activities are estimated to occur, by five years on average, thereby increasingthe total expected nominal cash flows required to decommission the units; ii) the nominal cash flows were subjected to additional escalationas a result of the extension of the decommissioning period increasing the total estimated costs required to decommission the units; and iii)the escalated cash flows were discounted at the then current CARFRs which had dramatically decreased during that time period. The following table illustrates the effects of changing certain ARO assumptions, discussed above, while holding all other assumptionsconstant (dollars in millions): Change in ARO Assumption Increase (Decrease) toARO atDecember 31, 2013 Cost escalation studies Uniform increase in escalation rates of 25 basis points $560 Probabilistic cash flow models Increase the likelihood of the high-cost scenario by 10 percentage points and decrease the likelihood ofthe low-cost scenario by 10 percentage points $190 Increase the likelihood of the DECON scenario by 10 percentage points and decrease the likelihood ofthe SAFSTOR scenario by 10 percentage points $290 Increase the likelihood of operating through current license lives by 10 percentage points and decreasethe likelihood of operating through anticipated license renewals by 10 percentage points $430 Extend the estimated date for DOE acceptance of SNF to 2030 $50 Extend the estimated date for DOE acceptance of SNF to 2030 coupled with an increase in discountrates of 100 basis points $(230) Extend the estimated date for DOE acceptance of SNF to 2030 coupled with a decrease in discountrates of 100 basis points $600 For more information regarding accounting for nuclear decommissioning obligations, see Notes 1 and 15 of the Combined Notes toConsolidated Financial Statements. Goodwill (Exelon and ComEd) As of December 31, 2013, Exelon’s and ComEd’s carrying amount of goodwill was approximately $2.6 billion, relating to theacquisition of ComEd in 2000 as part of the PECO/Unicom Merger. Under the provisions of the authoritative guidance for goodwill, ComEdis required to perform an assessment for possible impairment of its goodwill at least annually or more frequently if an event occurs orcircumstances change that would more likely than not reduce the fair value of the ComEd reporting unit 99Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.below its carrying amount. Under the authoritative guidance, a reporting unit is an operating segment or operating component and is the levelat which goodwill is tested for impairment. Entities assessing goodwill for impairment have the option of first performing a qualitativeassessment to determine whether a quantitative assessment is necessary. In performing a qualitative assessment, entities should assess,among other things, macroeconomic conditions, industry and market considerations, overall financial performance, cost factors, and entity-specific events. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than notgreater than the carrying amount, no further testing is required. If an entity bypasses the qualitative assessment or performs the qualitativeassessment, but determines that it is more likely than not that its fair value is less than its carrying amount, a quantitative two-step, fairvalue-based test is performed. The first step compares the fair value of the reporting unit to its carrying amount, including goodwill. If thecarrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step requires an allocation of fair valueto the individual assets and liabilities using purchase price allocation accounting guidance in order to determine the implied fair value ofgoodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss is recorded as a reduction to goodwill and acharge to operating expense. Application of the goodwill impairment test requires management judgment, including the identification ofreporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of adiscounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discountand growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd’s business andthe fair value of debt. In applying the second step (if needed), management must estimate the fair value of specific assets and liabilities of thereporting unit. Management concluded the remeasurement of the like-kind exchange position and the charge to ComEd’s earnings in the first quarterof 2013 triggered an interim goodwill impairment assessment and, as a result, ComEd tested its goodwill for impairment as of January 31,2013. The first step of the interim impairment assessment comparing the estimated fair value of ComEd to its carrying value, includinggoodwill, indicated no impairment of goodwill; therefore, the second step was not required. ComEd performed a quantitative assessment as of November 1, 2013, for its 2013 annual goodwill impairment assessment. The firststep of the interim impairment assessment comparing the estimated fair value of ComEd to its carrying value, including goodwill, indicatedno impairment of goodwill; therefore, the second step was not required. While neither the interim nor the annual assessments indicated an impairment of ComEd’s goodwill, certain assumptions used toestimate the fair value of ComEd are highly sensitive to changes. Adverse regulatory actions, such as early termination of EIMA, or changesin significant assumptions, including discount and growth rates, utility sector market performance and transactions, projected operating andcapital cash flows from ComEd’s business, and the fair value of debt, could potentially result in a future impairment of ComEd’s goodwill,which could be material. Based on the results of the annual goodwill test performed as of November 1, 2013, the estimated fair value ofComEd would have needed to decrease by more than 10% for ComEd to fail the first step of the impairment test. See Note 1—SignificantAccounting Policies, Note 10—Intangible Assets and Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statementsfor additional information. Purchase Accounting (Exelon and Generation) In accordance with the authoritative accounting guidance, the purchase price of an acquired business is generally allocated to the assetsacquired and liabilities assumed at their estimated fair values on the date of acquisition. Any unallocated purchase price amount is recognizedas goodwill on the balance sheet if it exceeds the estimated fair value and as a bargain purchase gain on the income statement if it is belowthe estimated fair value. Determining the fair value of assets acquired and 100Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.liabilities assumed requires management’s judgment, the utilization of independent valuation experts and involves the use of significantestimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices andasset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired andliabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financialstatements in periods after acquisition, such as through depreciation and amortization expense. See Note 4—Merger and Acquisitions of theCombined Notes to Consolidated Financial Statements for additional information. Unamortized Energy Assets and Liabilities (Exelon and Generation) Unamortized energy contract assets and liabilities represent the remaining unamortized balances of non-derivative energy contracts thatGeneration has acquired. The initial amount recorded represents the fair value of the contract at the time of acquisition, and the balance isamortized over the life of the contract in relation to the present value of the underlying cash flows. Amortization expense and income arerecorded through purchased power and fuel expense or operating revenues. Refer to Note 4—Mergers and Acquisitions and Note 10—Intangible Assets for further discussion. Impairment of Long-lived Assets (Exelon, Generation, ComEd, PECO and BGE) Exelon, Generation, ComEd, PECO and BGE regularly monitor and evaluate their long-lived assets and asset groups, excludinggoodwill, for impairment when circumstances indicate the carrying value of those assets may not be recoverable. Conditions that could havean adverse impact on the cash flows and fair value of the long-lived assets are deteriorating business climate, including current energy pricesand market conditions, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before theend of its useful life, among others. The review of long-lived assets and asset groups for impairment requires significant assumptions about operating strategies andestimates of future cash flows, which require assessments of current and projected market conditions. For the generation business,forecasting future cash flows requires assumptions regarding forecasted commodity prices for the sale of power, costs of fuel and the expectedoperations of assets. A variation in the assumptions used could lead to a different conclusion regarding the recoverability of an asset or assetgroup and, thus, could have a significant effect on the consolidated financial statements. An impairment evaluation is based on anundiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets or asset groups are largely independent ofother groups of assets and liabilities. For the generation business, the lowest level of independent cash flows is determined by evaluation ofseveral factors, including the geographic dispatch of the generation units and the hedging strategies related to those units and associatedintangible contract assets recorded on the balance sheet. The cash flows from the generation units are generally evaluated at a regionalportfolio level with cash flows generated from Generation’s customer supply and risk management activities, including cash flows fromcontracts that are accounted for as intangible contract assets and liabilities recorded on the balance sheet. In certain cases generation assetsmay be evaluated on an individual basis where those assets are contracted on a long-term basis with a third party and operations areindependent of other generation assets (typically contracted renewables). Impairment may occur when the carrying value of the asset or asset group exceeds the future undiscounted cash flows. When theundiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss isdetermined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The fair value of thelong-lived asset or asset group is dependent upon a market participant’s view of the exit price of the assets. This includes significantassumptions of the estimated future cash flows generated by the assets and market discount rates. Events and circumstances frequently donot occur as expected and 101Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.there will usually be differences between prospective financial information and actual results, and those differences may be material.Accordingly, to the extent that any of the information used in the fair value analysis requires adjustment, the resulting fair market valuewould be different. As such, the determination of fair value is driven by both internal assumptions that include significant unobservableinputs (Level 3) such as revenue and generation forecasts, projected capital, and maintenance expenditures and discount rates, as well asinformation from various public, financial and industry sources. An impairment determination would require the affected Registrant to reduceeither the long-lived asset or asset group, including any intangible contract assets and liabilities, and current period earnings by the amountof the impairment. Generation evaluates unproved gas producing properties at least annually to determine if they are impaired. Impairment for unprovedgas property occurs if there are no firm plans to continue drilling, lease expiration is at risk, or historical experience indicates a decline incarrying value below fair value. Exelon holds investments in coal-fired plants in Georgia and Texas subject to long-term leases. The investments are accounted for asdirect financing lease investments. The investments represent the estimated residual values of the leased assets at the end of the respectivelease terms. On an annual basis, Exelon reviews the estimated residual values of its direct financing lease investments and records animpairment charge if the review indicates an other than temporary decline in the fair value of the residual values below their carrying values.Exelon estimates the fair value of the residual values of its direct financing lease investments using a discounted cash flow analysis, whichtakes into consideration the expected revenues to be generated and costs to be incurred to operate the plants over their remaining useful livessubsequent to the lease end dates. Generation also evaluates its equity method investments to determine whether or not they are impaired based on whether theinvestment has experienced a decline in value that is not temporary in nature. Additionally, if one of Generation’s equity method investmentsrecognize an impairment, Generation would record its proportionate share of that impairment loss through its equity earnings (losses) ofunconsolidated affiliates. Generation would also evaluate the investment for a decline in value at that time that is not temporary in nature. See Note 8 of the Combined Notes to Consolidated Financial Statements for a discussion of asset impairment evaluations made byExelon. Depreciable Lives of Property, Plant and Equipment (Exelon, Generation, ComEd, PECO and BGE) The Registrants have significant investments in electric generation assets and electric and natural gas transmission and distributionassets. Depreciation of these assets is generally provided over their estimated service lives on a straight-line basis using the compositemethod. The estimation of service lives requires management judgment regarding the period of time that the assets will be in use. Ascircumstances warrant, the estimated service lives are reviewed to determine if any changes are needed. Depreciation rates incorporateassumptions on interim retirements based on actual historical retirement experience. To the extent interim retirement patterns change, thiscould have a significant impact on the amount of depreciation expense recorded in the income statement. Changes to depreciation estimatesresulting from a change in the estimated end of service lives could have a significant impact on the amount of depreciation expense recordedin the income statement. See Note 1 of the Combined Notes to Consolidated Financial Statements for information regarding depreciation andestimated service lives of the property, plant and equipment of the Registrants. The estimated service lives of the nuclear generating facilities are based on the estimated useful lives of the stations, which assume a20-year license renewal extension of the operating licenses for all of Generation’s operating nuclear generating stations except for OysterCreek. While Generation has 102Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.received license renewals for certain facilities, and has applied for or expects to apply for and obtain approval of license renewals for theremaining facilities, circumstances may arise that would prevent Generation from obtaining additional license renewals. Generation alsoevaluates annually the estimated service lives of its generating facilities based on feasibility assessments as well as economic and capitalrequirements. The estimated service lives of hydroelectric facilities are based on the remaining useful lives of the stations, which assume alicense renewal extension of the Conowingo and Muddy Run operating licenses. A change in depreciation estimates resulting fromGeneration’s extension or reduction of the estimated service lives could have a significant effect on Generation’s results of operations.Generation completed a depreciation rate study during the first quarter of 2010, which resulted in the implementation of new depreciationrates effective January 1, 2010. Constellation completed a depreciation rate study during the fourth quarter of 2010, which resulted in theimplementation of new depreciation rates effective during the fourth quarter of 2010. ComEd is required to file a depreciation rate study at least every five years with the ICC. ComEd completed a depreciation study in2014 and filed the updated depreciation rates with both FERC and the ICC in January 2014. This is expected to result in the implementationof new depreciation rates effective first quarter 2014. PECO is required to file a depreciation rate study at least every five years with the PAPUC. In April 2010, PECO filed a depreciation ratestudy with the PAPUC for both its electric and gas assets, which resulted in the implementation of new depreciation rates effectiveJanuary 1, 2010 for electric transmission assets and January 1, 2011 for electric distribution and gas assets. The MDPSC does not mandate the frequency or timing of BGE’s depreciation studies. In December 2006, BGE filed reviseddepreciation rates with the MDPSC for both its electric distribution and gas assets. Revisions to depreciation rates from this filing werefinalized July 1, 2010. Defined Benefit Pension and Other Postretirement Benefits (Exelon, Generation, ComEd, PECO and BGE) Exelon sponsors defined benefit pension plans and other postretirement benefit plans for substantially all Generation, ComEd, PECO,BGE and BSC employees. See Note 16—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additionalinformation regarding the accounting for the defined benefit pension plans and other postretirement benefit plans. The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit pension and otherpostretirement benefit plans involves various factors, including the development of valuation assumptions and accounting policy elections.When developing the required assumptions, Exelon considers historical information as well as future expectations. The measurement ofbenefit obligations and costs is affected by several assumptions including the discount rate applied to benefit obligations, the long-termexpected rate of return on plan assets, the anticipated rate of increase of health care costs, Exelon’s expected level of contributions to theplans, the incidence of participant mortality, the expected remaining service period of plan participants, the level of compensation and rate ofcompensation increases, employee age, length of service, and the long-term expected investment rate credited to employees of certain plans,among others. The assumptions are updated annually and upon any interim remeasurement of the plan obligations. The impact ofassumption changes or experience different from that assumed on pension and other postretirement benefit obligations is recognized overtime rather than immediately recognized in the income statement. Gains or losses in excess of the greater of ten percent of the projectedbenefit obligation or the MRV of plan assets are amortized over the expected average remaining service period of plan participants. Pensionand other postretirement benefit costs attributed to the operating companies are labor costs and are ultimately allocated to projects within theoperating companies, some of which are capitalized. 103Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Pension and other postretirement benefit plan assets include equity securities, including U.S. and international securities, and fixedincome securities, as well as certain alternative investment classes such as real estate, private equity and hedge funds. See Note 16—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for information on fair value measurements of pensionand other postretirement plan assets, including valuation techniques and classification under the fair value hierarchy in accordance withauthoritative guidance. Expected Rate of Return on Plan Assets. The long-term expected rate of return on plan assets assumption used in calculatingpension costs was 7.50%, 7.50%, and 8.00% for 2013, 2012 and 2011, respectively. The weighted average expected return on assetsassumption used in calculating other postretirement benefit costs was 6.45%, 6.68%, and 7.08% in 2013, 2012 and 2011, respectively. Thepension trust activity is non-taxable, while other postretirement benefit trust activity is partially taxable. The current year EROA is based onasset allocations from the prior year end. In 2010, Exelon began implementation of a liability-driven investment strategy in order to reduce thevolatility of its pension assets relative to its pension liabilities. As a result of this modification, over time, Exelon determined that it willdecrease equity investments and increase investments in fixed income securities and alternative investments in order to achieve a balancedportfolio of liability hedging and return-generating assets. See Note 16—Retirement Benefits of the Combined Notes to ConsolidatedFinancial Statements for additional information regarding Exelon’s asset allocations. Exelon used an EROA of 7.00% and 6.59% to estimateits 2014 pension and other postretirement benefit costs, respectively. Exelon calculates the expected return on pension and other postretirement benefit plan assets by multiplying the EROA by the MRV ofplan assets at the beginning of the year, taking into consideration anticipated contributions and benefit payments to be made during the year.In determining MRV, the authoritative guidance for pensions and postretirement benefits allows the use of either fair value or a calculatedvalue that recognizes changes in fair value in a systematic and rational manner over not more than five years. For the majority of pensionplan assets, Exelon uses a calculated value that adjusts for 20% of the difference between fair value and expected MRV of plan assets. Use ofthis calculated value approach enables less volatile expected asset returns to be recognized as a component of pension cost from year to year.For other postretirement benefit plan assets and certain pension plan assets, Exelon uses fair value to calculate the MRV. Actual asset returns have an impact on the costs reported for the Exelon-sponsored pension and other postretirement benefit plans. Theactual asset returns across the Registrants’ pension and other postretirement benefit plans for the year ended December 31, 2013 were6.73% and 11.41%, respectively, compared to an expected long-term return assumption of 7.50% and 6.45%, respectively. Discount Rate. The discount rates used to determine the pension and other postretirement benefit obligations were 4.80% and4.90%, respectively, at December 31, 2013. The discount rates at December 31, 2013 represent weighted-average rates for both pension andother postretirement benefit plans. At December 31, 2013 and 2012, the discount rates were determined by developing a spot rate curvebased on the yield to maturity of a universe of high-quality non-callable (or callable with make whole provisions) bonds with similarmaturities to the related pension and other postretirement benefit obligations. The spot rates are used to discount the estimated distributionsunder the pension and other postretirement benefit plans. The discount rate is the single level rate that produces the same result as the spotrate curve. Exelon utilizes an analytical tool developed by its actuaries to determine the discount rates. The discount rate assumptions used to determine the obligation at year end are used to determine the cost for the following year. Exelonwill use discount rates of 4.80% and 4.90% to estimate its 2014 pension and other postretirement benefit costs, respectively. Health Care Reform Legislation. In March 2010, the Health Care Reform Acts were signed into law, which contain a number ofprovisions that impact retiree health care plans provided by employers. 104Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.One such provision reduces the deductibility, for Federal income tax purposes, of retiree health care costs to the extent an employer’spostretirement health care plan receives Federal subsidies that provide retiree prescription drug benefits at least equivalent to those offered byMedicare. Although this change did not take effect immediately, the Registrants were required to recognize the full accounting impact in theirfinancial statements in the period in which the legislation was enacted. Additionally, as a result of this deductibility change for employers andother Health Care Reform provisions that impact the federal prescription drug subsidy options provided to employers, Exelon changed themanner in which it will receive prescription drug subsidies beginning in 2013. The Health Care Reform Acts include a provision that imposes an excise tax on certain high-cost plans beginning in 2018, wherebypremiums paid over a prescribed threshold will be taxed at a 40% rate. Although the excise tax does not go into effect until 2018, accountingguidance requires Exelon to incorporate the estimated impact of the excise tax in its annual actuarial valuation. The application of thelegislation is still unclear and Exelon continues to monitor the Department of Labor and IRS for additional guidance. Effective in 2002,Constellation amended its other postretirement benefit plans for all subsidiaries other than Nine Mile Point by capping retiree medicalcoverage for future retirees who were under the age of 55 on January 1, 2002 at 2002 levels. Therefore, the excise tax is not expected to havea material impact on the legacy Constellation other postretirement benefit plans. However, certain key assumptions are required to estimatethe impact of the excise tax on the other postretirement obligation for legacy Exelon plans, including projected inflation rates (based on theCPI) and whether pre- and post-65 retiree populations can be aggregated in determining the premium values of health care benefits. Exelonreflected its best estimate of the expected impact in its annual actuarial valuation. Health Care Cost Trend Rate. Assumed health care cost trend rates have a significant effect on the costs reported for Exelon’s otherpostretirement benefit plans. Accounting guidance requires that annual health care cost estimates be developed using past and present healthcare cost trends (both for Exelon and across the broader economy), as well as expectations of health care cost escalation, changes in healthcare utilization and delivery patterns, technological advances and changes in the health status of plan participants. Therefore, the trend rateassumption is subject to significant uncertainty, particularly when considering potential impacts of the 2010 Health Care Reform Acts. Exelonassumed an initial health care cost trend rate of 6.50% for 2013, decreasing to an ultimate health care cost trend rate of 5.00% in 2017. Sensitivity to Changes in Key Assumptions. The following tables illustrate the effects of changing certain of the actuarialassumptions discussed above, while holding all other assumptions constant (dollars in millions): Actuarial Assumption Change inAssumption Pension Other PostretirementBenefits Total Change in 2013 cost: Discount rate 0.5% $(63) $(34) $(97) (0.5%) 68 48 116 EROA 0.5% (68) (10) (78) (0.5%) 68 10 78 Health care cost trend rate 1.00% N/A 90 90 (1.00%) N/A (62) (62) Change in benefit obligation atDecember 31, 2013: Discount rate 0.5% (904) (297) (1,201) (0.5%) 965 318 1,283 Health care cost trend rate 1.00% N/A 858 858 (1.00%) N/A (607) (607) 105(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (a)In general, the discount rate will have a larger impact on the pension and other postretirement benefit cost and obligation as the rate moves closer to 0%. Therefore,the discount rate sensitivities above cannot necessarily be extrapolated for larger increases or decreases in the discount rate. Additionally, Exelon implemented aliability-driven investment strategy for a portion of its pension asset portfolio in 2010. The sensitivities shown above do not reflect the offsetting impact that changes indiscount rates may have on pension asset returns. Average Remaining Service Period. For pension benefits, Exelon amortizes its unrecognized prior service costs and certainactuarial gains and losses, as applicable, based on participants’ average remaining service periods. The average remaining service period ofdefined benefit pension plan participants was 11.8 years, 11.9 years, and 12.1 years for the years ended December 31, 2013, 2012 and 2011,respectively. For other postretirement benefits, Exelon amortizes its unrecognized prior service costs over participants’ average remaining serviceperiod to benefit eligibility age and amortizes its transition obligations and certain actuarial gains and losses over participants’ averageremaining service period to expected retirement. The average remaining service period of postretirement benefit plan participants related tobenefit eligibility age was 8.7 years, 8.9 years and 6.6 years for the years ended December 31, 2013, 2012 and 2011, respectively. Theaverage remaining service period of postretirement benefit plan participants related to expected retirement was 9.8 years, 10.1 years and 8.7years for the years ended December 31, 2013, 2012 and 2011, respectively. Regulatory Accounting (Exelon, ComEd, PECO and BGE) Exelon, ComEd, PECO and BGE account for their regulated electric and gas operations in accordance with the authoritative guidancefor accounting for certain types of regulations, which requires Exelon, ComEd, PECO and BGE to reflect the effects of cost-based rateregulation in their financial statements. This guidance is applicable to entities with regulated operations that meet the following criteria:(1) rates are established or approved by a third-party regulator; (2) rates are designed to recover the entities’ cost of providing services orproducts; and (3) a reasonable expectation that rates are set at levels that will recover the entities costs from customers. Regulatory assetsrepresent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates.Regulatory liabilities represent (1) the excess recovery of costs or accrued credits that have been deferred because it is probable such amountswill be returned to customers through future regulated rates; or (2) billings in advance of expenditures for approved regulatory programs. As ofDecember 31, 2013, Exelon, ComEd, PECO and BGE have concluded that the operations of ComEd, PECO and BGE meet the criteria toapply the authoritative guidance. If it is concluded in a future period that a separable portion of those operations no longer meets the criteria ofthis guidance, Exelon, ComEd, PECO and BGE would be required to eliminate any associated regulatory assets and liabilities and theimpact would be recognized in the Consolidated Statements of Operations and could be material. See Note 3 of the Combined Notes toConsolidated Financial Statements for additional information regarding regulatory matters, including the regulatory assets and liabilitiestables of Exelon, ComEd, PECO and BGE. For each regulatory jurisdiction in which they conduct business, Exelon, ComEd, PECO and BGE assess whether the regulatoryassets and liabilities continue to meet the criteria for probable future recovery or settlement at each balance sheet date and when regulatoryevents occur. This assessment includes consideration of recent rate orders, historical regulatory treatment for similar costs in ComEd’s,PECO’s and BGE’s jurisdictions, and factors such as changes in applicable regulatory and political environments. Furthermore, Exelon,ComEd, PECO and BGE make other judgments related to the financial statement impact of their regulatory environments, such as thetypes of adjustments to rate base that will be acceptable to regulatory bodies, if any, to which costs will be recoverable through rates. Refer tothe revenue recognition discussion below for additional information on the annual revenue 106Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.reconciliations associated with ComEd’s distribution formula rate tariff, pursuant to EIMA, and FERC-approved transmission formula ratetariffs for ComEd and BGE. Additionally, estimates are made in accordance with the authoritative guidance for contingencies as to theamount of revenues billed under certain regulatory orders that may ultimately be refunded to customers upon finalization of applicableregulatory or judicial processes. These assessments are based, to the extent possible, on past relevant experience with regulatory bodies inComEd’s, PECO’s and BGE’s jurisdictions, known circumstances specific to a particular matter and hearings held with the applicableregulatory body. If the assessments and estimates made by Exelon, ComEd, PECO and BGE are ultimately different than actual regulatoryoutcomes, the impact on their results of operations, financial position, and cash flows could be material. The Registrants treat the impacts of a final rate order received after the balance sheet date but prior to the issuance of the financialstatements as a non-recognized subsequent event, as the receipt of a final rate order is a separate and distinct event that has future impactson the parties affected by the order. Accounting for Derivative Instruments (Exelon, Generation, ComEd, PECO and BGE) The Registrants utilize derivative instruments to manage their exposure to fluctuations in interest rates, changes in interest ratesrelated to planned future debt issuances and changes in the fair value of outstanding debt. Generation uses a variety of derivative and non-derivative instruments to manage the commodity price risk of its electric generation facilities, including power sales, fuel and energypurchases and other energy-related products marketed and purchased. Additionally, Generation enters into energy-related derivatives forproprietary trading purposes. ComEd has entered into contracts to procure energy, capacity and ancillary services. In addition, ComEd had afinancial swap contract with Generation that expired May 31, 2013 and currently holds floating-to-fixed energy swaps with several unaffiliatedsuppliers that extend into 2032. PECO and BGE have entered into derivative natural gas contracts to hedge their long-term price risk in thenatural gas market. PECO has also entered into derivative contracts to procure electric supply through a competitive RFP process as outlinedin its PAPUC-approved DSP Program. BGE has also entered into derivative contracts to procure electric supply through a competitive auctionprocess as outlined in its MDPSC-approved SOS Program. ComEd, PECO and BGE do not enter into derivatives for proprietary tradingpurposes. The Registrants’ derivative activities are in accordance with Exelon’s Risk Management Policy (RMP). See Note 12 of theCombined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ derivative instruments. The Registrants account for derivative financial instruments under the applicable authoritative guidance. Determining whether or not acontract qualifies as a derivative under this guidance requires that management exercise significant judgment, including assessing themarket liquidity as well as determining whether a contract has one or more underlyings and one or more notional amounts. Further,interpretive guidance related to the authoritative literature continues to evolve, including how it applies to energy and energy-related products.Changes in management’s assessment of contracts and the liquidity of their markets, and changes in authoritative guidance related toderivatives, could result in previously excluded contracts being subject to the provisions of the authoritative derivative guidance. Generationhas determined that contracts to purchase uranium, contracts to purchase and sell capacity in certain ISO’s, certain emission products andRECs do not meet the definition of a derivative under the current authoritative guidance since they do not provide for net settlement andneither the uranium, certain capacity, emission nor the REC markets are sufficiently liquid to conclude that physical forward contracts arereadily convertible to cash. If these markets do become sufficiently liquid in the future and Generation would be required to account for thesecontracts as derivative instruments, the fair value of these contracts would be accounted for consistent with Generation’s other derivativeinstruments. In this case, if market prices differ from the underlying prices of the contracts, Generation would be required to record mark-to-market gains or losses, which may have a significant impact to Exelon’s and Generation’s financial positions and results of operations. 107Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Under current authoritative guidance, all derivatives are recognized on the balance sheet at their fair value, except for certain derivativesthat qualify for, and are elected under, the normal purchases and normal sales exception. Further, derivatives that qualify and are designatedfor hedge accounting are classified as fair value or cash flow hedges. For fair value hedges, changes in fair values for both the derivative andthe underlying hedged exposure are recognized in earnings each period. For cash flow hedges, the portion of the derivative gain or loss that iseffective in offsetting the change in the hedged cash flows of the underlying exposure is deferred in accumulated OCI and later reclassifiedinto earnings when the underlying transaction occurs. Gains and losses from the ineffective portion of any hedge are recognized in earningsimmediately. For commodity transactions, effective with the date of merger with Constellation, Generation no longer utilizes the electionprovided for by the cash flow hedge designation and de-designated all of its existing cash flow hedges prior to the merger. Because theunderlying forecasted transactions remain probable, the fair value of the effective portion of these cash flow hedges was frozen inaccumulated OCI and will be reclassified to results of operations when the forecasted purchase or sale of the energy commodity occurs, orbecomes probable of not occurring. None of Constellation’s designated cash flow hedges for commodity transactions prior to the merger werere-designated as cash flow hedges. The effect of this decision is that all economic hedges for commodities are recorded at fair value throughearnings for the combined company. In addition, for energy-related derivatives entered into for proprietary trading purposes, changes in thefair value of the derivatives are recognized in earnings each period. For economic hedges that are not designated for hedge accounting forComEd, PECO and BGE, changes in the fair value each period are recorded as a regulatory asset or liability. Normal Purchases and Normal Sales Exception. As part of Generation’s energy marketing business, Generation enters intocontracts to buy and sell energy to meet the requirements of its customers. These contracts include short-term and long-term commitmentsto purchase and sell energy and energy-related products in the retail and wholesale markets with the intent and ability to deliver or takedelivery. While some of these contracts are considered derivative financial instruments under the authoritative guidance, certain of thesequalifying transactions have been designated as normal purchases and normal sales and are thus not required to be recorded at fair value,but rather on an accrual basis of accounting. Determining whether a contract qualifies for the normal purchases and normal sales exceptionrequires that management exercise judgment on whether the contract will physically deliver and requires that management ensurecompliance with all of the associated qualification and documentation requirements. Revenues and expenses on contracts that qualify asnormal purchases and normal sales are recognized when the underlying physical transaction is completed. Contracts which qualify for thenormal purchases and normal sales exception are those for which physical delivery is probable, quantities are expected to be used or sold inthe normal course of business over a reasonable period of time and is not financially settled on a net basis. The contracts that ComEd hasentered into with suppliers as part of ComEd’s energy procurement process, PECO’s full requirement contracts and block contracts underthe PAPUC-approved DSP program, most of PECO’s natural gas supply agreements and all of BGE’s full requirement contracts and naturalgas supply agreements that are derivatives qualify for the normal purchases and normal sales exception. Commodity Contracts. Identification of a commodity contract as an economic hedge requires Generation to determine that thecontract is in accordance with the RMP. Generation reassesses its economic hedges on a regular basis to determine if they continue to bewithin the guidelines of the RMP. As a part of accounting for derivatives, the Registrants make estimates and assumptions concerning future commodity prices, loadrequirements, interest rates, the timing of future transactions and their probable cash flows, the fair value of contracts and the expectedchanges in the fair value in deciding whether or not to enter into derivative transactions, and in determining the initial accounting treatmentfor derivative transactions. In accordance with the authoritative guidance for fair value measurements, the Registrants categorize thesederivatives under a fair value hierarchy that prioritizes 108Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the inputs to valuation techniques used to measure fair value. Derivative contracts are traded in both exchange-based and non-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are categorized in Level 1 in thefair value hierarchy. Certain derivatives’ pricing is verified using indicative price quotations available through brokers or over-the-counter, on-line exchanges are categorized in Level 2. These price quotations reflect the average of the bid-ask mid-point prices and are obtained fromsources that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewed and corroborated toensure the prices are observable and representative of an orderly transaction between market participants. This includes consideration ofactual transaction volumes, market delivery points, bid-ask spreads and contract duration. The Registrant’s derivatives are tradedpredominately at liquid trading points. The remaining derivative contracts are valued using the Black model, an industry standard optionvaluation model. The Black model takes into account inputs such as contract terms, including maturity, and market parameters, andassumptions of the future prices of energy, interest rates, volatility, credit worthiness and credit spread. For derivatives that trade in liquidmarkets, such as generic forwards, swaps and options, the model inputs are generally observable. Such instruments are categorized inLevel 2. For derivatives that trade in less liquid markets with limited pricing information, the model inputs generally would include bothobservable and unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions thatmarket participants would use in valuing the asset or liability. This includes assumptions about market risks such as liquidity, volatility andcontract duration. Such instruments are categorized in Level 3 as the model inputs generally are not observable. The Registrants considernonperformance risk, including credit risk in the valuation of derivative contracts categorized in Level 1, 2 and 3, including both historical andcurrent market data in its assessment of nonperformance risk, including credit risk. The impacts of credit and nonperformance risk to datehave generally not been material to the financial statements. Interest Rate and Foreign Exchange Derivative Instruments. The Registrants may utilize fixed-to-floating interest rate swaps,which are typically designated as fair value hedges, as a means to achieve the targeted level of variable-rate debt as a percent of total debt.Additionally, the Registrants may use forward-starting interest rate swaps and treasury rate locks to lock in interest-rate levels in anticipationof future financings and floating to fixed swaps for project financing. In addition, Generation enters into interest rate derivative contracts toeconomically hedge risk associated with the interest rate component of commodity positions. The characterization of the interest ratederivative contracts between the economic hedge and proprietary trading activity is driven by the corresponding characterization of theunderlying commodity position that gives rise to the interest rate exposure. Generation does not utilize interest rate derivatives with theobjective of benefiting from shifts or change in market interest rates. To manage foreign exchange rate exposure associated with internationalenergy purchases in currencies other than U.S. dollars, Generation utilizes foreign currency derivatives, which are typically designated aseconomic hedges. The fair value of the agreements is calculated by discounting the future net cash flows to the present value based on theterms and conditions of the agreements and the forward interest rate and foreign exchange curves. As these inputs are based on observabledata and valuations of similar instruments, the interest rate and foreign exchange derivatives are primarily categorized in Level 2 in the fairvalue hierarchy. Certain exchange based interest rate derivatives that are valued using unadjusted quoted prices in active markets arecategorized in Level 1 in the fair value hierarchy. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Notes 11 and 12 of the CombinedNotes to Consolidated Financial Statements for additional information regarding the Registrants’ derivative instruments. Taxation (Exelon, Generation, ComEd, PECO and BGE) Significant management judgment is required in determining the Registrants’ provisions for income taxes, primarily due to theuncertainty related to tax positions taken, as well as deferred tax assets and 109Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.liabilities and valuation allowances. In accordance with applicable authoritative guidance, the Registrants account for uncertain income taxpositions using a benefit recognition model with a two-step approach including a more-likely-than-not recognition threshold and ameasurement approach based on the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain taxpositions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold.Management evaluates each position based solely on the technical merits and facts and circumstances of the position, assuming the positionwill be examined by a taxing authority having full knowledge of all relevant information. Significant judgment is required to determinewhether the recognition threshold has been met and, if so, the appropriate amount of unrecognized tax benefits to be recorded in theRegistrants’ consolidated financial statements. The Registrants evaluate quarterly the probability of realizing deferred tax assets by reviewing a forecast of future taxable income andtheir intent and ability to implement tax planning strategies, if necessary, to realize deferred tax assets. The Registrants also assess theirability to utilize tax attributes, including those in the form of carryforwards, for which the benefits have already been reflected in the financialstatements. The Registrants record valuation allowances for deferred tax assets when the Registrants conclude it is more-likely-than-notsuch benefit will not be realized in future periods. Actual income taxes could vary from estimated amounts due to the future impacts of various items, including changes in income taxlaws, the Registrants’ forecasted financial condition and results of operations, failure to successfully implement tax planning strategies, aswell as results of audits and examinations of filed tax returns by taxing authorities. While the Registrants believe the resulting tax balancesas of December 31, 2013 and 2012 are appropriately accounted for in accordance with the applicable authoritative guidance, the ultimateoutcome of tax matters could result in favorable or unfavorable adjustments to their consolidated financial statements and such adjustmentscould be material. See Note 14 of the Combined Notes to Consolidated Financial Statements for additional information regarding taxes. Accounting for Loss Contingencies (Exelon, Generation, ComEd, PECO and BGE) In the preparation of their financial statements, the Registrants make judgments regarding the future outcome of contingent events andrecord liabilities for loss contingencies that are probable and can be reasonably estimated based upon available information. The amountsrecorded may differ from the actual expense incurred when the uncertainty is resolved. The estimates that the Registrants make inaccounting for loss contingencies and the actual results that they record upon the ultimate resolution of these uncertainties could have asignificant effect on their consolidated financial statements. Environmental Costs. Environmental investigation and remediation liabilities are based upon estimates with respect to the number ofsites for which the Registrants will be responsible, the scope and cost of work to be performed at each site, the portion of costs that will beshared with other parties, the timing of the remediation work, changes in technology, regulations and the requirements of local governmentalauthorities. Periodic studies are conducted at ComEd, PECO and BGE to determine future remediation requirements and estimates areadjusted accordingly. In addition, periodic reviews are performed at Generation to assess the adequacy of its environmental reserves. Thesematters, if resolved in a manner different from the estimate, could have a significant effect on the Registrants’ results of operations, financialposition and cash flows. See Note 22 of the Combined Notes to Consolidated Financial Statements for further information. Other, Including Personal Injury Claims. The Registrants are self-insured for general liability, automotive liability, workers’compensation, and personal injury claims to the extent that losses are 110Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.within policy deductibles or exceed the amount of insurance maintained. The Registrants have reserves for both open claims asserted and anestimate of claims incurred but not reported (IBNR). The IBNR reserve is estimated based on actuarial assumptions and analysis and isupdated annually. Future events, such as the number of new claims to be filed each year, the average cost of disposing of claims, as well asthe numerous uncertainties surrounding litigation and possible state and national legislative measures could cause the actual costs to behigher or lower than estimated. Accordingly, these claims, if resolved in a manner different from the estimate, could have a material effect onthe Registrants’ results of operations, financial position and cash flows. Revenue Recognition (Exelon, Generation, ComEd, PECO and BGE) Sources of Revenue and Selection of Accounting Treatment. The Registrants earn revenues from various business activitiesincluding: the sale of energy and energy-related products, such as natural gas, capacity, and other commodities in non-regulated markets(wholesale and retail); the sale and delivery of electricity and natural gas in regulated markets; and the provision of other energy-related non-regulated products and services. The appropriate accounting treatment for revenue recognition is based on the nature of the underlying transaction and applicableaccounting standards. The Registrants primarily use accrual and mark-to-market accounting as discussed in more detail below. Accrual Accounting. Under accrual accounting, the Registrants record revenues in the period when services are rendered or energyis delivered to customers. The Registrants generally use accrual accounting to recognize revenues for sales of electricity, natural gas, andother commodities as part of their physical delivery activities. The Registrants enter into these sales transactions using a variety ofinstruments, including non-derivative agreements, derivatives that qualify for and are designated as normal purchases and normal sales(NPNS) of commodities that will be physically delivered, sales to utility customers under regulated service tariffs, and spot-market sales,including settlements with independent system operators. Mark-to-Market Accounting. The Registrants record revenues using the mark-to-market method of accounting for transactions thatmeet the definition of a derivative for which they are not permitted, or have not elected, the NPNS exception. These mark-to-markettransactions primarily relate to risk management activities and economic hedges of other accrual activities. Mark-to-market revenues include:inception gains or losses on new transactions where the fair value is observable and realized; and unrealized gains and losses from changesin the fair value of open contracts. Use of Estimates. Estimates are based upon actual costs incurred and investments in rate base for the period and the rates of returnon common equity and associated regulatory capital structure allowed under the applicable tariff. The estimated reconciliations can be affectedby, among other things, variances in costs incurred and investments made and actions by regulators or courts. Unbilled Revenues. The determination of Generation’s, ComEd’s, PECO’s and BGE’s retail energy sales to individual customers isbased on systematic readings of customer meters generally on a monthly basis. At the end of each month, amounts of energy delivered tocustomers since the date of the last meter reading are estimated, and corresponding unbilled revenue is recorded. The measurement ofunbilled revenue is affected by the following factors: daily customer usage measured by generation or gas throughput volume, customerusage by class, losses of energy during delivery to customers and applicable customer rates. Increases or decreases in volumes delivered tothe utilities’ customers and favorable or unfavorable rate mix due to changes in usage patterns in customer classes in the period could besignificant to the calculation of unbilled revenue. In addition, volumes may fluctuate monthly as a result of customers electing to use analternate supplier, which could be 111Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.significant to the calculation of unbilled revenue since unbilled commodity receivables are not recorded for these customers. Changes in thetiming of meter reading schedules and the number and type of customers scheduled for each meter reading date would also have an effect onthe measurement of unbilled revenue; however, total operating revenues would remain materially unchanged. See Note 6 of the Combined Notes to Consolidated Financial Statements for additional information. Regulated Transmission & Distribution Revenues. ComEd’s EIMA distribution formula rate tariff provides for annualreconciliations to the distribution revenue requirement. As of the balance sheet dates, ComEd has recorded its best estimates of thedistribution revenue impact resulting from changes in rates that ComEd believes are probable of approval by the ICC in accordance with theformula rate mechanism. Estimates are based upon actual costs incurred and investments in rate base for the period and the rates of returnon common equity and associated regulatory capital structure allowed under the applicable tariff. The estimated reconciliation can be affectedby, among other things, variances in costs incurred and investments made and actions by regulators or courts. ComEd’s and BGE’s FERC transmission formula rate tariffs provide for annual reconciliations to the transmission revenuerequirements. As of the balance sheet dates, ComEd and BGE have recorded the best estimate of their respective transmission revenueimpact resulting from changes in rates that ComEd and BGE believe are probable of approval by FERC in accordance with the formula ratemechanism. Estimates are based upon actual costs incurred and investments in rate base for the period and the rates of return on commonequity and associated regulatory capital structure allowed under the applicable tariff. The estimated reconciliation can be affected by, amongother things, variances in costs incurred and investments made and actions by regulators or courts. Allowance for Uncollectible Accounts (Exelon, Generation, ComEd, PECO and BGE) The allowance for uncollectible accounts reflects the Registrants’ best estimates of losses on the accounts receivable balances. ForGeneration, the allowance is based on accounts receivable aging historical experience and other currently available information. ComEd andPECO estimate the allowance for uncollectible accounts on customer receivables by applying loss rates developed specifically for eachcompany to the outstanding receivable balance by risk segment. Risk segments represent a group of customers with similar credit qualityindicators that are computed based on various attributes, including delinquency of their balances and payment history. Loss rates applied tothe accounts receivable balances are based on historical average charge-offs as a percentage of accounts receivable in each risk segment.BGE estimates the allowance for uncollectible accounts on customer receivables by assigning reserve factors for each aging bucket. Thesepercentages were derived from a study of billing progression which determined the reserve factors by aging bucket. ComEd, PECO and BGEcustomers’ accounts are generally considered delinquent if the amount billed is not received by the time the next bill is issued, whichnormally occurs on a monthly basis. ComEd, PECO and BGE customer accounts are written off consistent with approved regulatoryrequirements. ComEd’s, PECO’s and BGE’s provisions for uncollectible accounts will continue to be affected by changes in volume, pricesand economic conditions as well as changes in ICC, PAPUC and MDPSC regulations, respectively. See Note 6 of the Combined Notes toConsolidated Financial Statements for additional information regarding accounts receivable. 112Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Results of Operations by Business Segment The comparisons of operating results and other statistical information for the years ended December 31, 2013, 2012 and 2011 set forthbelow include intercompany transactions, which are eliminated in Exelon’s consolidated financial statements. Net Income (Loss) on Common Stock by Business Segment 2013 2012 Favorable(unfavorable)2013 vs. 2012variance 2011 Favorable(unfavorable)2012 vs. 2011variance Exelon $1,719 $1,160 $559 $2,495 $(1,335) Generation 1,070 562 508 1,771 (1,209) ComEd 249 379 (130) 416 (37) PECO 388 377 11 385 (8) BGE 197 (9) 206 123 (132) (a)For BGE, reflects BGE’s operations for the year ended December 31, 2012. For Exelon and Generation, includes the operations of the Constellation and BGE from thedate of the merger, March 12, 2012, through December 31, 2012. Results of Operations—Generation 2013 2012 Favorable(unfavorable)2013 vs. 2012variance 2011 Favorable(unfavorable)2012 vs. 2011variance Operating revenues $15,630 $14,437 $1,193 $10,447 $3,990 Purchased power and fuel expense 8,197 7,061 (1,136) 3,589 (3,472) Revenue net of purchased power and fuel expense 7,433 7,376 57 6,858 518 Other operating expenses Operating and maintenance 4,534 5,028 494 3,148 (1,880) Depreciation and amortization 856 768 (88) 570 (198) Taxes other than income 389 369 (20) 264 (105) Total other operating expenses 5,779 6,165 386 3,982 (2,183) Equity in earnings (losses) of unconsolidated affiliates 10 (91) 101 (1) (90) Operating income 1,664 1,120 544 2,875 (1,755) Other income and (deductions) Interest expense (357) (301) (56) (170) (131) Other, net 368 239 129 122 117 Total other income and (deductions) 11 (62) 73 (48) (14) Income before income taxes 1,675 1,058 617 2,827 (1,769) Income taxes 615 500 (115) 1,056 556 Net income 1,060 558 502 1,771 (1,213) Net loss attributable to non-controlling interest (10) (4) (6) — 4 Net income attributable to membership interest $1,070 $562 $508 $1,771 $(1,209) (a)Generation evaluates its operating performance using the measure of revenue net of purchased power and fuel expense. Generation believes that revenue net ofpurchased power and fuel expense is a useful measurement because it provides 113(a)(b)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. information that can be used to evaluate its operational performance. Revenue net of purchased power and fuel expense is not a presentation defined under GAAPand may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.(b)Includes the operations of Constellation from the date of the merger, March 12, 2012, through December 31, 2012. Net Income Attributable to Membership Interest Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. Generation’s net income attributable tomembership interest increased compared to the same period in 2012 primarily due to higher revenues, net of purchased power and fuelexpense, lower operating and maintenance expense and higher earnings from Generation’s interest in CENG; partially offset by impairmentof certain generating assets, higher depreciation expense, higher property taxes, and higher interest expense. The increase in revenues, netor purchased power and fuel expense was primarily due to increased capacity prices and higher nuclear volume partially offset by lowerrealized energy prices, higher nuclear fuel costs, and lower mark-to-market gains in 2013. The decrease in operating and maintenanceexpense was largely due to 2012 costs associated with a settlement with FERC in 2012 and decreases in transaction costs and employee-related costs associated with the merger. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. Generation’s net income attributable tomembership interest decreased compared to the same period in 2012 primarily due to higher operating expenses, the loss on the sale ofBrandon Shores, Wagner and C.P. Crane (collectively Maryland generating stations) and the amortization of acquired energy contractsrecorded at fair value at the merger date; offset by higher revenues, net of purchased power and fuel expense and favorable NDT fundperformance. The increase in operating expenses was due to the addition of Constellation’s financial results from March 12, 2012, costsrelated to a 2012 settlement with FERC and transaction and employee-related severance costs associated with the merger. The increase inrevenues, net of purchased power and fuel expense was also primarily due to the merger. See Note 4 for additional information regarding theloss on the sale of three Maryland generating stations. Revenue Net of Purchased Power and Fuel Expense Generation’s six reportable segments are based on the geographic location of its assets, and are largely representative of the footprintsof an ISO/RTO and/or NERC region. Descriptions of each of Generation’s six reportable segments are as follows: • Mid-Atlantic represents operations in the eastern half of PJM, which includes Pennsylvania, New Jersey, Maryland, Virginia, WestVirginia, Delaware, the District of Columbia and parts of North Carolina. • Midwest represents operations in the western half of PJM, which includes portions of Illinois, Indiana, Ohio, Michigan, Kentuckyand Tennessee, and the United States footprint of MISO excluding MISO’s Southern Region, which covers all or most of NorthDakota, South Dakota, Nebraska, Minnesota, Iowa, Wisconsin, the remaining parts of Illinois, Indiana, Michigan and Ohio notcovered by PJM, and parts of Montana, Missouri and Kentucky. • New England represents the operations within ISO-NE covering the states of Connecticut, Maine, Massachusetts, NewHampshire, Rhode Island and Vermont. • New York represents operations within New York ISO, which covers the state of New York in its entirety. • ERCOT represents operations within Electric Reliability Council of Texas, covering most of the state of Texas. • Other Regions not considered individually significant: • South represents operations in the FRCC, MISO’s Southern Region, and the remaining portions of the SERC not includedwithin MISO or PJM, which includes all or most of 114Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Florida, Arkansas, Louisiana, Mississippi, Alabama, Georgia, Tennessee, North Carolina, South Carolina and parts ofMissouri, Kentucky and Texas. Generation’s South region also includes operations in the SPP, covering Kansas, Oklahoma,most of Nebraska and parts of New Mexico, Texas, Louisiana, Missouri, Mississippi and Arkansas. • West represents operations in the WECC, which includes California ISO, and covers the states of California, Oregon,Washington, Arizona, Nevada, Utah, Idaho, Colorado, and parts of New Mexico, Wyoming and South Dakota. • Canada represents operations across the entire country of Canada and includes the AESO, OIESO and the Canadian portionof MISO. The following business activities are not allocated to a region, and are reported under Other: retail and wholesale gas, investments innatural gas exploration and production activities, proprietary trading, energy efficiency and demand response, heating, cooling, andcogeneration facilities, and home improvements, sales of electric and gas appliances, servicing of heating, air conditioning, plumbing,electrical, and indoor quality systems. Further, the following activities are not allocated to a region, and are reported in Other: compensationunder the reliability-must-run rate schedule; results of operations from the Maryland Clean-Coal assets sold in the fourth quarter of 2012;unrealized mark-to-market impact of economic hedging activities; amortization of certain intangible assets relating to commodity contractsrecorded at fair value as a result of the merger; and other miscellaneous revenues. Generation evaluates the operating performance of its power marketing activities and allocates resources using the measure of revenuenet of purchased power and fuel expense which is a non-GAAP measurement. Generation’s operating revenues include all sales to thirdparties and affiliated sales to ComEd, PECO and BGE. Purchased power costs include all costs associated with the procurement and supplyof electricity including capacity, energy and ancillary services. Fuel expense includes the fuel costs for internally generated energy and fuelcosts associated with tolling agreements. For the year ended December 31, 2013 compared to 2012 and 2012 compared to 2011, Generation’s revenue net of purchased powerand fuel expense by region were as follows: 2013 vs. 2012 2012 vs. 2011 2013 2012 Variance % Change 2011 Variance % Change Mid-Atlantic $3,270 $3,433 $(163) (4.7)% $3,350 $83 2.5% Midwest 2,586 2,998 (412) (13.7)% 3,547 (549) (15.5)% New England 185 196 (11) (5.6)% 9 187 n.m. New York (4) 76 (80) (105.3)% — 76 n.m. ERCOT 436 405 31 7.7% 84 321 n.m. Other Regions 201 131 70 53.4% (14) 145 n.m. Total electric revenue net of purchased powerand fuel expense $6,674 $7,239 $(565) (7.8)% $6,976 $263 3.8% Proprietary Trading (8) (14) 6 42.9% 24 (38) n.m. Mark-to-market gains (losses) 504 515 (11) (2.1)% (288) 803 n.m. Other 263 (364) 627 n.m. 146 (510) n.m. Total revenue net of purchased power andfuel expense $7,433 $7,376 $57 0.8% $6,858 $518 7.6% (a)Includes results for Constellation business transferred to Generation beginning on March 12, 2012, the date the merger was completed. 115(a)(b)(f)(c)(f)(d)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b)Results of transactions with PECO and BGE are included in the Mid-Atlantic region.(c)Results of transactions with ComEd are included in the Midwest region.(d)Other Regions includes South, West and Canada, which are not considered individually significant.(e)Other represents activities not allocated to a region. See text above for a description of included activities. Also includes amortization of intangible assets related tocommodity contracts recorded at fair value at merger date of $488 million and $1,098 million pre-tax for the twelve months ended December 31, 2013 andDecember 31, 2012, respectively.(f)Includes $542 million and $450 million of purchased power from CENG in the Mid-Atlantic and New York regions, respectively, for the year ended December 31,2013. Includes $487 million and $306 million of purchased power from CENG in the Mid-Atlantic and New York regions, respectively, for the year endedDecember 31, 2012. See Note 25 of the Combined Notes to Consolidated Financial Statements for additional information. Generation’s supply sources by region are summarized below: 2013 vs. 2012 2012 vs. 2011 Supply source (GWh) 2013 2012 Variance % Change 2011 Variance % Change Nuclear generation Mid-Atlantic 48,881 47,337 1,544 3.3% 47,287 50 0.1% Midwest 93,245 92,525 720 0.8% 92,010 515 0.6% 142,126 139,862 2,264 1.6% 139,297 565 0.4% Fossil and renewables Mid-Atlantic 11,714 8,808 2,906 33.0% 7,572 1,236 16.3% Midwest 1,478 971 507 52.2% 596 375 62.9% New England 10,896 9,965 931 9.3% 8 9,957 n.m. ERCOT 6,453 6,182 271 4.4% 2,030 4,152 n.m. Other Regions 6,664 5,913 751 12.7% 1,432 4,481 n.m. 37,205 31,839 5,366 16.9% 11,638 20,201 n.m. Purchased power Mid-Atlantic 14,092 20,830 (6,738) (32.3)% 2,898 17,932 n.m. Midwest 4,408 9,805 (5,397) (55.0)% 5,970 3,835 64.2% New England 7,655 9,273 (1,618) (17.4)% — 9,273 n.m. New York 13,642 11,457 2,185 19.1% — 11,457 n.m. ERCOT 15,063 23,302 (8,239) (35.4)% 7,537 15,765 n.m. Other Regions 14,931 17,327 (2,396) (13.8)% 2,503 14,824 n.m. 69,791 91,994 (22,203) (24.1)% 18,908 73,086 n.m. Total supply by region Mid-Atlantic 74,687 76,975 (2,288) (3.0)% 57,757 19,218 33.3% Midwest 99,131 103,301 (4,170) (4.0)% 98,576 4,725 4.8% New England 18,551 19,238 (687) (3.6)% 8 19,230 n.m. New York 13,642 11,457 2,185 19.1% — 11,457 n.m. ERCOT 21,516 29,484 (7,968) (27.0)% 9,567 19,917 n.m. Other Regions 21,595 23,240 (1,645) (7.1)% 3,935 19,305 n.m. Total supply 249,122 263,695 (14,573) (5.5)% 169,843 93,852 55.3% (a)Includes results for the Constellation business transferred to Generation beginning on March 12, 2012, the date the merger was completed.(b)Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and does not include ownershipthrough equity method investments (e.g., CENG).(c)Purchased power includes physical volumes of 12,067 GWh and 9,925 GWh in the Mid-Atlantic and 12,165 GWh and 9,350 GWh in New York as a result of the PPAwith CENG for the years ended December 31, 2013 and 2012 respectively.(d)Excludes generation under the reliability-must-run rate schedule and generation of Brandon Shores, H.A. Wagner, and C.P. Crane, the generating facilitiesdivested in the fourth quarter of 2012 as a result of the Exelon and Constellation merger.(e)Other Regions includes South, West and Canada, which are not considered individually significant.(f)Excludes physical proprietary trading volumes of 8,762 GWh, 12,958 GWh and 5,742 GWh for the years ended December 31, 2013, 2012 and 2011 respectively. 116(a)(b)(b)(b)(d)(e)(c)(c)(e)(f)(g)(h)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(g)Includes sales to PECO through the competitive procurement process of 5,070 GWh, 7,762 GWh, and 7,041 GWh for the years ended December 31, 2013, 2012 and2011 respectively. Sales to BGE of 5,595 GWh and 3,766 GWh were included for the years ended December 31, 2013 and 2012 respectively.(h)Includes sales to ComEd under the RFP procurement of 7,491 GWh, 4,152 GWh and 4,731 GWh for the years ended December 31, 2013, 2012 and 2011 respectively. The following table presents electric revenue net of purchased power and fuel expense per MWh of electricity sold during the year endedDecember 31, 2013 as compared to the same period in 2012 and 2012 as compared to the same period in 2011. 2013 vs. 2012 2012 vs. 2011 $/MWh 2013 2012 % Change 2011 % Change Mid-Atlantic $43.78 $44.60 (1.8)% $58.00 (23.1)% Midwest 26.09 29.02 (10.1)% 35.99 (19.4)% New England 9.97 10.19 (2.1)% n.m. n.m. New York (0.29) 6.63 (104.4)% n.m. n.m. ERCOT 20.26 13.74 47.5% 8.78 56.5% Other Regions 9.31 5.64 65.0% (3.56) n.m. Electric revenue net of purchased power and fuelexpense per MWh $26.79 $27.45 (2.4)% $41.07 (33.2)% (a)Includes financial results for the Constellation business transferred to Generation beginning on March 12, 2012, the date the merger was completed.(b)Includes sales to PECO of $405 million (5,070 GWh), $536 million (7,762 GWh) and $508 million (7,041 GWh) for the years ended December 31, 2013, 2012 and 2011,respectively. Sales to BGE of $455 million (5,595 GWh) and $322 million (3,766 GWh) were included for the years ended December 31, 2013 and 2012 respectively.Excludes compensation under the reliability-must-run rate schedule and the financial results of Brandon Shores, H.A. Wagner, and C.P. Crane, the generatingfacilities divested in the fourth quarter of 2012 as a result of the merger.(c)Includes sales to ComEd of $283 million (7,491 GWh), $162 million (4,152 GWh) and $179 million (4,731 GWhs) and settlements of the ComEd swap of $230 million,$627 million and $474 million for years ended December 31, 2013, 2012 and 2011, respectively.(d)Other Regions includes South, West and Canada, which are not considered individually significant.(e)Revenue net of purchased power and fuel expense per MWh represents the average margin per MWh of electricity sold during the years ended December 31, 2013,2012 and 2011, respectively, and excludes the mark-to-market impact of Generation’s economic hedging activities.(f)Excludes Generation’s other business activities not allocated to a region, including retail and wholesale gas, upstream natural gas, proprietary trading, energyefficiency, energy management and demand response. Also excludes Generation’s compensation under the reliability-must-run rate schedule, the financial resultsof Brandon Shores, H.A. Wagner, and C.P. Crane, the generating facilities divested in the fourth quarter of 2012 as a result of the Exelon and Constellation merger,and amortization of certain intangible assets relating to commodity contracts recorded at fair value as a result of the Exelon and Constellation merger of $488 millionand $1,098 million, respectively. Mid-Atlantic Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The decrease in revenue net of purchased powerand fuel expense in the Mid-Atlantic of $163 million was primarily due to lower realized power prices and increased nuclear fuel costs,partially offset by the addition of Constellation in 2012, higher capacity revenues, and higher nuclear revenues. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The increase in revenue net of purchased powerand fuel expense in the Mid-Atlantic of $83 million was primarily due to the addition of Constellation in 2012 and higher capacity revenues,partially offset by lower realized power prices and increased nuclear fuel costs. 117(a)(b)(c)(d)(e)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Midwest Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The decrease in revenue net of purchased powerand fuel expense in the Midwest of $412 million was primarily due to lower realized power prices, increased nuclear fuel costs, and lowercapacity revenues, partially offset by higher nuclear revenues. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The decrease in revenue net of purchased powerand fuel expense in the Midwest of $549 million was primarily due to lower capacity revenues, increased nuclear fuel costs, and lowerrealized power prices, partially offset by decreased congestion costs. New England Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The $11 million decrease in revenue net ofpurchased power and fuel expense in New England is primarily due to lower realized energy prices, partially offset by the addition ofConstellation in 2012. Prior to the merger, New England was not a significant contributor to revenue net of purchased power and fuelexpense at Generation. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The $187 million increase in revenue net ofpurchased power and fuel expense in New England was the result of the Constellation merger. Prior to the merger, New England was not asignificant contributor to revenue net of purchased power and fuel expense at Generation. New York Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The $80 million decrease in revenue net ofpurchased power and fuel expense in New York was primarily due to decreased realized energy prices, partially offset by the addition ofConstellation. Prior to the merger, New York was not a significant contributor to revenue net of purchased power and fuel expense atGeneration. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The $76 million increase in revenue net ofpurchased power and fuel expense in New York was the result of the Constellation merger. Prior to the merger, New York was not asignificant contributor to revenue net of purchased power and fuel expense at Generation. ERCOT Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The $31 million increase in revenue net ofpurchased power and fuel expense in ERCOT was primarily due to increased realized energy prices and the addition of Constellation in2012, partially offset by a decrease due to the termination of an energy supply contract with a retail power supply company that waspreviously a consolidated variable interest entity. As a result of the termination, Generation no longer has a variable interest in the retailsupply company and ceased consolidation of the entity during the third quarter of 2013. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The $321 million increase in revenue net ofpurchased power and fuel expense in ERCOT was primarily as a result of the addition of Constellation in 2012, partially offset by a decreasein revenue net of purchased power and fuel expense in the legacy Generation ERCOT portfolio driven by the performance of Generation’sgenerating units during extreme weather events that occurred in Texas in February and August 2011. 118Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other Regions Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The $70 million increase in revenue net ofpurchased power and fuel expense in Other Regions was primarily as a result of the addition of Constellation in 2012, in addition toincreased renewable generation. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The $145 million increase in revenue net ofpurchased power and fuel expense in Other Regions was primarily as a result of the Constellation merger. Mark-to-market Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. Generation is exposed to market risks associatedwith changes in commodity prices and enters into economic hedges to mitigate exposure to these fluctuations. Mark-to-market gains oneconomic hedging activities were $504 million in 2013 compared to gains of $515 million in 2012. See Notes 11 and 12 of the CombinedNotes to the Consolidated Financial Statements for information on gains and losses associated with mark-to-market derivatives. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. Generation is exposed to market risks associatedwith changes in commodity prices and enters into economic hedges to mitigate exposure to these fluctuations. Mark-to-market gains oneconomic hedging activities were $515 million in 2012 compared to losses of $288 million in 2011. See Note 11 and 12 of the CombinedNotes to the Consolidated Financial Statements for information on gains and losses associated with mark-to-market derivatives. Other Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The $627 million increase in other revenue net ofpurchased power and fuel was primarily due to reduced amortization expense of the acquired energy contracts recorded at fair value at themerger date. In addition, the increase is also attributable to results from activities acquired as part of the 2012 merger with Constellationincluding retail gas, energy efficiency, energy management and demand response, upstream natural gas, and the design and construction ofrenewable energy facilities. These increases were partially offset by the reduction in revenues net of purchased power and fuel expense fromthe sale of Brandon Shores, H.A. Wagner and C.P. Crane, the generating facilities divested in the fourth quarter of 2012 as a result of theExelon and Constellation merger. See Note 4 of the Combined Notes to Consolidated Financial Statements for information regarding contractintangibles and assets planned for divestiture as a result of the Constellation merger. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The $510 million decrease in other revenue net ofpurchased power and fuel was primarily due to increased amortization expense of the acquired energy contracts recorded at fair value at themerger date. This decrease was partially offset by results from activities acquired as part of the 2012 merger with Constellation includingretail gas, energy efficiency, energy management and demand response, upstream natural gas and the design and construction of renewableenergy facilities. In addition, other revenue net of purchased power and fuel includes the results of Brandon Shores, H.A. Wagner and C.P.Crane, the generating facilities divested in fourth quarter of 2012 as a result of the Exelon and Constellation merger. See Note 4 of theCombined Notes to Consolidated Financial Statements for information regarding contract intangibles and assets planned for divestiture as aresult of the Constellation merger. Nuclear Fleet Capacity Factor and Production Costs The following table presents nuclear fleet operating data for 2013, as compared to 2012 and 2011, for the Generation-operated plants.The nuclear fleet capacity factor presented in the table is defined 119Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.as the ratio of the actual output of a plant over a period of time to its output if the plant had operated at full average annual mean capacity forthat time period. Nuclear fleet production cost is defined as the costs to produce one MWh of energy, including fuel, materials, labor,contracting and other miscellaneous costs, but excludes depreciation and certain other non-production related overhead costs. Generationconsiders capacity factor and production costs useful measures to analyze the nuclear fleet performance between periods. Generation hasincluded the analysis below as a complement to the financial information provided in accordance with GAAP. However, these measures arenot a presentation defined under GAAP and may not be comparable to other companies’ presentations or be more useful than the GAAPinformation provided elsewhere in this report. 2013 2012 2011 Nuclear fleet capacity factor 94.1% 92.7% 93.3% Nuclear fleet production cost per MWh $19.83 $19.50 $18.86 (a)Excludes Salem, which is operated by PSEG Nuclear, LLC, and CENG’s nuclear facilities, which are operated by CENG. Reflects ownership percentage of stationsoperated by Exelon. Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The nuclear fleet capacity factor, which excludesSalem, increased primarily due to a lower number of planned refueling outage days in 2013, partially offset by a higher number of non-refueling outage days. For 2013 and 2012, planned refueling outage days totaled 233 and 274, respectively, and non-refueling outage daystotaled 75 and 73, respectively. Higher nuclear fuel costs and higher plant operating and maintenance costs, partially offset by higher numberof net MWhs generated resulted in a higher production cost per MWh during 2013 as compared to 2012. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The nuclear fleet capacity factor, which excludesSalem, decreased primarily due to a higher number of non-refueling outage days, partially offset by a lower number of planned refuelingoutage days in 2012. For 2012 and 2011, planned refueling outage days totaled 274 and 283, respectively, and non-refueling outage daystotaled 73 and 52, respectively. Higher nuclear fuel costs resulted in a higher production cost per MWh during 2012 as compared to 2011. Operating and Maintenance Expense The changes in operating and maintenance expense for 2013 compared to 2012, consisted of the following: Increase(Decrease) Plant retirements and divestitures $(440) FERC settlement (195) Constellation merger and integration costs (107) Maryland commitments (35) Bodily injury costs (16) Nuclear refueling outage costs, including the co-owned Salem plant (14) Corporate allocations (5) Labor, other benefits, contracting and materials 160 Impairment and related charges of certain generating assets 160 Midwest generation bankruptcy charges 11 Pension and non-pension postretirement benefits expense 5 Other (18) Decrease in operating and maintenance expense $(494) 120(a) (a)(a)(b)(c)(d)(e)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (a)Reflects the operating and maintenance expense associated with the generating assets retired or divested during 2012.(b)Reflects costs incurred as part of a March 2012 settlement with the FERC to resolve a dispute related to Constellation’s prior period hedging and risk managementtransactions.(c)Reflects decreased asbestos-related bodily injury expense for 2013 compared to 2012.(d)Reflects the impact of decreased planned refueling outage days during 2013.(e)The decrease in cost allocations during 2013 primarily reflects merger synergy savings for Exelon’s corporate operations and shared service entities, partially offset bythe impact of an increased share of corporate allocated costs due to the merger.(f)Includes cost of sales of our other business activities that are not allocated to a region. The changes in operating and maintenance expense for 2012 compared to 2011, consisted of the following: Increase(Decrease) Labor, other benefits, contracting and materials $845 Loss on the sale of Maryland Clean Coal assets 278 FERC settlement 195 Constellation merger and integration costs 182 Corporate allocations 175 Pension and non-pension postretirement benefits expense 76 Maryland commitments 35 Nuclear refueling outage costs, including the co-owned Salem plant (52) Other 146 Increase in operating and maintenance expense $1,880 (a)Includes cost of sales of our other business activities that are not allocated to a region.(b)Represents expense recorded during the third quarter of 2012 due to the reduction in book value. Upon completion of the November 30, 2012 transaction, Generationrecorded a $6 million gain within Other, net in its Consolidated Statements of Operations and Comprehensive Income. The net loss on the sale of the Maryland CleanCoal assets was $272 million. See 4 of the Combined Notes to Consolidated Financial Statements for additional information.(c)Reflects costs incurred as part of a March 2012 settlement with the FERC to resolve a dispute related to Constellation’s prior period hedging and risk managementtransactions.(d)Reflects an increased share of corporate allocated costs due to the merger.(e)Reflects costs incurred as part of the Maryland order approving the merger.(f)Reflects the impact of decreased planned refueling outages during 2012. Depreciation and Amortization Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in depreciation and amortizationexpense was primarily a result of higher plant balances due to the addition of Constellation facilities and ongoing capital additions. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The increase in depreciation and amortizationexpense was primarily a result of higher plant balances due to the addition of Constellation facilities; and capital additions and other upgradesto legacy plants. Taxes Other Than Income Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase was primarily due to the addition ofConstellation’s financial results in 2012. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The increase was primarily due to the addition ofConstellation’s financial results in 2012. 121(a)(b)(c)(d)(e)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Equity in Earnings (Losses) of Unconsolidated Affiliates Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. Equity in earnings (losses) of unconsolidatedaffiliates increased primarily due to $50 million favorable net income generated from Exelon’s equity investment in CENG and a reduction of$58 million of amortization of the basis difference in CENG recorded at fair value at the merger date. Interest Expense Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in interest expense is primarily dueto the increase in long-term debt as a result of the merger and increased project financing. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The increase in interest expense is primarily dueto the increase in long-term debt as a result of the merger. Other, Net Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase of $129 million in other, netprimarily reflects $85 million of credit facility termination fees recorded in 2012 and increased net realized and unrealized gains related to theNDT funds of Generation’s Non-Regulatory Agreement Units compared to net realized and unrealized gains in 2012, as described in thetable below. Additionally, the increase reflects income related to the contractual elimination of income tax expense associated with the NDTfunds of the Regulatory Agreement Units. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The increase of $117 million in other, netprimarily reflects a $36 million bargain purchase gain associated with the August 2011 acquisition of Wolf Hollow, $32 million of interestincome from a one-time NDT fund special transfer tax deduction in 2011, net realized and unrealized gains related to the NDT funds ofGeneration’s Non-Regulatory Agreement Units compared to net realized and unrealized losses in 2011, as described in the table below, offsetby $85 million of credit facility termination fees recorded in 2012. Additionally, the increase reflects income related to the contractualelimination of income tax expense associated with the NDT funds of the Regulatory Agreement Units. The following table provides unrealized and realized gains (losses) on the NDT funds of the Non-Regulatory Agreement Unitsrecognized in Other, net for 2013, 2012 and 2011: 2013 2012 2011 Net unrealized gains (losses) on decommissioning trust funds $146 $105 $(4) Net realized gains (losses) on sale of decommissioning trust funds $24 $51 $(10) Effective Income Tax Rate. Generation’s effective income tax rates for the years ended December 31, 2013, 2012 and 2011 were 36.7%, 47.3% and 37.4%,respectively. See Note 14 of the Combined Notes to Consolidated Financial Statements for additional information regarding the componentsof the effective income tax rates. 122Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Results of Operations—ComEd 2013 2012 Favorable(Unfavorable)2013 vs. 2012Variance 2011 Favorable(Unfavorable)2012 vs. 2011Variance Operating revenues $4,464 $5,443 $(979) $6,056 $(613) Purchased power expense 1,174 2,307 1,133 3,035 728 Revenues net of purchased power expense 3,290 3,136 154 3,021 115 Other operating expenses Operating and maintenance 1,368 1,345 (23) 1,189 (156) Depreciation and amortization 669 610 (59) 554 (56) Taxes other than income 299 295 (4) 296 1 Total other operating expenses 2,336 2,250 (86) 2,039 (211) Operating income 954 886 68 982 (96) Other income and (deductions) Interest expense, net (579) (307) (272) (345) 38 Other, net 26 39 (13) 29 10 Total other income and (deductions) (553) (268) (285) (316) 48 Income before income taxes 401 618 (217) 666 (48) Income taxes 152 239 87 250 11 Net income $249 $379 $(130) $416 $(37) (a)ComEd evaluates its operating performance using the measure of revenues net of purchased power expense. ComEd believes that revenues net of purchased powerexpense is a useful measurement because it provides information that can be used to evaluate its operational performance. In general, ComEd only earns marginbased on the delivery and transmission of electricity. ComEd has included its discussion of revenues net of purchased power expense below as a complement to thefinancial information provided in accordance with GAAP. However, revenues net of purchased power expense is not a presentation defined under GAAP and maynot be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report. Net Income Year Ended December 31, 2013, Compared to Year Ended December 31, 2012. ComEd’s net income for the year endedDecember 31, 2013, was lower than the same period in 2012, primarily due to the remeasurement of Exelon’s like-kind exchange taxposition, partially offset by increased electric distribution revenues, including the impacts of Senate Bill 9, and increased transmissionrevenues. See Note 3—Regulatory Matters and Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statements foradditional information. Year Ended December 31, 2012, Compared to Year Ended December 31, 2011. ComEd’s net income for the year endedDecember 31, 2012, was lower than the same period in 2011, primarily due to increased operating and maintenance expenses, partiallyoffset by increased electric distribution revenues and increased transmission revenues. Operating Revenues Net of Purchased Power Expense There are certain drivers of operating revenues that are fully offset by their impact on purchased power expense, such as commodityprocurement costs and participation in customer choice programs. ComEd is permitted to recover electricity procurement costs from retailcustomers without mark-up. Therefore, fluctuations in electricity procurement costs have no impact on revenues net of purchased powerexpense. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information onComEd’s electricity procurement process. 123(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.All ComEd customers have the choice to purchase electricity from a competitive electric generation supplier. Customer choice programsdo not impact ComEd’s volume of deliveries, but do affect ComEd’s operating revenues related to supplied energy, which is fully offset inpurchased power expense. Therefore, customer choice programs have no impact on revenues net of purchased power expense. The number of retail customers participating in customer choice programs was 2,630,185, 1,627,150 and 380,262 at December 31,2013, 2012 and 2011, respectively, representing 68%, 43% and 10% of total retail customers, respectively. Retail energy purchased fromcompetitive electric generation suppliers represented 81%, 65% and 56% of ComEd’s retail kWh sales for the years ended December 31,2013, 2012 and 2011, respectively. During 2012, the City of Chicago and approximately 240 Illinois municipalities, including governmentalentities such as townships and counties, approved referenda regarding electric supply aggregation. The referenda allowed governmentalofficials to identify and sign contracts with competitive electric generation suppliers on behalf of the eligible retail customers in thecommunity, while also allowing customers to opt-out of the municipal aggregation program. As of December 31, 2013, there areapproximately 330 municipalities that have approved a municipal aggregation referendum in the ComEd service territory. As a result,approximately 69% of residential usage as of December 31, 2013 is being supplied by competitive electric generation suppliers, and ComEdestimates that over 80% of that usage resulted from municipal aggregation activities. The changes in ComEd’s revenues net of purchased power expense for the year ended 2013 compared to the same period in 2012consisted of the following: Increase(Decrease) Weather $(17) Volume (2) Electric distribution revenues, including impacts of Senate Bill 9 168 Discrete impacts of the 2012 Distribution Rate Case Order 13 Transmission revenues 14 Regulatory required programs 20 Uncollectible accounts recovery, net (58) Other 16 Total increase $154 Weather. The demand for electricity is affected by weather conditions. Very warm weather in summer months and very cold weather inother months are referred to as “favorable weather conditions” because these weather conditions result in increased customer usage.Conversely, mild weather reduces demand. For the year ended December 31, 2013, the increase in revenues net of purchased powerexpense was offset by unfavorable weather conditions as a result of the mild weather in 2013, compared to the same period in 2012. Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business.Normal weather is determined based on historical average heating and cooling degree days for a 30-year period in ComEd’s service territorywith cooling degree days generally having a more significant impact to ComEd, particularly during the summer months. The changes inheating and cooling degree days in ComEd’s service territory for the years ended December 31, 2013 and 2012 consisted of the following: % Change Heating and Cooling Degree-Days 2013 2012 Normal From 2012 From Normal Twelve Months Ended December 31, Heating Degree-Days 6,603 5,065 6,341 30.4% 4.1% Cooling Degree-Days 933 1,324 842 (29.5)% 10.8% 124Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Volume. Revenues net of purchased power expense decreased as a result of lower delivery volume, exclusive of the effects of weather,for the year ended December 31, 2013, reflecting decreased average usage per residential customer as compared to the same period in 2012. Electric Distribution Revenues. EIMA provides for a performance-based formula rate tariff, which requires an annual reconciliation ofthe revenue requirement in effect to the actual costs that the ICC determines are prudently and reasonably incurred in a given year.Distribution revenues vary from year to year based upon fluctuations in the underlying costs, investments being recovered and other billingdeterminants. During the year ended December 31, 2013, ComEd recorded increased revenues of $168 million, primarily due to increasedcapital investments, increased operating expenses, and higher allowed return on common equity, including the impacts of Senate Bill 9.These amounts exclude the discrete impacts of the 2012 Distribution Rate Case Orders, discussed separately below. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Discrete Impacts of the 2012 Distribution Rate Case Orders. On October 3, 2012, the ICC issued its final order related to ComEd’s2011 formula rate proceeding under EIMA (Rehearing Order), which reestablished ComEd’s position on the return on its pension asset,resulting in an increase to revenues in 2013. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statementsfor additional information. Transmission Revenues. ComEd’s transmission rates are established based on a FERC-approved formula. ComEd’s most recentannual formula rate update, filed in April 2013, reflects 2012 actual costs plus forecasted 2013 capital additions. Transmission revenues varyfrom year to year based upon fluctuations in the underlying costs, investments being recovered and other billing determinants, such as thehighest daily peak load from the previous calendar year. During the year ended December 31, 2013, ComEd recorded increased revenues of$14 million primarily due to increased capital investments and higher operating expenses. See Note 3—Regulatory Matters of the CombinedNotes to Consolidated Financial Statements for additional information. Regulatory Required Programs. Revenues related to regulatory required programs are recoveries from customers for costs of variouslegislative and regulatory programs on a full and current basis through approved regulated rates. Programs include ComEd’s energyefficiency and demand response and purchased power administrative costs. An equal and offsetting amount has been reflected in operatingand maintenance expense during the periods presented. See the operating and maintenance expense discussion below for additionalinformation on included programs. Uncollectible Accounts Recovery, Net. Represents recoveries under ComEd’s uncollectible accounts tariff. See the operating andmaintenance expense discussion below for additional information on this tariff. Other. Other revenues, which can vary period to period, include rental revenues, revenues related to late payment charges, assistanceprovided to other utilities through mutual assistance programs and recoveries of environmental costs associated with MGP sites. Otherrevenues were higher during the year ended December 31, 2013, compared to the same period in 2012, primarily due to recoveries ofincreased environmental costs associated with MGP sites, for which an equal and offsetting amount expense is reflected in depreciation andamortization expense during the periods presented. 125Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The changes in ComEd’s revenues net of purchased power expense for 2012 compared to 2011 consisted of the following: Increase(Decrease) Weather $2 Volume (4) Electric distribution revenues 53 Discrete impacts of the 2012 Distribution Rate Case Order (13) Transmission revenues 40 Regulatory required programs 32 Uncollectible accounts recovery, net (28) Other 33 Total increase $115 Weather. For the year ended December 31, 2012, revenues net of purchased power expense increased due to favorable weatherconditions in 2012 compared to the same period in 2011. The changes in heating and cooling degree days in ComEd’s service territory for the years ended December 31, 2012 and 2011consisted of the following: % Change Heating and Cooling Degree-Days 2012 2011 Normal From 2011 From Normal Twelve Months Ended December 31, Heating Degree-Days 5,065 6,134 6,341 (17.4)% (20.1)% Cooling Degree-Days 1,324 1,036 842 27.8% 57.2% Volume. Revenues net of purchased power expense decreased as a result of lower delivery volume, exclusive of the effects of weather,for the year ended December 31, 2012, reflecting decreased average usage per residential customer as compared to the same period in 2011. Electric Distribution Revenues. Under EIMA, ComEd recorded increased revenues during the year ended December 31, 2012 of $53million, primarily due to increased capital investments and increased operating expenses, partially offset by lower allowed return on commonequity. These amounts exclude the discrete impacts of the 2012 Distribution Rate Case Orders discussed separately below. See Note 3—Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Discrete Impacts of the 2012 Distribution Rate Case Orders. The May and October 2012 ICC Distribution Rate Case Ordersresulted in a reduction to revenues of $13 million in 2012 compared to the same period in 2011. See Note 3—Regulatory Matters of theCombined Notes to Consolidated Financial Statements for additional information. Transmission Revenues. Based on the FERC-approved formula, ComEd recorded increased revenues during the year endedDecember 31, 2012 of $40 million, primarily due to increased operating expenses. See Note 3—Regulatory Matters of the Combined Notesto Consolidated Financial Statements for additional information. 126Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Operating and Maintenance Expense Year EndedDecember 31, Increase Year EndedDecember 31, Increase 2013 2012 2013 vs.2012 2012 2011 2012 vs.2011 Operating and maintenance expense—baseline $1,202 $1,199 $3 $1,199 $1,075 $124 Operating and maintenance expense—regulatory required programs 166 146 20 146 114 32 Total operating and maintenance expense $1,368 $1,345 $23 $1,345 $1,189 $156 (a)Operating and maintenance expense for regulatory required programs are recoveries from customers for costs of various legislative and regulatory programs on afull and current basis through approved regulated rates. An equal and offsetting amount has been reflected in operating revenues. The changes in operating and maintenance expense for year ended December 31, 2013, compared to the same period in 2012 andchanges for the year ended December 31, 2012, compared to the same period in 2011, consisted of the following: Increase(Decrease)2013 vs. 2012 Increase(Decrease)2012 vs. 2011 Baseline Labor, other benefits, contracting and materials $48 $95 Pension and non-pension postretirement benefits expense 3 46 Discrete impacts from 2010 Rate Case order — 32 Storm-related costs (10) (1) Science and Technology Innovation Trust — (11) Uncollectible accounts expense—provision (10) (14) Uncollectible accounts expense—recovery, net (48) (14) Other 20 (9) 3 124 Regulatory required programs Energy efficiency and demand response programs 20 33 Purchased power administrative costs — (1) 20 32 Increase in operating and maintenance expense $23 $156 (a)The increase includes contracting costs resulting from new projects associated with EIMA for the years ended December 31, 2013 and 2012. See Note 3—RegulatoryMatters of the Combined Notes to Consolidated Financial Statements for additional information regarding EIMA.(b)ComEd recorded one-time net benefits in May 2012 as a result of the 2010 Rate Case order to reestablish previously expensed plant balances and to recoverpreviously incurred costs related to Exelon’s 2009 restructuring plan.(c)Under EIMA, ComEd makes recurring payments for contribution to a Science and Technology Innovation Trust fund that will be used to fund energy innovation.(d)ComEd is allowed to recover from or refund to customers the difference between the utility’s annual uncollectible accounts expense and the amounts collected in ratesannually through a rider mechanism. In 2013, ComEd recorded a net reduction in operating and maintenance expense related to uncollectible accounts due to thetiming of regulatory cost recovery and customers purchasing electricity from competitive electric generation suppliers as a result of municipal aggregation. An equaland offsetting reduction has been recognized in operating revenues for the periods presented. 127(a) (a) (b)(c) (d) (d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Depreciation and Amortization Expense The changes in depreciation and amortization expense for 2013 compared to 2012 and 2012 compared to 2011, consisted of thefollowing: Increase2013 vs. 2012 Increase2012 vs. 2011 Depreciation associated with higher plant balances $22 $22 Amortization of storm-related regulatory assets 4 4 Amortization of MGP regulatory assets 27 8 Amortization of other regulatory assets 6 6 Other — 16 Increase in depreciation and amortization expense $59 $56 (a)Under EIMA, ComEd is required to recover costs associated with significant storms over a five-year period through the amortization of a regulatory asset.(b)An equal and offsetting amount for the amortization expense related to MGP remediation expenditures is reflected in operating revenues during the periodspresented. Taxes Other Than Income Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. Taxes other than income, which can vary period toperiod, include municipal and state utility taxes, real estate taxes, and payroll taxes. Taxes other than income increased primarily due toincreased Illinois electricity distribution taxes. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. Taxes other than income taxes decreasedprimarily due to decreased Illinois electricity distribution taxes. Interest Expense, Net The changes in interest expense, net for 2013 compared to 2012 and 2012 compared to 2011 consisted of the following: Increase(Decrease)2013 vs. 2012 Increase(Decrease)2012 vs. 2011 Interest expense related to uncertain tax positions $281 $— Interest expense on debt (including financing trusts) 2 (26) Other (11) (12) Increase (decrease) in interest expense, net $272 $(38) (a)Primarily reflects the remeasurement of Exelon’s like-kind exchange tax position in the first quarter of 2013. See Note 14—Income Taxes of the Combined Notes toConsolidated Financial Statements for additional information. Other, Net The changes in other, net for 2013 compared to 2012 and 2012 compared to 2011 consisted of the following: Increase(Decrease)2013 vs. 2012 Increase(Decrease)2012 vs. 2011 Interest income related to uncertain tax positions $(20) $16 Gain on asset disposal 5 — Other 2 (6) Increase in Other, net $(13) $10 128(a) (b) (a) (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (a)Primarily reflects a receivable recorded in the fourth quarter of 2012 related to the final 1999-2001 IRS settlement. Effective Income Tax Rate ComEd’s effective income tax rates for the years ended December 31, 2013, 2012 and 2011, were 37.9%, 38.7% and 37.5%,respectively. See Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regardingthe components of the effective income tax rates. Retail Deliveries to customers (in GWhs) 2013 2012 %Change2013 vs2012 Weather-Normal%Change 2011 %Change2012 vs2011 Weather-Normal%Change Retail Deliveries Residential 27,800 28,528 (2.6)% (0.6)% 28,273 0.9% (0.6)% Small commercial & industrial 32,305 32,534 (0.7)% 0.2% 32,281 0.8% 0.2% Large commercial & industrial 27,684 27,643 0.1% (0.3)% 27,732 (0.3)% (0.3)% Public authorities & electric railroads 1,355 1,272 6.5% 4.2% 1,235 3.0% 4.2% Total Retail Deliveries 89,144 89,977 (0.9)% (0.1)% 89,521 0.5% (0.1)% As of December 31, Number of Electric Customers 2013 2012 2011 Residential 3,480,398 3,455,546 3,448,481 Small commercial & industrial 367,569 365,357 365,824 Large commercial & industrial 1,984 1,980 2,032 Public authorities & electric railroads 4,853 4,812 4,797 Total 3,854,804 3,827,695 3,821,134 Electric Revenue 2013 2012 %Change2013 vs2012 2011 %Change2012 vs2011 Retail Sales Residential $2,073 $3,037 (31.7)% $3,510 (13.5)% Small commercial & industrial 1,250 1,339 (6.6)% 1,517 (11.7)% Large commercial & industrial 427 395 8.1% 383 3.1% Public authorities & electric railroads 48 44 9.1% 50 (12.0)% Total Retail Sales 3,798 4,815 (21.1)% 5,460 (11.8)% Other Revenue 666 628 6.1% 596 5.4% Total Electric Revenues $4,464 $5,443 (18.0)% $6,056 (10.1)% (a)Reflects delivery revenues and volumes from customers purchasing electricity directly from ComEd and customers purchasing electricity from a competitive electricgeneration supplier, as all customers are assessed delivery charges. For customers purchasing electricity from ComEd, revenue also reflects the cost of energy andtransmission.(b)Other revenue primarily includes transmission revenue from PJM. Other items include wholesale revenue, rental revenue, revenues related to late paymentcharges, assistance provided to other utilities through mutual assistance programs, recoveries of environmental remediation costs associated with MGP sites, andintercompany revenues. 129(a)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Results of Operations—PECO 2013 2012 Favorable(unfavorable)2013 vs. 2012variance 2011 Favorable(unfavorable)2012 vs. 2011variance Operating revenues $3,100 $3,186 $(86) $3,720 $(534) Purchased power and fuel 1,300 1,375 75 1,864 489 Revenues net of purchased power and fuel expense 1,800 1,811 (11) 1,856 (45) Other operating expenses Operating and maintenance 748 809 61 794 (15) Depreciation and amortization 228 217 (11) 202 (15) Taxes other than income 158 162 4 205 43 Total other operating expenses 1,134 1,188 54 1,201 13 Operating income 666 623 43 655 (32) Other income and (deductions) Interest expense, net (115) (123) 8 (134) 11 Other, net 6 8 (2) 14 (6) Total other income and (deductions) (109) (115) 6 (120) 5 Income before income taxes 557 508 49 535 (27) Income taxes 162 127 (35) 146 19 Net income 395 381 14 389 (8) Preferred security dividends 7 4 3 4 — Net income on common stock $388 $377 $11 $385 $(8) (a)PECO evaluates its operating performance using the measures of revenues net of purchased power expense for electric sales and revenue net of fuel expense for gassales. PECO believes revenues net of purchased power expense and revenues net of fuel expense are useful measurements of its performance because they provideinformation that can be used to evaluate its net revenues from operations. PECO has included the analysis below as a complement to the financial informationprovided in accordance with GAAP. However, revenues net of purchased power expense and revenue net of fuel expense figures are not a presentation definedunder GAAP and may not be comparable to other companies’ presentations or more useful than the GAAP information provided elsewhere in this report. Net Income Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in net income was driven primarilyby lower operating and maintenance expense partially offset by an increase in income taxes. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The decrease in net income was driven primarilyby lower operating revenues net of purchased power and fuel expense and increased storm costs. The decrease in revenues net of purchasedpower and fuel expense was primarily related to unfavorable weather and a decline in electric load. The decrease to net income was partiallyoffset by lower taxes other than income, interest expense and income taxes. Operating Revenues Net of Purchased Power and Fuel Expense Electric and gas revenues and purchased power and fuel expense are affected by fluctuations in commodity procurement costs.PECO’s electric supply and natural gas cost rates charged to customers are subject to adjustments at least quarterly that are designed torecover or refund the difference between the actual cost of electric supply and natural gas and the amount included in rates 130(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.in accordance with the PAPUC’s GSA and PGC, respectively. Therefore, fluctuations in electric supply and natural gas procurement costshave no impact on electric and gas revenues net of purchased power and fuel expense. Electric and gas revenues and purchased power and fuel expense are also affected by fluctuations in participation in the customer choiceprogram. All PECO customers have the choice to purchase electricity and gas from competitive electric generation and natural gas suppliers,respectively. The customer’s choice of suppliers does not impact the volume of deliveries, but affects revenues collected from customersrelated to supplied energy and natural gas service. Customer choice program activity has no impact on electric and gas revenues net ofpurchase power and fuel expense. The number of retail customers purchasing energy from a competitive electric generation supplier was531,500, 496,500, and 387,600 at December 31, 2013, 2012 and 2011, respectively. Retail deliveries purchased from competitive electricgeneration suppliers represented 68%, 66%, and 57% of PECO’s retail kWh sales for the years ended December 31, 2013, 2012 and 2011,respectively. The number of retail customers purchasing natural gas from a competitive natural gas supplier was 66,400, 53,600, and24,800 at December 31, 2013, 2012 and 2011, respectively. Retail deliveries purchased from competitive natural gas suppliers represented19%, 16%, and 11% of PECO’s mmcf sales for the years ended December 31, 2013, 2012 and 2011, respectively. The changes in PECO’s operating revenues net of purchased power and fuel expense for the year ended December 31, 2013compared to the same period in 2012 consisted of the following: Increase (Decrease) Electric Gas Total Weather $6 $31 $37 Volume (3) (3) (6) Pricing (14) 2 (12) Regulatory required programs (6) — (6) Gross receipts tax (8) — (8) Gas distribution tax repair — (8) (8) Other (7) (1) (8) Total decrease $(32) $21 $(11) Weather The demand for electricity and gas is affected by weather conditions. With respect to the electric business, very warm weather insummer months and, with respect to the electric and gas businesses, very cold weather in winter months are referred to as “favorableweather conditions” because these weather conditions result in increased deliveries of electricity and gas. Conversely, mild weather reducesdemand. Operating revenues net of purchased power and fuel expense were higher due to the impact of favorable 2013 winter weatherconditions. Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business.Normal weather is determined based on historical average heating and cooling degree days for a 30-year period in PECO’s service territory.The changes in heating and cooling degree days in PECO’s service territory for the year ended December 31, 2013 compared to the sameperiod in 2012 and normal weather consisted of the following: % Change Heating and Cooling Degree-Days 2013 2012 Normal From 2012 From Normal Twelve Months Ended December 31, Heating Degree-Days 4,474 3,747 4,603 19.4% (2.8)% Cooling Degree-Days 1,411 1,603 1,301 (12.0)% 8.5% 131Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Volume The decrease in electric revenues net of purchased power expense related to delivery volume, exclusive of the effects of weather,reflects the impact of energy efficiency initiatives on customer usages as well as a shift in the volume profile across classes from higherpriced classes to lower priced classes, partially offset by the oil refineries returning to full production in 2013 as well as moderate economicgrowth. The decrease in gas revenues net of fuel expense related to delivery volume, exclusive of the effects of weather, primarily reflects adecline in Residential use per customer. Pricing The decrease in electric operating revenues net of purchased power expense as a result of pricing is primarily attributable to loweroverall effective rates due to increased usage across all major customer classes. Regulatory Required Programs This represents the change in operating revenues collected under approved riders to recover costs incurred for the smart meter, energyefficiency and consumer education programs as well as the administrative costs for the GSA and AEPS programs. The riders are designed toprovide full and current cost recovery as well as a return. The offsetting costs of these programs are included in operating and maintenanceexpense, depreciation and amortization expense and income taxes. Refer to the operating and maintenance expense discussion below foradditional information on included programs. Gross Receipts Tax GRT is an excise tax on total electric revenues. As a result of decreases in operating revenues compared to 2012, GRT decreased.Equal and offsetting decreases in GRT have been reflected in taxes other than income. Gas Distribution Tax Repair The decrease in gas distribution tax repair reflects the 2012 tax benefit received from prior period gas distribution repairs for the 2011 taxyear. There is an equal and offsetting tax benefit in operating revenues, see NOTE 3—Regulatory Matters for further explanation. Other The decrease in other electric revenues net of purchased power expense compared to the year ended December 31, 2012 reflects adecrease in wholesale transmission revenues earned by PECO due to higher peak loads in the previous years. The changes in PECO’s operating revenues net of purchased power and fuel expense for the year ended December 31, 2012compared to the same period in 2011 consisted of the following: Increase (Decrease) Electric Gas Total Weather $(17) $(15) $(32) Volume (22) — (22) Pricing (4) 3 (1) Regulatory required programs 29 — 29 Gross receipts tax (27) — (27) Other 8 — 8 Total increase (decrease) $(33) $(12) $(45) 132Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Weather Electric and gas revenues net of purchased power and fuel expense were lower due to unfavorable winter weather conditions during2012 in PECO’s service territory. The changes in heating and cooling degree days in PECO’s service territory for the year ended December 31, 2012 compared to thesame period in 2011 and normal weather consisted of the following: % Change Heating and Cooling Degree-Days 2012 2011 Normal From 2011 From Normal Twelve Months Ended December 31, Heating Degree-Days 3,747 4,157 4,603 (9.9)% (18.6)% Cooling Degree-Days 1,603 1,617 1,301 (0.9)% 23.2% Volume The decrease in electric revenues net of purchased power expense related to delivery volume, exclusive of the effects of weather,reflected the reduced oil refinery load in PECO’s service territory and the impact of energy efficiency initiatives and weak economic conditionson customer usage. See Note 3 of the Combined Notes to Consolidated Financial Statements for further information regarding energyefficiency initiatives. Pricing The decrease in electric operating revenues net of purchased power expense as a result of pricing is primarily attributable to loweroverall effective rates due to increased usage across all major customer classes. Regulatory Required Programs This represents the change in operating revenues collected under approved riders to recover costs incurred for the smart meter, energyefficiency and consumer education programs as well as the administrative costs for the GSA and AEPS programs. The riders are designed toprovide full and current cost recovery as well as a return. The offsetting costs of these programs are included in operating and maintenanceexpense, depreciation and amortization expense and income taxes. Refer to the operating and maintenance expense discussion below foradditional information on included programs. Other The decrease in other electric revenues net of purchased power expense primarily reflected a decrease in GRT revenues as a result oflower supplied energy service and a reduction in the GRT rate. There is an equal and offsetting decrease in GRT expense included in taxesother than income. 133(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Operating and Maintenance Expense Twelve MonthsEnded December 31, Increase(Decrease) 2013 vs. 2012 Twelve MonthsEnded December 31, Increase(Decrease) 2012 vs. 2011 2013 2012 2012 2011 Operating and Maintenance Expense—Baseline $668 $723 $(55) $723 $725 $(2) Operating and Maintenance Expense—Regulatory Required Programs 80 86 (6) 86 69 17 Total Operating and MaintenanceExpense $748 $809 $(61) $809 $794 $15 (a)Operating and maintenance expenses for regulatory required programs are costs for various legislative and/or regulatory programs that are recoverable fromcustomers on a full and current basis through approved regulated rates. An equal and offsetting amount has been reflected in operating revenues. The changes in operating and maintenance expense for 2013 compared to 2012 and 2012 compared to 2011 consisted of the following: Increase(Decrease)2013 vs. 2012 Increase(Decrease)2012 vs. 2011 Baseline Labor, other benefits, contracting and materials $10 $(29) Storm-related costs (49) 9 Pension and non-pension postretirement benefits expense (12) — Constellation merger and integration costs (8) 15 Other 4 3 (55) (2) Regulatory Required Programs Smart Meter 4 12 Energy Efficiency (9) 8 GSA — (1) Consumer education program (1) (1) AEPS — (1) (6) 17 Increase (decrease) in operating and maintenance expense $(61) $15 (a)Storm-related costs include $46 million of incremental storm costs incurred in the fourth quarter of 2012 as a result of Hurricane Sandy. This expense wassignificantly offset by the costs incurred related to Hurricane Irene and other storms throughout 2011. Depreciation and Amortization Expense Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in depreciation and amortizationexpense, net for 2013, compared to 2012 was primarily due to ongoing capital expenditures. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The increase in depreciation and amortizationexpense, net for 2012 compared to 2011 was primarily due to ongoing capital expenditures. 134 (a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Taxes Other Than Income The change in taxes other than income for 2013 compared to 2012 and 2012 compared to 2011 consisted of the following: Increase(Decrease)2013 vs. 2012 Increase(Decrease)2012 vs. 2011 GRT expense $(12) $(33) Sales and use tax 8 (12) Other — 2 Decrease in taxes other than income $(4) $(43) (a)The decrease reflects a sales and use tax reserve adjustment in the first quarter of 2012 resulting from the completion of the audit of tax years 2005 through 2010. Interest Expense, Net Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The decrease in interest expense, net for 2013compared to 2012 was primarily due to refinancing debt at lower interest rates during the second half of 2012. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The decrease in interest expense, net for 2012compared to 2011 was primarily due to the debt retirement in November 2011. Other, Net Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. Other, net remained relatively level betweenperiods. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The decrease in Other, net for 2012 compared to2011 was due to decreased AFUDC—Equity. See Note 20 of the Combined Notes to Consolidated Financial Statements in the 2012 10-K foradditional details of the components of Other, net. Effective Income Tax Rate PECO’s effective income tax rates for the years ended December 31, 2013, 2012 and 2011 were 29.1%, 25.0% and 27.3%,respectively. The increase in effective income tax rate in 2013 compared 2012 reflects the 2012 impact of the tax benefit received from electingto change the method of accounting for gas distribution property for the 2011 tax year. See Note 14 of the Combined Notes to ConsolidatedFinancial Statements for additional information regarding the components of the effective income tax rates. PECO Electric Operating Statistics and Revenue Detail Retail Deliveries to customers (in GWhs) 2013 2012 % Change2013 vs. 2012 Weather-Normal %Change 2011 % Change2012 vs. 2011 Weather-Normal %Change Retail Deliveries Residential 13,341 13,233 0.8% (0.0)% 13,687 (3.3)% (1.7)% Small commercial & industrial 8,101 8,063 0.5% (1.1)% 8,321 (3.1)% (2.3)% Large commercial & industrial 15,379 15,253 0.8% 1.5% 15,677 (2.7)% (2.7)% Public authorities & electric railroads 930 943 (1.4)% (1.4)% 945 (0.2)% (0.2)% Total Electric Retail Deliveries 37,751 37,492 0.7% 0.3% 38,630 (2.9)% (2.2)% 135(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. As of December 31, Number of Electric Customers 2013 2012 2011 Residential 1,423,068 1,417,773 1,415,681 Small commercial & industrial 149,117 148,803 148,570 Large commercial & industrial 3,105 3,111 3,110 Public authorities & electric railroads 9,668 9,660 9,689 Total 1,584,958 1,579,347 1,577,050 Electric Revenue 2013 2012 % Change2013 vs. 2012 2011 % Change2012 vs. 2011 Retail Sales Residential $1,592 $1,689 (5.7)% $1,934 (12.7)% Small commercial & industrial 433 462 (6.3)% 585 (21.0)% Large commercial & industrial 224 232 (3.4)% 308 (24.7)% Public authorities & electric railroads 30 31 (3.2)% 38 (18.4)% Total Retail 2,279 2,414 (5.6)% 2,865 (15.7)% Other Revenue 221 226 (2.2)% 244 (7.4)% Total Electric Revenues $2,500 $2,640 (5.3)% $3,109 (15.1)% (a)Reflects delivery volumes and revenues from customers purchasing electricity directly from PECO and customers purchasing electricity from a competitive electricgeneration supplier as all customers are assessed distribution charges. For customers purchasing electricity from PECO, revenue also reflects the cost of energy andtransmission.(b)Other revenue includes transmission revenue from PJM and wholesale electric revenues. PECO Gas Operating Statistics and Revenue Detail Deliveries to customers (in mmcf) 2013 2012 % Change2013 vs. 2012 Weather-Normal %Change 2011 % Change2012 vs. 2011 Weather-Normal %Change Retail Deliveries Retail sales 57,613 49,767 15.8% (0.1)% 54,239 (8.2)% (0.1)% Transportation and other 28,089 26,687 5.3% 0.5% 28,204 (5.4)% (4.8)% Total Gas Deliveries 85,702 76,454 12.1% 0.1% 82,443 (7.3)% (1.6)% As of December 31, Number of Gas Customers 2013 2012 2011 Residential 458,356 454,502 451,382 Commercial & industrial 42,174 41,836 41,373 Total Retail 500,530 496,338 492,755 Transportation 909 903 879 Total 501,439 497,241 493,634 Gas revenue 2013 2012 % Change2013 vs. 2012 2011 % Change2012 vs. 2011 Retail Sales Retail sales $562 $509 10.4% $576 (11.6)% Transportation and other 38 37 2.7% 35 5.7% Total Gas Revenues $600 $546 9.9% $611 (10.6)% (a)Reflects delivery volumes and revenues from customers purchasing natural gas directly from PECO and customers purchasing natural gas from a competitivenatural gas supplier as all customers are assessed distribution charges. For customers purchasing natural gas from PECO, revenue also reflects the cost of naturalgas. 136(a)(b)(b)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Results of Operations—BGE 2013 2012 Favorable(unfavorable)2013 vs. 2012variance 2011 Favorable(unfavorable)2012 vs. 2011variance Operating revenues $3,065 $2,735 $330 $3,068 $(333) Purchased power and fuel expense 1,421 1,369 (52) 1,593 224 Revenue net of purchased power and fuel expense 1,644 1,366 278 1,475 (109) Other operating expenses Operating and maintenance 634 728 94 680 (48) Depreciation and amortization 348 298 (50) 274 (24) Taxes other than income 213 208 (5) 207 (1) Total other operating expenses 1,195 1,234 39 1,161 (73) Operating income 449 132 317 314 (182) Other income and (deductions) Interest expense, net (122) (144) 22 (129) (15) Other, net 17 23 (6) 26 (3) Total other income and (deductions) (105) (121) 16 (103) (18) Income before income taxes 344 11 333 211 (200) Income taxes 134 7 (127) 75 68 Net income 210 4 206 136 (132) Preference stock dividends 13 13 — 13 — Net income (loss) attributable to common shareholder $197 $(9) $206 $123 $(132) (a)BGE evaluates its operating performance using the measures of revenues net of purchased power expense for electric sales and revenues net of fuel expense for gassales. BGE believes revenues net of purchased power and fuel expense are useful measurements of its performance because they provide information that can beused to evaluate its net revenues from operations. BGE has included the analysis below as a complement to the financial information provided in accordance withGAAP. However, revenues net of purchased power and fuel expense figures are not a presentation defined under GAAP and may not be comparable to othercompanies’ presentations or more useful than the GAAP information provided elsewhere in this report. Net Income Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The increase in net income was driven primarilyby higher distribution rates as a result of the 2012 rate order issued by MDPSC and decreased operating revenues net of purchased powerand fuel expense in 2012 related to the accrual of the residential customer rate credit provided as a condition of the MDPSC’s approval ofExelon’s merger with Constellation. Additionally, the increase in net income was also driven by higher operating and maintenance expensesin 2012, primarily related to BGE’s accrual of its portion of the charitable contributions to be provided as a condition of the MDPSC’s approvalof the merger and lower storm restoration costs in 2013. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The decrease in net income was driven primarilyby decreased operating revenues net of purchased power and fuel expense related to the residential customer rate credit provided as acondition of the MDPSC’s approval of Exelon’s merger with Constellation. The decrease in net income was also driven by increasedoperating and maintenance expenses, primarily related to BGE’s accrual of its portion of the charitable contributions to be provided as acondition of the MDPSC’s approval of the merger as well 137(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.as merger transaction costs, and increased depreciation and amortization expense. None of the customer rate credit, the charitablecontributions, or the transaction costs are recoverable from BGE’s customers. Operating Revenues Net of Purchased Power and Fuel Expense There are certain drivers to operating revenue that are offset by their impact on purchased power expense and fuel expense, such ascommodity procurement costs and programs allowing customers to select a competitive electric or natural gas supplier. Electric and gasrevenues and purchased power and fuel expense are affected by fluctuations in commodity procurement costs. BGE’s electric and naturalgas rates charged to customers are subject to periodic adjustments that are designed to recover or refund the difference between the actualcost of purchased electric power and purchased natural gas and the amount included in rates in accordance with the MDPSC’s market-basedSOS and gas commodity programs, respectively. The number of customers electing to select a competitive electric generation supplier affects electric SOS revenues and purchasedpower expense. The number of customers electing to select a competitive natural gas supplier affects gas cost adjustment revenues andpurchased natural gas expense. All BGE customers have the choice to purchase energy from a competitive electric generation supplier. Thiscustomer choice of electric generation suppliers does not impact the volume of deliveries, but affects revenue collected from customersrelated to SOS. The number of retail customers purchasing electricity from a competitive electric generation supplier was 399,000, 362,000and 314,000 at December 31, 2013, 2012 and 2011, respectively, representing 32%, 29% and 25% of total retail customers, respectively.Retail deliveries purchased from competitive electric generation suppliers represented 61%, 60% and 58% of BGE’s retail kWh sales for theyears ended December 31, 2013, 2012 and 2011, respectively. The number of retail customers purchasing natural gas from a competitivenatural gas supplier was 172,000, 143,000 and 118,000 at December 31, 2013, 2012 and 2011, respectively, representing 26%, 22% and18% of total retail customers, respectively. Retail deliveries purchased from competitive natural gas suppliers represented 54%, 56% and52% of BGE’s retail mmcf sales for the years ended December 31, 2013, 2012 and 2011, respectively. The changes in BGE’s operating revenues net of purchased power and fuel expense for the year ended December 31, 2013 comparedto the same period in 2012 consisted of the following: Increase (Decrease) Electric Gas Total 2012 Residential customer rate credit $82 $31 $113 Pricing 69 24 93 Regulatory program cost recovery 36 6 42 Other 26 4 30 Total increase $213 $65 $278 (a)In accordance with the MDPSC order approving Exelon’s merger with Constellation, the residential customer rate credit is not recoverable from BGE’s customers.Exelon made a $66 million equity contribution to BGE in the second quarter of 2012 to fund the after-tax amount of the rate credit as directed in the MDPSC orderapproving the merger transaction. Revenue Decoupling. The demand for electricity and gas is affected by weather and usage conditions. The MDPSC has allowed BGEto record a monthly adjustment to its electric and gas distribution revenues from all residential customers, commercial electric customers,the majority of large industrial electric customers, and all firm service gas customers to eliminate the effect of abnormal weather and usagepatterns per customer on BGE’s electric and gas distribution volumes, thereby recovering a specified dollar amount of distribution revenuesper customer, by customer class, 138(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.regardless of changes in consumption levels. This allows BGE to recognize revenues at MDPSC-approved levels per customer, regardless ofwhat BGE’s actual distribution volumes were for a billing period. Therefore, while these revenues are affected by customer growth, they willnot be affected by actual weather or usage conditions. BGE bills or credits impacted customers in subsequent months for the differencebetween approved revenue levels under revenue decoupling and actual customer billings. Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat a home or business. Normalweather is determined based on historical average heating and cooling degree days for a 30-year period in BGE’s service territory. Thechanges in heating degree days in BGE’s service territory for the year ended December 31, 2013 compared to the same period in 2012 andnormal weather consisted of the following: Heating and Cooling Degree-Days 2013 2012 Normal % Change From 2012 From Normal Twelve Months Ended December 31, Heating Degree-Days 4,744 3,960 4,661 19.8% 1.8% Cooling Degree-Days 869 1,022 864 (15.0)% 0.6% 2012 Residential Customer Rate Credit. The increase in operating revenues net of purchased power and fuel expense for the year ended December 31, 2013 compared to thesame period in 2012 was due to the residential customer rate credit provided in 2012 as a result of the MDPSC’s order approving Exelon’smerger with Constellation. Pricing. The increase in operating revenues net of purchased power and fuel expense as a result of pricing for the year ended December 31,2013 compared to the same period in 2012 was primarily due to the impact of the new electric and natural gas distribution rates charged tocustomers that became effective February 23, 2013 and December 13, 2013 in accordance with the MDPSC approved electric and naturalgas distribution rate case order. See Note 3—Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for furtherinformation. Regulatory Required Programs. This represents the change in revenues collected under approved riders to recover costs incurred for the energy efficiency and demandresponse programs as well as administrative and commercial and industrial customer bad debt costs for SOS. The riders are designed toprovide full recovery, as well as a return in certain instances. The costs of these programs are included in operating and maintenanceexpense, depreciation and amortization expense and taxes other than income taxes. The increase in revenues during the year endedDecember 31, 2013 compared to the same period in 2012 was due to the recovery of higher energy efficiency program costs. Other. Other revenues increased during the year ended December 31, 2013 compared to the same period in 2012. Other revenues, whichcan vary from period to period, include miscellaneous revenues such as service application and late payment fees. 139Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The changes in BGE’s operating revenues net of purchased power and fuel expense for the year ended December 31, 2012 comparedto the same period in 2011 consisted of the following: Increase (Decrease) Electric Gas Total 2012 Residential customer rate credit $(82) $(31) $(113) Commodity margin (1) (5) (6) Regulatory program cost recovery 15 4 19 Transmission 11 — 11 Other (13) (7) (20) Total decrease $(70) $(39) $(109) The changes in heating and cooling degree days for the twelve months ended 2012 and 2011, consisted of the following: Heating and Cooling Degree-Days 2012 2011 Normal % Change From 2011 From Normal Twelve Months Ended December 31, Heating Degree-Days 3,960 4,326 4,711 (8.5)% (15.9)% Cooling Degree-Days 1,022 1,035 858 (1.3)% 19.1% 2012 Residential Customer Rate Credit The residential customer rate credit provided as a result of the MDPSC’s order approving Exelon’s merger with Constellation decreasedoperating revenues net of purchased power and fuel expense for the year ended December 31, 2012. Commodity Margin The commodity margin for both electric and gas revenues decreased during the year ended December 31, 2012 compared to the sameperiod in 2011 due to an increase in the number of customers using competitive suppliers in 2012. Regulatory Required Programs This represents the change in revenues collected under approved riders to recover costs incurred for the energy efficiency and demandresponse programs as well as administrative and commercial and industrial customer bad debt costs for SOS. The riders are designed toprovide full recovery, as well as a return in certain instances. The costs of these programs are included in operating and maintenanceexpense, depreciation and amortization expense and taxes other than income taxes. The increase in revenues during the year endedDecember 31, 2012 compared to the same period in 2011 was due to the recovery of higher energy efficiency programs costs. Transmission Transmission revenues increased during the year ended December 31, 2012 compared to the same period in 2011 due to higherrevenue requirements. BGE’s transmission rates are established based on a FERC-approved formula. The rates also include transmissioninvestment incentives approved by FERC in a number of orders covering various new transmission investment projects since 2007. 140 (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other Other revenues decreased during the year ended December 31, 2012 compared to the same period in 2011. Other revenues, whichcan vary from period to period, include miscellaneous revenues such as service application and late payment fees. Operating and Maintenance Expense The changes in operating and maintenance expense for 2013 compared to 2012 and 2012 compared to 2011 consisted of the following: Increase(Decrease)2013 vs. 2012 Increase(Decrease)2012 vs. 2011 Charitable contributions $(28) $28 Storm costs deferral — 16 Storm-related costs (62) 7 Pension and non-pension postretirement benefits expense — 6 Labor, other benefits, contracting and materials 20 (10) Merger transaction costs (21) (9) Other (3) 10 (Decrease) Increase in operating and maintenance expense $(94) $48 (a)During the first quarter of 2012, BGE accrued $28 million in charitable contributions as a result of BGE’s merger-related commitments. The charitable contributionaccrual and merger costs are not recoverable from BGE’s customers.(b)During the first quarter of 2011, the MDPSC issued a comprehensive rate order permitting the deferral of incremental distribution service restoration expensesassociated with 2010 storms as a regulatory asset.(c)On June 29, 2012, a “Derecho” storm caused extensive damage to BGE’s electric distribution system and created power outages that lasted multiple days. As a result,BGE incurred $62 million of incremental costs during the year ended December 31, 2012, of which $20 million are capital costs. In the fourth quarter of 2012, BGEincurred $38 million of incremental costs as a result of Hurricane Sandy, of which $14 million are capital costs. These amounts compare to $40 million of incrementalexpenses incurred during the third quarter of 2011 associated with Hurricane Irene, of which $25 million are capital costs, and $14 million of incremental expenses,of which $3 are capital costs, incurred during the first quarter of 2011. Depreciation and Amortization Expense The changes in depreciation and amortization expense for 2013 compared to 2012 and 2012 compared to 2011 consisted of thefollowing: Increase(Decrease)2013 vs. 2012 Increase(Decrease)2012 vs. 2011 Depreciation expense $18 $20 Regulatory asset amortization 31 6 Other 1 (2) Increase in depreciation and amortization expense $50 $24 (a)Deprecation and amortization expense increased due to higher plant balances year over year.(b)Regulatory asset amortization increased due to higher energy efficiency and demand response programs expenditures year over year 141(a)(b)(c) (a)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Taxes Other Than Income The change in taxes other than income for 2013 compared to 2012 and 2012 compared to 2011 consisted of the following: Increase(Decrease)2013 vs. 2012 Increase(Decrease)2012 vs. 2011 Property tax $(2) $4 Franchise tax 7 (1) Other — (2) Increase in taxes other than income $5 $1 Interest Expense, Net Year Ended December 31, 2013 Compared to Year Ended December 31, 2012. The decrease in interest expense, net for 2013compared to 2012 was primarily due to the interest recorded in 2012 on prior year tax liabilities and lower effective interest rates as a result ofthe refinancing of debt at a lower interest rate in 2013. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011. The increase in interest expense, net in 2012compared to 2011 was primarily due to higher outstanding debt balances and interest recorded in 2012 on prior year tax liabilities. Effective Income Tax Rate BGE’s effective income tax rates for the years ended December 31, 2013, 2012 and 2011 were 39.0%, 63.6% and 35.5%, respectively.See Note 14 of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of theeffective income tax rates. BGE Electric Operating Statistics and Revenue Detail Retail Deliveries to customers (in GWhs) 2013 2012 % Change2013 vs. 2012 Weather-Normal %Change 2011 % Change2012 vs. 2011 Weather-Normal %Change Retail Deliveries Residential 13,077 12,719 2.8% n.m. 12,652 0.5% n.m. Small commercial & industrial 3,035 2,990 1.5% n.m. 3,023 (1.1)% n.m. Large commercial & industrial 14,339 14,956 (4.1)% n.m. 15,729 (4.9)% n.m. Public authorities & electric railroads 317 329 (3.6)% n.m. 405 (18.8)% n.m. Total Electric Retail Deliveries 30,768 30,994 (0.7)% n.m. 31,809 (2.6)% n.m. As of December 31, Number of Electric Customers 2013 2012 2011 Residential 1,120,431 1,116,233 1,116,401 Small commercial & industrial 112,850 112,994 113,026 Large commercial & industrial 11,652 11,580 11,365 Public authorities & electric railroads 292 319 326 Total 1,245,225 1,241,126 1,241,118 142(a)(c)(c)(c)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Electric Revenue 2013 2012 % Change2013 vs. 2012 2011 % Change2012 vs. 2011 Retail Sales Residential $1,404 $1,274 10.2% $1,456 (12.5)% Small commercial & industrial 257 248 3.6% 268 (7.5)% Large commercial & industrial 439 393 11.7% 416 (5.5)% Public authorities & electric railroads 31 30 3.3% 29 3.4% Total Retail 2,131 1,945 9.6% 2,169 (10.3)% Other Revenue 274 238 15.1% 152 56.6% Total Electric Revenues $2,405 $2,183 10.2% $2,321 (5.9)% (a)Reflects delivery revenues and volumes from customers purchasing electricity directly from BGE and customers purchasing electricity from a competitive electricgeneration supplier as all customers are assessed distribution charges. For customers purchasing electricity from BGE, revenue also reflects the cost of energy andtransmission.(b)Other revenue includes wholesale transmission revenue and late payment charges.(c)Certain commercial and industrial (C&I) customers were reclassified from small C&I to large C&I in prior years to conform to the current year’s classification of C&Icustomers. BGE Gas Operating Statistics and Revenue Detail Deliveries to customers (in mmcf) 2013 2012 % Change2013 vs. 2012 Weather-Normal %Change 2011 % Change2012 vs. 2011 Weather-Normal %Change Retail Deliveries Retail sales 94,020 86,946 8.1% n.m. 94,800 (8.3)% n.m. Transportation and other 12,210 15,751 (22.5)% n.m. 16,436 (4.2)% n.m. Total Gas Deliveries 106,230 102,697 3.4% n.m. 111,236 (7.7)% n.m. As of December 31, Number of Gas Customers 2013 2012 2011 Residential 611,532 610,827 608,943 Commercial & industrial 44,162 44,228 44,211 Total 655,694 655,055 653,154 Gas revenue 2013 2012 % Change2013 vs. 2012 2011 % Change2012 vs. 2011 Retail Sales Retail sales $592 $494 19.8% $580 (14.8)% Transportation and other 68 58 17.2% 92 (37.0)% Total Gas Revenues $660 $552 19.6% $672 (17.9)% (d)Reflects delivery revenues and volumes from customers purchasing natural gas directly from BGE and customers purchasing natural gas from a competitivenatural gas supplier as all customers are assessed distribution charges. The cost of natural gas is charged to customers purchasing natural gas from BGE.(e)Transportation and other gas revenue includes off-system revenue of 12,210 mmcfs ($55 million), 15,751 mmcfs ($51 million), and 16,436 mmcfs ($82 million) forthe years ended 2013, 2012 and 2011, respectively. 143(a)(c) (c)(b) (d)(e)(d)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Liquidity and Capital Resources Exelon’s and Generation’s prior year activity presented below includes the activity of Constellation, and BGE in the case of Exelon,from the merger effective date of March 12, 2012 through December 31, 2012. Exelon’s and Generation’s activity for 2011 is unadjusted forthe effects of the merger. BGE’s prior year activity presented below includes its activity for the 12 months ended December 31, 2012 and2011. The Registrants’ operating and capital expenditures requirements are provided by internally generated cash flows from operations aswell as funds from external sources in the capital markets and through bank borrowings. The Registrants’ businesses are capital intensiveand require considerable capital resources. Each Registrant’s access to external financing on reasonable terms depends on its credit ratingsand current overall capital market business conditions, including that of the utility industry in general. If these conditions deteriorate to theextent that the Registrants no longer have access to the capital markets at reasonable terms, Exelon, Generation, ComEd, PECO and BGEhave access to unsecured revolving credit facilities with aggregate bank commitments of $0.5 billion, $5.3 billion, $1.0 billion, $0.6 billionand $0.6 billion, respectively. The Registrants’ revolving credit facilities are in place until 2018. In addition, Generation has $0.4 billion inbilateral facilities with banks which expire in January 2015, December 2015 and March 2016. The Registrants utilize their credit facilities tosupport their commercial paper programs, provide for other short-term borrowings and to issue letters of credit. See the “Credit Matters”section below for further discussion. The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs andcapital expenditure requirements. The Registrants primarily use their capital resources, including cash, to fund capital requirements, including construction expenditures,retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. TheRegistrants spend a significant amount of cash on capital improvements and construction projects that have a long-term return oninvestment. Additionally, ComEd, PECO and BGE operate in rate-regulated environments in which the amount of new investment recoverymay be delayed or limited and where such recovery takes place over an extended period of time. See Note 13 of the Combined Notes toConsolidated Financial Statements for further discussion of the Registrants’ debt and credit agreements. Cash Flows from Operating Activities General Generation’s cash flows from operating activities primarily result from the sale of electric energy and energy-related products andservices to customers. Generation’s future cash flows from operating activities may be affected by future demand for and market prices ofenergy and its ability to continue to produce and supply power at competitive costs as well as to obtain collections from customers. ComEd’s, PECO’s and BGE’s cash flows from operating activities primarily result from the transmission and distribution of electricityand, in the case of PECO and BGE, gas distribution services. ComEd’s, PECO’s and BGE’s distribution services are provided to anestablished and diverse base of retail customers. ComEd’s, PECO’s and BGE’s future cash flows may be affected by the economy, weatherconditions, future legislative initiatives, future regulatory proceedings with respect to their rates or operations, competitive suppliers, and theirability to achieve operating cost reductions. See Notes 3 and 22 of the Combined Notes to Consolidated Financial Statements for further discussion of regulatory and legalproceedings and proposed legislation. 144Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Pension and Other Postretirement Benefits Management considers various factors when making pension funding decisions, including actuarially determined minimumcontribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the PensionProtection Act of 2006, management of the pension obligation and regulatory implications. On July 6, 2012, President Obama signed intolaw the Moving Ahead for Progress in the Twenty-first Century Act, which contains a pension funding provision that results in lower pensioncontributions in the near term while increasing the premiums pension plans pay to the Pension Benefit Guaranty Corporation. Certainprovisions of the law were applied in 2012 while others take effect in 2013. The estimated impacts of the law are reflected in the projectedpension contributions below. Exelon expects to contribute approximately $264 million to its pension plans in 2014, of which Generation, ComEd, PECO and BGEexpect to contribute $118 million, $119 million, $11 million and $0 million, respectively. See Note 16 of the Combined Notes to ConsolidatedFinancial Statements for the Registrants’ 2013 and 2012 pension contributions. Unlike the qualified pension plans, Exelon’s other postretirement plans are not subject to regulatory minimum contributionrequirements. Management considers several factors in determining the level of contributions to Exelon’s other postretirement benefit plans,including levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assurecontinued recovery). Exelon expects to contribute approximately $430 million to the other postretirement benefit plans in 2014, of whichGeneration, ComEd, PECO and BGE expect to contribute $168 million, $197 million, $19 million and $17 million, respectively. See Note16 of the Combined Notes to Consolidated Financial Statements for the Registrants’ 2013 and 2012 other postretirement benefitcontributions. See the “Contractual Obligations” section below for management’s estimated future pension and other postretirement benefitscontributions. Tax Matters The Registrants’ future cash flows from operating activities may be affected by the following tax matters: • Exelon, Generation, ComEd, PECO and BGE expect to receive tax refunds of approximately $380 million, $60 million, $320million, $10 million and $20 million, respectively, between 2014 and 2015. • Given the current economic environment, state and local governments are facing increasing financial challenges, which mayincrease the risk of additional income tax levies, property taxes and other taxes. • In September 2012, PECO filed an application with the IRS to change its method of accounting for gas distribution repairs for the2011 tax year. The newly adopted method results in a cash tax benefit in 2012 of approximately $38 million and $41 million atExelon and PECO, respectively. Exelon currently anticipates that the IRS will issue industry guidance in the near future. See Note3 of the Combined Notes to Consolidated Financial Statements for discussion regarding the regulatory treatment of PECO’s taxbenefits from the application of the method change. 145Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The following table provides a summary of the major items affecting Exelon’s cash flows from operations for the years endedDecember 31, 2013, 2012 and 2011: 2013 2012 2013 vs. 2012Variance 2011 2012 vs. 2011Variance Net income $1,729 $1,171 $558 $2,499 $(1,328) Add (subtract): Non-cash operating activities 4,159 5,588 (1,429) 4,848 740 Pension and non-pension postretirement benefitcontributions (422) (462) 40 (2,360) 1,898 Income taxes 883 544 339 492 52 Changes in working capital and other noncurrent assetsand liabilities (185) (731) 546 (279) (452) Option premiums paid, net (36) (114) 78 (3) (111) Counterparty collateral received (paid), net 215 135 80 (344) 479 Net cash flows provided by operations $6,343 $6,131 $212 $4,853 $1,278 (a)Represents depreciation, amortization, depletion and accretion, net fair value changes related to derivatives, deferred income taxes, provision for uncollectibleaccounts, pension and non-pension postretirement benefit expense, equity in earnings and losses of unconsolidated affiliates and investments, decommissioning-related items, stock compensation expense, impairment of long-lived assets, and other non-cash charges.(b)Changes in working capital and other noncurrent assets and liabilities exclude the changes in commercial paper, income taxes and the current portion of long-termdebt. Cash flows provided by operations for 2013, 2012 and 2011 by Registrant were as follows: 2013 2012 2011 Exelon $6,343 $6,131 $4,853 Generation 3,887 3,581 3,313 ComEd 1,218 1,334 836 PECO 747 878 818 BGE 561 485 476 (a)Exelon’s and Generation’s prior year activity includes the activity of Constellation, and BGE in the case of Exelon, from the merger effective date of March 12, 2012through December 31, 2012. Exelon’s and Generation’s activity for 2011 is unadjusted for the effects of the merger. BGE’s prior year activity includes its activity for the12 months ended December 31, 2012 and 2011. Changes in Exelon’s, Generation’s, ComEd’s, PECO’s and BGE’s cash flows from operations were generally consistent withchanges in each Registrant’s respective results of operations, as adjusted by changes in working capital in the normal course of business. Inaddition, significant operating cash flow impacts for the Registrants for 2013, 2012 and 2011 were as follows: Generation • During 2013, 2012 and 2011, Generation had net (payments) receipts of counterparty collateral of $162 million, $95 million and$(410) million, respectively. Net payments during 2013 and 2012 were primarily due to market conditions that resulted in changesto Generation’s net mark-to-market position. Depending upon whether Generation is in a net mark-to-market liability or assetposition, collateral may be required to be posted with or collected from its counterparties. This collateral may be in various forms,such as cash, which may be obtained through the issuance of commercial paper, or letters of credit. • During 2013, 2012 and 2011, Generation’s accounts receivable from ComEd increased (decreased) by $(16) million, $(15) millionand $12 million, respectively, primarily due to changes in receivables for energy purchases related to its SFC, ICC-approved RFPcontracts and financial swap contract. 146(a)(b) (a)(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. • During 2013, 2012 and 2011, Generation’s accounts receivable from PECO increased (decreased) by $(17) million, $17 millionand $(210) million, respectively. • During 2013, 2012 and 2011, Generation’s accounts receivable from BGE increased (decreased) by $(4) million, $23 million and$(13) million, respectively. • During 2013, 2012 and 2011, Generation had net payments of approximately $36 million, $114 million and $3 million,respectively, related to purchases and sales of options. The level of option activity in a given year may vary due to several factors,including changes in market conditions as well as changes in hedging strategy. ComEd • During 2013, 2012 and 2011, ComEd’s net payables to Generation for energy purchases related to its supplier forward contract,ICC-approved RFP contracts and financial swap contract settlements increased (decreased) by $(16) million, $(15) million and $12million, respectively. During 2013, 2012 and 2011, ComEd’s payables to other energy suppliers for energy purchases increased(decreased) by $35 million, $20 million and $(43) million, respectively. • During 2013, 2012, and 2012, ComEd received $53 million, $37 million and $63 million, respectively, of incremental cashcollateral from PJM due to variations in its energy transmission activity levels. As of December 31, 2013 and December 31, 2012,ComEd had cash collateral remaining at PJM of $0M and $53 million, respectively. PECO • During 2013, 2012 and 2011, PECO’s payables to Generation for energy purchases increased (decreased) by $(17) million, $17million and $(210) million, respectively, and payables to other energy suppliers for energy purchases increased (decreased) by $33million, $(22) million and $97 million, respectively. BGE • During 2013, 2012 and 2011, BGE’s payables to Generation for energy purchases increased (decreased) by $(4) million, $23million and $(13) million, respectively, and payables to other energy suppliers for energy purchases increased (decreased) by $5million, $40 million and $(60) million, respectively. Cash Flows from Investing Activities Cash flows used in investing activities for 2013, 2012, and 2011 by Registrant were as follows: 2013 2012 2011 Exelon $(5,394) $(4,576) $(4,603) Generation (2,916) (2,629) (3,077) ComEd (1,387) (1,212) (1,007) PECO (531) (328) (557) BGE (571) (573) (592) 147(a)(c)(f)(a)(c)(f)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Capital expenditures by Registrant for 2013, 2012 and 2011 and projected amounts for 2014 are as follows: Projected2014 2013 2012 2011 Exelon $5,475 $5,395 $5,789 $4,042 Generation 2,400 2,752 3,554 2,491 ComEd 1,775 1,433 1,246 1,028 PECO 625 537 422 481 BGE 600 587 582 592 Other 75 86 82 42 (a)Includes $387 million in 2011 related to acquisitions, principally acquisition of Wolf Hollow, Antelope Valley and Shooting Star. See Note 4 of the Combined Notes toConsolidated Financial Statements for additional information.(b)Total projected capital expenditures do not include adjustments for non-cash activity.(c)Includes nuclear fuel.(d)Pursuant to EIMA, ComEd has committed to invest approximately $2.6 billion over a ten year period to modernize and storm-harden its distribution system and toimplement smart grid technology. ComEd expects to file an updated investment plan with the ICC in April, 2014.(e)Other primarily consists of corporate operations and BSC.(f)Exelon’s and Generation’s prior year activity includes the activity of Constellation, and BGE in the case of Exelon, from the merger effective date of March 12, 2012through December 31, 2012. Exelon’s and Generation’s activity for 2011 is unadjusted for the effects of the merger. BGE’s prior year activity includes its activity for the12 months ended December 31, 2012 and 2011. Projected capital expenditures and other investments are subject to periodic review and revision to reflect changes in economicconditions and other factors. Generation Approximately 38% and 11% of the projected 2014 capital expenditures at Generation are for the acquisition of nuclear fuel andinvestments in renewable energy generation, including Antelope Valley construction costs, respectively, with the remaining amountsreflecting additions and upgrades to existing facilities (including material condition improvements during nuclear refueling outages). Alsoincluded in the projected 2014 capital expenditures are a portion of the costs of a series of planned power uprates across Generation’s nuclearfleet. See “EXELON CORPORATION—Executive Overview,” for more information on nuclear uprates. On November 30, 2012, a subsidiary of Generation sold three Maryland generating stations and associated assets to Raven PowerHoldings LLC, a subsidiary of Riverstone Holdings LLC, and received net proceeds of approximately $371. In addition, Generation willbegin to make cash payments of approximately $31 million to Raven Power Holdings LLC over a twelve-month period beginning in June2014. In 2012, Generation incurred transaction costs of approximately $15 million through the date of closing of the transaction. The sale willgenerate approximately $195 million of cash tax benefits, of which $155 million will be realized in periods through 2014 with the balance tobe received in later years. Therefore, Generation expects net after-tax cash sale proceeds of approximately $495 million through 2014 andapproximately $36 million in subsequent years. ComEd, PECO and BGE Approximately 91%, 72% and 89% of the projected 2014 capital expenditures at ComEd, PECO and BGE, respectively, are forcontinuing projects to maintain and improve operations, including enhancing reliability and adding capacity to the transmission anddistribution systems such as ComEd’s reliability related investments required under EIMA, and ComEd’s, PECO’s and BGE’s 148(b) (a)(f)(c)(f) (d)(f)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.construction commitments under PJM’s RTEP. ComEd’s capital expenditures include smart grid/smart meter technology required underEIMA. PECO and BGE capital expenditures include investments related to their respective smart meter program and SGIG project, net ofDOE expected reimbursements. The remaining amounts are for capital additions to support new business and customer growth. See Notes3 and 7 of the Combined Notes to Consolidated Financial Statements for additional information. In 2010, NERC provided guidance to transmission owners, including ComEd, PECO, and BGE, that recommends the completion ofperformance assessments of their transmission lines, with the highest priority lines assessed by December 31, 2011, medium priority linesby December 31, 2012, and the lowest priority lines by December 31, 2013. In compliance with this guidance, ComEd, PECO and BGEsubmitted their most recent bi-annual reports to NERC in January 2014. ComEd, PECO and BGE will incur incremental capitalexpenditures associated with this guidance following the completion of the assessments. Specific projects and expenditures are identified asthe assessments are completed. ComEd’s, PECO’s and BGE’s forecasted 2014 capital expenditures above reflect capital spending forremediation to be completed in 2014. ComEd, PECO and BGE anticipate that they will fund capital expenditures with internally generated funds and borrowings, includingComEd’s capital expenditures associated with EIMA as further discussed in Note 3 of the Combined Notes to Consolidated FinancialStatements. Cash Flows from Financing Activities Cash flows provided by (used in) financing activities for 2013, 2012 and 2011 by Registrant were as follows: 2013 2012 2011 Exelon $(826) $(1,085) $(846) Generation (384) (777) (196) ComEd 61 (212) 355 PECO (361) (382) (589) BGE (48) 128 115 Debt.Debt activity for 2013, 2012 and 2011 by Registrant was as follows: Company Issuances of long-term debt in 2013 Use of proceedsGeneration $5 million of variable rate CEU Credit Agreement projectfinancing, due July 22, 2016 Used to fund Upstream gas activitiesGeneration $227 million of fixed rate DOE Project Financing, dueJanuary 5, 2037 Used for Antelope Valley solar developmentGeneration $1 million of 2.93% Social Security Administration ProjectFinancing, due February 18, 2015 Used to install conservation measures for the SocialSecurity Administration Headquarters facility in MarylandGeneration $9 million of 4.40% Energy Efficiency Financing, dueAugust 31, 2014 Used for funding to install energy conservation measures inBeckley, West VirginiaGeneration $613 million of 6.00% Continental Wind Senior SecuredNotes, due February 28, 2033 Used for general corporate purposes 149Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Company Issuances of long-term debt in 2013 Use of proceedsComEd $350 million of First Mortgage 4.60% Bonds, Series 114,due August 15, 2043 Used to repay outstanding commercial paper obligations andfor general corporate purposesPECO $300 million of First and Refunding Mortgage 1.20% Bondsdue October 15, 2016 Used to pay at maturity first and refunding mortgage bondsdue October 15, 2013 and other general corporate purposesPECO $250 million of First and Refunding Mortgage 4.80% Bondsdue October 15, 2043 Used to pay at maturity first and refunding mortgage bondsdue October 15, 2013 and other general corporate purposesBGE $300 million of fixed rate 3.35% Notes due July 1, 2023 Used to partially refinance Notes due July 1, 2013 and forgeneral corporate purposes Company Issuances of long-term debt in 2012 Use of proceedsGeneration $78 million of variable rate CEU Credit Agreement projectfinancing, due July 16, 2016 Used to fund Upstream gas activitiesGeneration $220 million of fixed rate DOE Project Financing, dueJanuary 5, 2037 Used for Antelope Valley solar developmentGeneration $523 million of 4.25% Senior Notes due June 15, 2022 Used for general corporate purposes and issued inconnection with the Exchange OfferGeneration $788 million of 5.60% Senior Notes due June 15, 2042 Used for general corporate purposes and issued inconnection with the Exchange OfferGeneration $38 million of variable rate Clean Horizons project financingdue June 7, 2030 Used for funding for Maryland solar developmentComEd $350 million of First Mortgage 3.80% Bonds, Series 113,due October 1, 2042 Used to repay outstanding commercial paper obligations andfor general corporate purposesPECO $350 million of First and Refunding Mortgage 2.38% Bondsdue September 15, 2022 Used to pay at maturity First Mortgage Bonds due October 1,2012 and for general corporate purposesBGE $250 million of fixed rate 2.80% Notes due August 15, 2022 Used to repay total outstanding commercial paperobligations and for general corporate purposesCompany Issuances of long-term debt in 2011 Use of proceedsComEd $600 million of First Mortgage 1.625% Bonds, Series 110,due January 15, 2014 Used as an interim source of liquidity for a January 2011contribution to Exelon-sponsored pension plansComEd $250 million of First Mortgage 1.95% Bonds, Series 111,due September 1, 2016 Used to retire $191 million tax-exempt variable-rate FirstMortgage Bonds, Series 2008 D, E, and F, $345 million ofFirst Mortgage Bonds, Series 105, and for other generalcorporate purposes 150Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Company Issuances of long-term debt in 2011 Use of proceedsComEd $350 million of First Mortgage 3.40% Bonds, Series 112,due September 1, 2021 Used to retire $191 million tax-exempt variable-rate FirstMortgage Bonds, Series 2008 D, E, and F, $345 million ofFirst Mortgage Bonds, Series 105, and for other generalcorporate purposesBGE $300 million of fixed rate 3.50% Notes, due November 15,2021 Used to repay total outstanding commercial paperobligations and for general corporate purposes Company Retirement of long-term debt in 2013Generation $3 million scheduled payments of 7.83% Kennett Square capital lease until September 1, 2020Generation $113 million of variable rate Solar Revolver project financing with a final maturity of July 7, 2014Generation $2 million of 2.563% project financing Clean Horizons with a final maturity of September 7, 2030Generation $2 million of 2.68% Sacramento Energy Loan Agreement with a final maturity of December 31, 2030Generation $450 million of 8.625% Series A Junior Subordinated Debentures with a final maturity of June 15, 2063ComEd $125 million of 7.625% First Mortgage Bonds, Series 92, due April 15, 2013ComEd $127 million of 7.500% First Mortgage Bonds, Series 94, due July 1, 2013PECO $300 million of 5.600% First and Refunding Mortgage Bonds, due October 15, 2013BGE $67 million of 5.72% fixed rate Rate Stabilization Bonds, due April 1, 2017BGE $400 million of 6.125% Senior Notes, due July 1, 2013Company Retirement of long-term debt in 2012Exelon $2 million of 7.30% fixed-rate Medium Term Notes with a maturity date of June 1, 2012Exelon $442 million of 7.60% fixed-rate Senior Notes with a maturity date of April 1, 2032Generation $2 million scheduled payments of 7.83% Kennett Square capital lease until September 20, 2020Generation $46 million of 3-year term rate Armstrong Co. 2009 A, Pollution Control Notes at 5.00% with a final maturity ofDecember 1, 2042Generation $89 million of variable rate project financing CEU Credit Agreement with a final maturity of July 16, 2016Generation $17 million of variable rate Solar Revolver project financing with a final maturity of July 7, 2014Generation $75 million of variable rate MEDCO tax-exempt bonds with a final maturity of April 1, 2024Generation $2 million of variable rate Sacramento Solar Promissory Note with a final maturity of March 12, 2012ComEd $450 million of 6.15% First Mortgage Bonds, Series 98, due March 15, 2012 151(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Company Retirement of long-term debt in 2012PECO $225 million of 4.75% First and Refunding Mortgage Bonds, due October 1, 2012PECO $150 million of 4.00% First and Refunding Mortgage Bonds, due December 1, 2012BGE $8 million of 5.72% fixed rate Rate Stabilization Bonds, due April 1, 2016BGE $55 million of 5.47% fixed rate Rate Stabilization Bonds, due October 1, 2012BGE $110 million of variable rate Medium Term Notes, due June 15, 2012 Company Retirement of long-term debt in 2011Generation $2 million scheduled payments of 7.83% Kennett Square capital lease until September 20, 2020ComEd $2 million of 4.75% sinking fund debentures, due December 1, 2011ComEd $50 million of tax-exempt variable-rate First Mortgage Bonds, Series 2008 D, due March 1, 2020ComEd $50 million of tax-exempt variable-rate First Mortgage Bonds, Series 2008 E, due May 1, 2021ComEd $91 million of tax-exempt variable-rate First Mortgage Bonds, Series 2008 F, due March 1, 2017ComEd $345 million of 5.40% First Mortgage Bonds, Series 105, due December 15, 2011PECO $250 million of 5.95% First and Refunding Mortgage Bonds, due November 1, 2011BGE $60 million of 5.47% fixed rate Rate Stabilization Bonds, due October 1, 2012 (a)Represents debt obligations assumed by Exelon as part of the merger on March 12, 2012 that became callable at face value on June 15, 2013. Exelon andsubsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debtobligations of Exelon, resulting in intercompany notes payable as of December 31, 2012 included in long-term debt to affiliate on Generation’s Consolidated BalanceSheets and notes receivable from affiliates at Exelon Corporate, which are eliminated in consolidation on Exelon’s Consolidated Balance Sheets. The third-party debtobligations were reported in Long-term Debt on Exelon’s Consolidated Balance Sheets as of December 31, 2012. The debentures were redeemed and theintercompany loan agreements repaid on June 15, 2013. From time to time and as market conditions warrant, the Registrants may engage in long-term debt retirements via tender offers, openmarket repurchases or other viable options to reduce debt on their respective balance sheets. Dividends. Cash dividend payments and distributions during 2013, 2012 and 2011 by Registrant were as follows: 2013 2012 2011 Exelon $1,263 $1,733 $1,397 Generation 625 1,626 172 ComEd 220 105 300 PECO 333 347 352 BGE 13 13 98 (a)Dividends on common stock for $85 million were paid to Constellation for the year ended December 31, 2011. 152(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Revised Dividend Policy On February 6, 2013, the Exelon board of directors approved a revised dividend policy which contemplates a regular $0.31 per sharequarterly dividend on Exelon’s common stock payable beginning in the second quarter of 2013 (or $1.24 per share on an annualized basis),subject to quarterly declarations by the Exelon Board of Directors. Second Quarter 2013 Dividend On April 23, 2013, the Exelon board of directors declared a regular quarterly dividend, paid on June 10, 2013 of $0.310 per share onExelon’s common stock. Third Quarter 2013 Dividend On July 23, 2013, the Exelon board of directors declared a regular quarterly dividend, paid on September 10, 2013 of $0.310 per shareon Exelon’s common stock. Fourth Quarter 2013 Dividend On October 22, 2013, the Exelon board of directors declared a regular quarterly dividend, paid on December 10, 2013 of $0.310 pershare on Exelon’s common stock First Quarter 2014 Dividend On January 28, 2014, the Exelon Board of Directors declared a first quarter 2014 regular quarterly dividend of $0.31 per share onExelon’s common stock payable on March 10, 2014, to shareholders of record of Exelon at the end of the day on February 14, 2014. Short-Term Borrowings. Short-term borrowings incurred (repaid) during 2013, 2012 and 2011 by Registrant were as follows: 2013 2012 2011 Generation $13 $(52) $— ComEd 184 — — BGE 135 — — Other — (140) 161 Exelon $332 $(192) $161 (a)Other primarily consists of corporate operations and BSC. Retirement of Long-Term Debt to Financing Affiliates. There were no retirements of long-term debt to financing affiliates during2013, 2012 and 2011 by the Registrants. Contributions from Parent/Member. Contributions from Parent/Member (Exelon) during 2013, 2012 and 2011 by Registrant were asfollows: 2013 2012 2011 Generation $26 $48 $30 ComEd 176 11 11 PECO 27 9 18 BGE — 66 — (a)In 2013, represents indemnification from Exelon in relation to the like-kind exchange transaction. 153(a) (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other. Other significant financing activities for Exelon for 2013, 2012 and 2011 were as follows: • Exelon received proceeds from employee stock plans of $47 million, $72 million and $38 million during 2013, 2012 and 2011,respectively. Credit Matters Market Conditions The Registrants fund liquidity needs for capital investment, working capital, energy hedging and other financial commitments throughcash flows from continuing operations, public debt offerings, commercial paper markets and large, diversified credit facilities. The creditfacilities include $8.4 billion in aggregate total commitments of which $6.6 billion was available as of December 31, 2013, and of which nofinancial institution has more than 8% of the aggregate commitments for Exelon, Generation, ComEd, PECO and BGE. The Registrantshad access to the commercial paper market during 2013 to fund their short-term liquidity needs, when necessary. The Registrants routinelyreview the sufficiency of their liquidity position, including appropriate sizing of credit facility commitments, by performing various stress testscenarios, such as commodity price movements, increases in margin-related transactions, changes in hedging levels and the impacts ofhypothetical credit downgrades. The Registrants have continued to closely monitor events in the financial markets and the financialinstitutions associated with the credit facilities, including monitoring credit ratings and outlooks, credit default swap levels, capital raising andmerger activity. See PART I. ITEM 1A Risk Factors for further information regarding the effects of uncertainty in the capital and credit markets. The Registrants believe their cash flow from operating activities, access to credit markets and their credit facilities provide sufficientliquidity. If Generation lost its investment grade credit rating as of December 31, 2013, it would have been required to provide incrementalcollateral of $2.0 billion of collateral obligations for derivatives, non-derivatives, normal purchase normal sales contracts and applicablepayables and receivables, net of the contractual right of offset under master netting agreements, which is well within its current availablecredit facility capacities of $4.3 billion. If ComEd lost its investment grade credit ratings as of December 31, 2013, it would have beenrequired to provide incremental collateral of $6 million, which is well within its current available credit facility capacity of $816 million, whichtakes into account commercial paper borrowings as of December 31, 2013. If PECO lost its investment grade credit rating as ofDecember 31, 2013 it would not be required to provide collateral pursuant to PJM’s credit policy and could have been required to providecollateral of $42 million related to its natural gas procurement contracts, which, in the aggregate, are well within PECO’s current availablecredit facility capacity of $599 million. If BGE lost its investment grade credit rating as of December 31, 2013, it would have been required toprovide collateral of $2 million pursuant to PJM’s credit policy and could have been required to provide collateral of $85 million related to itsnatural gas procurement contracts, which, in the aggregate, are well within BGE’s current available credit facility capacity of $465 million. Exelon Credit Facilities See Note 13 of the Combined Notes to Consolidated Financial Statements for discussion of the Registrants’ credit facilities and shortterm borrowing activity. 154Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Other Credit Matters Capital Structure. At December 31, 2013, the capital structures of the Registrants consisted of the following: Exelon Generation ComEd PECO BGE Long-term debt 44% 30% 42% 40% 42%Long-term debt to affiliates 2% 8% 2% 4% 5%Common equity 53% — 55% 56% 49%Member’s equity — 62% — — — Preference Stock — — — — 4%Commercial paper and notes payable 1% — 1% — — (a)Includes approximately $648 million, $206 million, $184 million and $258 million owed to unconsolidated affiliates of Exelon, ComEd, PECO and BGE respectively.These special purpose entities were created for the sole purposes of issuing mandatorily redeemable trust preferred securities of ComEd, PECO and BGE. See Note 2of the Combined Notes to Consolidated Financial Statements for additional information regarding the authoritative guidance for VIEs. Intercompany Money Pool. To provide an additional short-term borrowing option that will generally be more favorable to the borrowingparticipants than the cost of external financing, Exelon operates an intercompany money pool. Maximum amounts contributed to andborrowed from the money pool by participants during the year ended December 31, 2013, in addition to the net contribution or borrowing asof December 31, 2013, are presented in the following table: MaximumContributed MaximumBorrowed December 31, 2013Contributed(Borrowed) Generation $159 $435 $44 PECO 304 — — BSC — 287 (223) Exelon Corporate 237 — 179 Investments in Nuclear Decommissioning Trust Funds. Exelon and Generation maintain trust funds, as required by the NRC, tofund certain costs of decommissioning Generation’s nuclear plants. The mix of securities in the trust funds is designed to provide returns tobe used to fund decommissioning and to offset inflationary increases in decommissioning costs. Generation actively monitors theinvestment performance of the trust funds and periodically reviews asset allocations in accordance with Generation’s NDT fund investmentpolicy. Generation’s investment policy establishes limits on the concentration of holdings in any one company and also in any one industry.See Note 15—Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for further information regardingthe trust funds, the NRC’s minimum funding requirements and related liquidity ramifications. Shelf Registration Statements. The Registrants maintain a combined shelf registration statement unlimited in amount, with theSEC. The ability of each Registrant to sell securities off the shelf registration statement or to access the private placement markets willdepend on a number of factors at the time of the proposed sale, including other required regulatory approvals, as applicable, the currentfinancial condition of the Registrant, its securities ratings and market conditions. Regulatory Authorizations. The issuance by ComEd, PECO and BGE of long-term debt or equity securities requires the priorauthorization of the ICC, PAPUC and MDPSC, respectively. ComEd, PECO and BGE normally obtain the required approvals on a periodicbasis to cover their anticipated financing needs for a period of time or in connection with a specific financing. On March 1, 2013, ComEdreceived $470 million in long-term debt new money authority from the ICC and on February 27, 2012, ComEd received $1.3 billion in long-term debt refinancing authority from the ICC. 155(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As of December 31, 2013, ComEd had $1.3 billion available in long-term debt refinancing authority and $218 million available in newmoney long-term debt financing authority from the ICC. During the fourth quarter of 2013, ComEd requested and received $1 billion in newmoney financing authority from the ICC. The authority is effective on January 1, 2014 and expires January 1, 2017. As of December 31,2013, PECO had $1.4 billion available in long-term debt financing authority from the PAPUC. As of December 31, 2013, BGE had $850million available in long-term financing authority from MDPSC. FERC has financing jurisdiction over ComEd’s, PECO’s and BGE’s short-term financings and all of Generation’s financings. As ofDecember 31, 2013, ComEd, PECO had BGE had short-term financing authority from FERC, which expires on December 31, 2015, of$2.5 billion, $2.5 billion and $700 million, respectively. Generation currently has blanket financing authority it received from FERC inconnection with its market-based rate authority. See Note 3 of the Combined Notes to Consolidated Financial Statements for additionalinformation. Exelon’s ability to pay dividends on its common stock depends on the receipt of dividends paid by its operating subsidiaries. Thepayments of dividends to Exelon by its subsidiaries in turn depend on their results of operations and cash flows and other items affectingretained earnings. The Federal Power Act declares it to be unlawful for any officer or director of any public utility “to participate in the makingor paying of any dividends of such public utility from any funds properly included in capital account.” In addition, under Illinois law, ComEdmay not pay any dividend on its stock, unless, among other things, its earnings and earned surplus are sufficient to declare and pay adividend after provision is made for reasonable and proper reserves, or unless ComEd has specific authorization from the ICC. BGE issubject to certain dividend restrictions established by the MDPSC. First, BGE is prohibited from paying a dividend on its common sharesthrough the end of 2014. Second, BGE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, BGE’sequity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit ratingis rated by two of the three major credit rating agencies below investment grade. Finally, BGE must notify the MDPSC that it intends todeclare a dividend on its common shares at least 30 days before such a dividend is paid. There are no other limitations on BGE payingcommon stock dividends unless: (1) BGE elects to defer interest payments on the 6.20% Deferrable Interest Subordinated Debentures due2043, and any deferred interest remains unpaid; or (2) any dividends (and any redemption payments) due on BGE’s preference stock havenot been paid. At December 31, 2013, Exelon had retained earnings of $10,358 million, including Generation’s undistributed earnings of$3,613 million, ComEd’s retained earnings of $750 million consisting of retained earnings appropriated for future dividends of $2,389million partially offset by $1,639 million of unappropriated retained deficit, PECO’s retained earnings of $649 million and BGE’s retainedearnings $1,005 million. See Note 22 of the Combined Notes to Consolidated Financial Statements for additional information regarding fundtransfer restrictions. 156Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Contractual Obligations The following tables summarize the Registrants’ future estimated cash payments as of December 31, 2013 under existing contractualobligations, including payments due by period. See Note 22 of the Combined Notes to Consolidated Financial Statements for informationregarding the Registrants’ commercial and other commitments, representing commitments potentially triggered by future events. Exelon Payment due within Total 2014 2015-2016 2017-2018 Due 2019and beyond AllOther Long-term debt $19,367 $1,424 $2,953 $2,731 $12,259 $— Interest payments on long-term debt 12,845 925 1,692 1,396 8,832 — Liability and interest for uncertain tax positions 1,255 — — — — 1,255 Capital leases 41 4 8 10 19 — Operating leases 826 103 180 145 398 — Purchase power obligations 3,046 1,378 852 367 449 — Fuel purchase agreements 9,606 1,520 2,622 1,967 3,497 — Electric supply procurement 1,880 1,062 678 140 — — AEC purchase commitments 6 1 2 2 1 — Curtailment services commitments 132 45 74 13 — — Long-term renewable energy and REC commitments 1,589 72 150 160 1,207 — PJM regional transmission expansion commitments 1,019 208 597 214 — — Spent nuclear fuel obligation 1,021 — — — 1,021 — Pension minimum funding requirement 1,223 264 444 426 89 — Total contractual obligations $53,856 $7,006 $10,252 $7,571 $27,772 $1,255 (a)Includes $648 million due after 2016 to ComEd, PECO and BGE financing trusts.(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2013 and do not reflect anticipated future refinancing,early redemptions or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2013. Includes estimated interest paymentsdue to ComEd, PECO and BGE financing trusts.(c)As of December 31, 2013, Exelon’s liability for uncertain tax positions and related interest payable was $906 million and $349 million, respectively. Exelon was unableto reasonably estimate the timing of liability and interest payments and receipts in individual years beyond 12 months due to uncertainties in the timing of theeffective settlement of tax positions. Exelon has other unrecognized tax positions that were not recorded on the Consolidated Balance Sheet in accordance withauthoritative guidance. See Note 14 of the Combined Notes to Consolidated Financial Statements for further information regarding unrecognized tax positions.(d)Excludes PPAs and other capacity contracts that are accounted for as operating leases. These amounts are included within purchase power obligations. Includesestimated cash payments for service fees related to PECO’s meter reading operating lease.(e)Purchase power obligations include PPAs and other capacity contracts including those that are accounted for as operating leases. Amounts presented representGeneration’s expected payments under these arrangements at December 31, 2013, including those related to CENG. Expected payments include certain fixedcapacity charges which may be reduced based on plant availability. Expected payments exclude renewable PPA contracts that are contingent in nature. Theseobligations do not include ComEd’s SFCs as these contracts do not require purchases of fixed or minimum quantities. See Notes 3 and 22 of the Combined Notes toConsolidated Financial Statements.(f)Represents commitments to purchase nuclear fuel, natural gas and related transportation, storage capacity and services, procure electric supply, and purchase AECsand curtailment services. See Note 22 of the Combined Notes to Consolidated Financial Statements for electric and gas purchase commitments.(g)ComEd entered into 20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover its renewable energy and REC costsfrom retail customers with no mark-up. The annual commitments represent the maximum settlements with suppliers for renewable energy and RECs under theexisting contract terms. Pursuant to the 157(a)(b)(c)(d)(e)(f)(f)(f)(f)(g)(h)(i)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. ICC’s December 19, 2012 order, ComEd’s commitments under the existing long-term contracts were reduced for the June 2013 through May 2014 procurement period.The ICC’s December 18, 2013 order approved the reduction of ComEd’s commitments under the long-term contracts for the June 2014 through May 2015 procurementperiod, however the amount of the reduction will not be finalized and approved by the ICC until March 2014. See Note 3 of Combined Notes to Consolidated FinancialStatements for additional information.(h)Under their operating agreements with PJM, ComEd, PECO and BGE are committed to the construction of transmission facilities to maintain system reliability. Theseamounts represent ComEd’s, PECO’s and BGE’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3 of CombinedNotes to Consolidated Financial Statements for additional information.(i)These amounts represent Exelon’s estimated minimum pension contributions to its qualified plans required under ERISA and the Pension Protection Act of 2006, aswell as contributions necessary to avoid benefit restrictions and at-risk status. For Exelon’s largest qualified pension plan, the projected contributions reflect a fundingstrategy of contributing the greater of $250 million or the minimum amounts under ERISA to avoid benefit restrictions and at-risk status. These amounts representestimates that are based on assumptions that are subject to change. The minimum required contributions for years after 2019 are not included. See Note 16 of theCombined Notes to Consolidated Financial Statements for further information regarding estimated future pension benefit payments. Generation Payment due within Total 2014 2015-2016 2017-2018 Due 2019and beyond AllOther Long-term debt $7,519 $557 $628 $701 $5,633 $— Interest payments on long-term debt 5,362 368 693 625 3,676 — Liability and interest for uncertain tax benefits 264 — — — — 264 Capital leases 33 4 8 10 11 — Operating leases 571 49 98 88 336 — Purchase power obligations 3,046 1,378 852 367 449 — Fuel purchase agreements 8,490 1,212 2,296 1,807 3,175 — Spent nuclear fuel obligation 1,021 — — — 1,021 — Total contractual obligations $26,306 $3,568 $4,575 $3,598 $14,301 $264 (a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2013 and do not reflect anticipated future refinancing,early redemptions or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2013.(b)As of December 31, 2013, Generation’s liability for uncertain tax positions and related interest payable was $227 million and $37 million, respectively. Generation wasunable to reasonably estimate the timing of liability and interest payments in individual years beyond 12 months due to uncertainties in the timing of the effectivesettlement of tax positions.(c)Excludes PPAs and other capacity contracts that are accounted for as operating leases. These amounts are included within purchase power obligations.(d)Purchase power obligations include PPAs and other capacity contracts including those that are accounted for as operating leases. Amounts presented representGeneration’s expected payments under these arrangements at December 31, 2013. Expected payments include certain fixed capacity charges which may be reducedbased on plant availability. Expected payments exclude renewable PPA contracts that are contingent in nature. See Note 22 of the Combined Notes to ConsolidatedFinancial Statements.(e)See Note 22 of the Combined Notes to Consolidated Financial Statements for further information regarding fuel purchase agreements. 158(a)(b)(c)(d)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ComEd Payment due within Total 2014 2015-2016 2017-2018 Due 2019and beyond AllOther Long-term debt $5,892 $617 $925 $1,265 $3,085 $— Interest payments on long-term debt 3,704 274 515 393 2,522 — Liability and interest for uncertain tax positions 498 — — — — 498 Capital leases 8 — — — 8 — Operating leases 47 13 22 9 3 — Electric supply procurement 736 323 273 140 — — Long-term renewable energy and associated REC commitments 1,589 72 150 160 1,207 — PJM regional transmission expansion commitments 486 134 350 2 — — Total contractual obligations $12,960 $1,433 $2,235 $1,969 $6,825 $498 (a)Includes $206 million due after 2017 to a ComEd financing trust.(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2013 and do not reflect anticipated future refinancing,early redemptions or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2013. Includes estimated interest paymentsdue to the ComEd financing trust.(c)As of December 31, 2013, ComEd’s liability for uncertain tax positions and related interest payable was $324 million and $174 million, respectively. ComEd wasunable to reasonably estimate the timing of liability and interest payments in individual years beyond 12 months due to uncertainties in the timing of the effectivesettlement of tax positions.(d)ComEd entered into 20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover its renewable energy and REC costsfrom retail customers with no mark-up. The annual commitments represent the maximum settlements with suppliers for renewable energy and RECs under theexisting contract terms. Pursuant to the ICC’s December 19, 2012 order, ComEd’s commitments under the existing long-term contracts were reduced for the June 2013through May 2014 procurement period. The ICC’s December 18, 2013 order approved the reduction of ComEd’s commitments under the long-term contracts for theJune 2014 through May 2015 procurement period, however the amount of the reduction will not be finalized and approved by the ICC until March 2014. See Note 3 ofCombined Notes to Consolidated Financial Statements for additional information.(e)Under its operating agreement with PJM, ComEd is committed to the construction of transmission facilities to maintain system reliability. These amounts representComEd’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3 of Combined Notes to Consolidated Financial Statementsfor additional information. PECO Payment due within Total 2014 2015-2016 2017-2018 Due 2019and beyond AllOther Long-term debt $2,384 $250 $300 $500 $1,334 $— Interest payments on long-term debt 1,505 104 189 160 1,052 — Operating leases 25 13 6 6 — — Fuel purchase agreements 507 179 210 52 66 — Electric supply procurement 681 590 91 — — — AEC purchase commitments 14 2 4 4 4 — PJM regional transmission expansion commitments 133 32 69 32 — — Total contractual obligations $5,249 $1,170 $869 $754 $2,456 $— (a)Includes $184 million due after 2017 to PECO financing trusts.(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2013 and do not reflect anticipated future refinancing,early redemptions or debt issuances.(c)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric supply, and purchase AECs. See Note 22of the Combined Notes to Consolidated Financial Statements for additional information. 159(a)(b)(c)(d)(e)(a)(b)(c)(c)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(d)Under its operating agreement with PJM, PECO is committed to the construction of transmission facilities to maintain system reliability. These amounts representPECO’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3 of Combined Notes to Consolidated Financial Statementsfor additional information. BGE Payment due within Total 2014 2015-2016 2017-2018 Due 2019and beyond AllOther Long-term debt $2,273 $— $300 $265 $1,708 $— Interest payments on long-term debt 1,608 112 220 162 1,114 — Operating leases 61 12 20 15 14 — Fuel purchase agreements 609 129 116 108 256 — Electric supply procurement 1,256 783 473 — — — Curtailment services commitments 132 45 74 13 — — PJM regional transmission expansion commitments 400 42 178 180 — — Total contractual obligations $6,339 $1,123 $1,381 $743 $3,092 $— (a)Includes $258 million due after 2017 to the BGE financing trusts.(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2013 and do not reflect anticipated future refinancing,early redemptions or debt issuances.(c)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric supply, and curtailment services. SeeNote 22 of the Combined Notes to Consolidated Financial Statements for additional information.(d)Under its operating agreement with PJM, BGE is committed to the construction of transmission facilities to maintain system reliability. These amounts representBGE’s expected portion of the costs to pay for the completion of the required construction projects. See Note 3 of Combined Notes to Consolidated Financial Statements foradditional information. See Note 22 of the Combined Notes to Consolidated Financial Statements for discussion of the Registrants’ other commitmentspotentially triggered by future events. For additional information regarding: • commercial paper, see Note 13 of the Combined Notes to Consolidated Financial Statements. • long-term debt, see Note 13 of the Combined Notes to Consolidated Financial Statements. • liabilities related to uncertain tax positions, see Note 14 of the Combined Notes to Consolidated Financial Statements. • capital lease obligations, see Note 13 of the Combined Notes to Consolidated Financial Statements. • operating leases, energy commitments, fuel purchase agreements, construction commitments and rate relief commitments, seeNote 22 of the Combined Notes to Consolidated Financial Statements. • the nuclear decommissioning and SNF obligations, see Notes 15 and 22 of the Combined Notes to Consolidated FinancialStatements. • regulatory commitments, see Note 3 of the Combined Notes to Consolidated Financial Statements. • variable interest entities, see Note 1 of the Combined Notes to Consolidated Financial Statements. • nuclear insurance, see Note 22 of the Combined Notes to Consolidated Financial Statements. 160(a)(b)(c)(c)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. • new accounting pronouncements, see Note 1 of the Combined Notes to Consolidated Financial Statements. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Registrants are exposed to market risks associated with adverse changes in commodity prices, counterparty credit, interest ratesand equity prices. Exelon’s RMC approves risk management policies and objectives for risk assessment, control and valuation, counterpartycredit approval, and the monitoring and reporting of risk exposures. The RMC is chaired by the chief risk officer and includes the chiefexecutive officer, chief financial officer, corporate controller, general counsel, treasurer, vice president of strategy, vice president of auditservices and officers representing Exelon’s business units. The RMC reports to the risk oversight committee of the Exelon board of directorson the scope of the risk management activities. Commodity Price Risk (Exelon, Generation, ComEd, PECO and BGE) Commodity price risk is associated with price movements resulting from changes in supply and demand, fuel costs, market liquidity,weather conditions, governmental regulatory and environmental policies, and other factors. To the extent the amount of energy Exelongenerates differs from the amount of energy it has contracted to sell, Exelon has price risk from commodity price movements. Exelon seeksto mitigate its commodity price risk through the sale and purchase of electricity, fossil fuel, and other commodities. Generation Normal Operations and Hedging Activities. Electricity available from Generation’s owned or contracted generation supply in excessof Generation’s obligations to customers, including portions of ComEd’s, PECO’s and BGE’s retail load, is sold into the wholesale markets.To reduce price risk caused by market fluctuations, Generation enters into non-derivative contracts as well as derivative contracts, includingforwards, futures, swaps, and options, with approved counterparties to hedge anticipated exposures. Generation believes these instrumentsrepresent economic hedges that mitigate exposure to fluctuations in commodity prices. Generation expects the settlement of the majority ofits economic hedges will occur during 2014 through 2016. In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s ownedand contracted generation positions which have not been hedged. Generation hedges commodity risk on a ratable basis over the three yearsleading to the spot market. As of December 31, 2013, the percentage of expected generation hedged for the major reportable segments was92%-95%, 62%-65% and 30%-33% for 2014, 2015 and 2016, respectively. The percentage of expected generation hedged is the amount ofequivalent sales divided by the expected generation. Expected generation represents the amount of energy estimated to be generated orpurchased through owned or contracted capacity. Equivalent sales represent all hedging products, which include economic hedges andcertain non-derivative contracts including sales to ComEd, PECO and BGE to serve their retail load. A portion of Generation’s hedging strategy may be accomplished with fuel products based on assumed correlations between power andfuel prices, which routinely change in the market. Market price risk exposure is the risk of a change in the value of unhedged positions. Theforecasted market price risk exposure for Generation’s entire non-trading portfolio associated with a $5 reduction in the annual averagearound-the-clock energy price based on December 31, 2013, market conditions and hedged position would be a decrease in pre-tax netincome of approximately $30 million, $520 million and $820 million, respectively, for 2014, 2015 and 2016. Power price sensitivities arederived by 161Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.adjusting power price assumptions while keeping all other price inputs constant. Generation expects to actively manage its portfolio tomitigate market price risk exposure for its unhedged position. Actual results could differ depending on the specific timing of, and marketsaffected by, price changes, as well as future changes in Generation’s portfolio. Proprietary Trading Activities. Generation also enters into certain energy-related derivatives for proprietary trading purposes.Proprietary trading includes all contracts entered into with the intent of benefiting from shifts or changes in market prices as opposed to thoseentered into with the intent of hedging or managing risk. Proprietary trading activities are subject to limits established by Exelon’s RMC. Theproprietary trading portfolio is subject to a risk management policy that includes stringent risk management limits, including volume, stoploss and Value-at-Risk (VaR) limits to manage exposure to market risk. Additionally, the Exelon risk management group and Exelon’s RMCmonitor the financial risks of the proprietary trading activities. The proprietary trading activities, which included physical volumes of 8,762GWh, 12,958 GWh, and 5,742 GWh for the years ended December 31, 2013, 2012 and 2011 respectively, are a complement toGeneration’s energy marketing portfolio, but represent a small portion of Generation’s overall revenue from energy marketing activities.Trading portfolio activity for the year ended December 31, 2013, resulted in pre-tax losses of $8 million due to net mark-to-market losses of$39 million and realized gains of $31 million. Generation uses a 95% confidence interval, assuming standard normal distribution, one dayholding period, one-tailed statistical measure in calculating its VaR. The daily VaR on proprietary trading activity averaged $1.0 million ofexposure during the year. Generation has not segregated proprietary trading activity within the following discussion because of the relativesize of the proprietary trading portfolio in comparison to Generation’s total gross margin from continuing operations for the year endedDecember 31, 2013 of $7,433 million. Fuel Procurement. Generation procures coal and natural gas through long-term and short-term contracts, and spot-market purchases.Nuclear fuel assemblies are obtained primarily through long-term contracts for uranium concentrates, and long-term contracts for conversionservices, enrichment services and fuel fabrication services. The supply markets for coal, natural gas, uranium concentrates and certainnuclear fuel services are subject to price fluctuations and availability restrictions. Supply market conditions may make Generation’sprocurement contracts subject to credit risk related to the potential non-performance of counterparties to deliver the contracted commodity orservice at the contracted prices. Approximately 60% of Generation’s uranium concentrate requirements from 2014 through 2018 are suppliedby three producers. In the event of non-performance by these or other suppliers, Generation believes that replacement uranium concentratescan be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Non-performance by these counterparties could have a material impact on Exelon’s and Generation’s results of operations, cash flows andfinancial positions. See Note 22 of the Combined Notes to Consolidated Financial Statements for additional information regarding uraniumand coal supply agreement matters. ComEd The financial swap contract between Generation and ComEd was deemed prudent by the Illinois Settlement Legislation, therebyensuring that ComEd would be entitled to receive full cost recovery in rates. The change in fair value each period was recorded by ComEdwith an offset to a regulatory asset or liability. This financial swap contract between Generation and ComEd expired on May 31, 2013. Allrealized impacts have been included in Generation’s and ComEd’s results of operations. ComEd entered into 20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover itsrenewable energy and REC costs from retail customers with no mark-up. The annual commitments represent the maximum settlementswith suppliers for renewable energy and RECs under the existing contract terms. Pursuant to the ICC’s Order on December 19, 162Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2012, ComEd’s commitments under the existing long-term contracts were reduced for the June 2013 through May 2014 procurementperiod. The ICC’s December 18, 2013 order approved the reduction of ComEd’s commitments under the long-term contracts for the June2014 through May 2015 procurement period, however the amount of the reduction will not be finalized and approved by the ICC until March2014. See Notes 3 and 12 of the Combined Notes to Consolidated Financial Statements for additional information regarding energyprocurement and derivatives. PECO PECO has contracts to procure electric supply that were executed through the competitive procurement process outlined in its PAPUC-approved DSP Programs, which are further discussed in Note 3 of the Combined Notes to the Consolidated Financial Statements. PECO’sfull requirements contracts and block contracts, which are considered derivatives, qualify for the normal purchases and normal sales scopeexception under current derivative authoritative guidance and as a result, are accounted for on an accrual basis of accounting. Under the DSPPrograms, PECO is permitted to recover its electric supply procurement costs from retail customers with no mark-up. PECO has also entered into derivative natural gas contracts, which either qualify for the normal purchases and normal sales exceptionor have no mark-to-market balances because the derivatives are index priced, to hedge its long-term price risk in the natural gas market.PECO’s hedging program for natural gas procurement has no direct impact on its financial position or results of operations as natural gascosts are fully recovered from customers under the PGC. PECO does not enter into derivatives for speculative or proprietary trading purposes. For additional information on these contracts, seeNote 12 of the Combined Notes to Consolidated Financial Statements. BGE BGE procures electric supply for default service customers through full requirements contracts pursuant to BGE’s MDPSC-approvedSOS program. BGE’s full requirements contracts that are considered derivatives qualify for the normal purchases and normal sales scopeexception under current derivative authoritative guidance and as a result, are accounted for on an accrual basis of accounting. Under the SOSprogram, BGE is permitted to recover its electricity procurement costs from retail customers, plus an administrative fee which includes ashareholder return component and an incremental cost component. However, through December 2016, BGE provides all residential electriccustomers a credit for the residential shareholder return component of the administrative charge. BGE has also entered into derivative natural gas contracts, which qualify for the normal purchases and normal sales scope exception,to hedge its price risk in the natural gas market. The hedging program for natural gas procurement has no direct impact on BGE’s financialposition. However, under BGE’s market-based rates incentive mechanism, BGE’s actual cost of gas is compared to a market index (ameasure of the market price of gas in a given period). The difference between BGE’s actual cost and the market index is shared equallybetween shareholders and customers. BGE does not enter into derivatives for speculative or proprietary trading purposes. For additional information on these contracts, seeNote 12 of the Combined Notes to Consolidated Financial Statements. Trading and Non-Trading Marketing Activities The following detailed presentation of Exelon’s, Generation’s, ComEd’s and PECO’s trading and non-trading marketing activities isincluded to address the recommended disclosures by the energy industry’s Committee of Chief Risk Officers (CCRO). 163Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The following table provides detail on changes in Exelon’s, Generation’s, and ComEd’s mark-to-market net asset or liability balancesheet position from January 1, 2012, to December 31, 2013. It indicates the drivers behind changes in the balance sheet amounts. This tableincorporates the mark-to-market activities that are immediately recorded in earnings, as well as the settlements from OCI to earnings andchanges in fair value for the cash flow hedging activities that are recorded in accumulated OCI on the Consolidated Balance Sheets. Thistable excludes all normal purchase and normal sales contracts and does not segregate proprietary trading activity. See Note 12 of theCombined Notes to the Consolidated Financial Statements for more information on the balance sheet classification of the mark-to-marketenergy contract net assets (liabilities) recorded as of December 31, 2013, and December 31, 2012. Generation ComEd IntercompanyEliminations Exelon Total mark-to-market energy contract net assets (liabilities) at January 1,2012 $1,648 $(800) $— $848 Contracts acquired at merger date 140 — — 140 Total change in fair value during 2012 of contracts recorded in result ofoperations (159) — 7 (152) Reclassification to realized at settlement of contracts recorded in results ofoperations 775 — — 775 Ineffective portion recognized in income (5) — — (5) Reclassification to realized at settlement from accumulated OCI (1,368) — 621 (747) Effective portion of changes in fair value—recorded in OCI 719 — (146) 573 Changes in fair value—energy derivatives — 507 (482) 25 Changes in allocated collateral (89) — — (89) Changes in net option premium paid/(received) 114 — — 114 Option premium amortization (160) — — (160) Intercompany elimination of existing derivative contracts withConstellation (103) — — (103) Other balance sheet reclassifications (7) — — (7) Total mark-to-market energy contract net assets (liabilities) at December31, 2012 $1,505 $(293) $— $1,212 Total change in fair value during 2013 of contracts recorded in result ofoperations 444 — (6) 438 Reclassification to realized at settlement of contracts recorded in results ofoperations 21 — 13 34 Reclassification to realized at settlement from accumulated OCI (683) — 219 (464) Changes in fair value—energy derivatives — 100 (226) (126) Changes in allocated collateral (175) — — (175) Changes in net option premium paid/(received) 36 — — 36 Option premium amortization (104) — — (104) Other balance sheet reclassifications 4 — — 4 Total mark-to-market energy contract net assets (liabilities) at December31, 2013 (a) $1,048 $(193) $— $855 (a)Amounts are shown net of collateral paid to and received from counterparties.(b)Amounts related to the five-year financial swap between Generation and ComEd.(c)For Generation, includes $660 million of collateral paid to counterparties, offset by $520 million of unrealized losses on commodity derivative positions. 164(b)(a)(c)(d)(e)(f)(g)(h)(a)(e)(g)(h)(i)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(d)For Generation, reflects $5 million of changes in cash flow hedge ineffectiveness.(e)For Generation, includes $219 million and $621 million of losses from reclassifications from accumulated OCI to recognize gains in net income related to settlementsof the five-year financial swap contract with ComEd for the years ended December 31, 2013 and 2012, respectively.(f)For Generation, includes $146 million of gains related to the changes in fair value of the five-year financial swap with ComEd for the year ended 2012. Effective priorto the merger with Constellation, the five-year financial swap between Generation and ComEd was de-designated as a cash flow hedge. As a result, all changes infair value for the year ended December 31, 2013 were recorded to operating revenues and eliminated in consolidation.(g)For ComEd, the changes in fair value are recorded as a change in regulatory assets or liabilities. As of December 31, 2013 and 2012, ComEd recorded a regulatoryliability of $193 million and $293 million, respectively, related to its mark-to-market derivative liabilities with Generation and unaffiliated suppliers. As ofDecember 31, 2013 and 2012, this includes $11 million of decreases and $98 million of increases in fair value, respectively, and $215 million and $566 million,respectively, for reclassifications from regulatory assets to recognize cost in purchase power expense due to settlements of ComEd’s five-year financial swap withGeneration. As of December 31, 2013 and 2012 ComEd also recorded $126 million and $34 million, respectively, of increases in fair value, and $7 million and $5million, respectively, of realized losses due to settlements associated with floating-to-fixed energy swap contracts with unaffiliated suppliers.(h)Includes $104 million and $160 million of amounts reclassified to realized at settlement of contracts recorded to results of operations related to option premiums due tothe settlement of the underlying transactions for the years ended December 31, 2013 and 2012, respectively.(i)Includes the ending balance related to interest rate derivative contracts and foreign exchange currency swaps to manage the exposure related to the interest ratecomponent of commodity positions and international purchases of commodities in currencies other than U.S. Dollars. Fair Values The following tables present maturity and source of fair value for Exelon, Generation and ComEd mark-to-market commodity contractnet assets (liabilities). The tables provide two fundamental pieces of information. First, the tables provide the source of fair value used indetermining the carrying amount of the Registrants’ total mark-to-market net assets (liabilities), net of allocated collateral. Second, the tablesshow the maturity, by year, of the Registrants’ commodity contract net assets (liabilities) net of allocated collateral, giving an indication ofwhen these mark-to-market amounts will settle and either generate or require cash. See Note 11—Fair Value of Financial Assets andLiabilities of the Combined Notes to Consolidated Financial Statements for additional information regarding fair value measurements andthe fair value hierarchy. Exelon Maturities Within Total FairValue 2014 2015 2016 2017 2018 2019 andBeyond Normal Operations, Commodity derivative contracts : Actively quoted prices (Level 1) $(30) $(26) $17 $(4) $(2) $— $(45) Prices provided by external sources (Level 2) 444 143 39 — — 1 627 Prices based on model or other valuation methods (Level 3) 155 151 71 25 (22) (108) 272 Total $569 $268 $127 $21 $(24) $(107) $854 (a)Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in results of operations.(b)Amounts are shown net of collateral paid to and received from counterparties (and offset against mark-to-market assets and liabilities) of $144 million at December 31,2013.(c)Includes ComEd’s net assets (liabilities) associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers. 165(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Generation Maturities Within Total FairValue 2014 2015 2016 2017 2018 2019 andBeyond Normal Operations, Commodity derivative contracts : Actively quoted prices (Level 1) $(30) $(26) $17 $(4) $(2) $— $(45) Prices provided by external sources (Level 2) 444 143 39 — — 1 627 Prices based on model or other valuation methods(Level 3) 172 170 89 43 (4) (5) 465 Total $586 $287 $145 $39 $(6) $(4) $1,047 (a)Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in the results of operations.(b)Amounts are shown net of collateral paid to and received from counterparties (and offset against mark-to-market assets and liabilities) of $144 million at December 31,2013. ComEd Maturities Within FairValue 2014 2015 2016 2017 2018 2019 andBeyond Prices based on model or other valuation methods (Level 3) $(17) $(19) $(18) $(18) $(18) $(103) $(193) (a)Represents ComEd’s net liabilities associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers. Credit Risk, Collateral, and Contingent Related Features (Exelon, Generation, ComEd, PECO and BGE) The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties that enter into derivativeinstruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date.See Note 12 of the Combined Notes to Consolidated Financial Statements for a detail discussion of credit risk, collateral, and contingentrelated features. 166(a)(b)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Generation The following tables provide information on Generation’s credit exposure for all derivative instruments, normal purchase normal salesagreements, and applicable payables and receivables, net of collateral and instruments that are subject to master netting agreements, as ofDecember 31, 2013. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on theconcentration of credit risk to individual counterparties and an indication of the duration of a company’s credit risk by credit rating of thecounterparties. The figures in the tables below do not include credit risk exposure from uranium procurement contracts or exposure throughRTOs, ISOs, NYMEX, ICE, and Nodal commodity exchanges, which are discussed below. Additionally, the figures in the tables below donot include exposures with affiliates, including net receivables with ComEd, PECO and BGE of $38 million, $38 million and $27 million,respectively. See Note 25 of the Combined Notes to Consolidated Financial Statements for further information. Rating as of December 31, 2013 TotalExposureBefore CreditCollateral CreditCollateral NetExposure Number ofCounterpartiesGreater than 10%of Net Exposure Net Exposure ofCounterpartiesGreater than 10%of Net Exposure Investment grade $1,621 $172 $1,449 1 $491 Non-investment grade 27 9 18 — — No external ratings Internally rated—investment grade 416 1 415 1 226 Internally rated—non-investment grade 30 2 28 — — Total $2,094 $184 $1,910 2 $717 Maturity of Credit Risk Exposure Rating as of December 31, 2013 Less than2 Years 2-5Years ExposureGreater than5 Years Total ExposureBefore CreditCollateral Investment grade $1,146 $340 $135 $1,621 Non-investment grade 23 4 — 27 No external ratings Internally rated—investment grade 272 138 6 416 Internally rated—non-investment grade 30 — — 30 Total $1,471 $482 $141 $2,094 Net Credit Exposure by Type of Counterparty As ofDecember 31,2013 Financial Institutions $256 Investor-owned utilities, marketers and power producers 684 Energy cooperatives and municipalities 907 Other 63 Total $1,910 (a)As of December 31, 2013, credit collateral held from counterparties where Generation had credit exposure included $155 million of cash and $29 million of letters ofcredit. 167(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ComEd Credit risk for ComEd is managed by credit and collection policies, which are consistent with state regulatory requirements. ComEd iscurrently obligated to provide service to all electric customers within its franchised territory. ComEd records a provision for uncollectibleaccounts, based upon historical experience, to provide for the potential loss from nonpayment by these customers. See Note 1 of theCombined Notes to Consolidated Financial Statements for the allowance for uncollectible accounts policy. ComEd is permitted to recover itscosts of procuring energy through the Illinois Settlement Legislation as well as the ICC-approved procurement tariffs. ComEd will monitornonpayment from customers and will make any necessary adjustments to the provision for uncollectible accounts. The Illinois SettlementLegislation prohibits utilities, including ComEd, from terminating electric service to a residential electric space heat customer due tononpayment between December 1 of any year through March 1 of the following year. ComEd’s ability to disconnect non space-heatingresidential customers is also impacted by certain weather restrictions, at any time of year, under the Illinois Public Utilities Act. ComEd willmonitor the impact of its disconnection practices and will make any necessary adjustments to the provision for uncollectible accounts.ComEd did not have any customers representing over 10% of its revenues as of December 31, 2013. See Note 3 of the Combined Notes toConsolidated Financial Statements for additional information regarding ComEd’s recently approved tariffs to adjust rates annually through arider mechanism to reflect increases or decreases in annual uncollectible accounts expense. ComEd’s power procurement contracts provide suppliers with a certain amount of unsecured credit. The credit position is based onforward market prices compared to the benchmark prices. The benchmark prices are the forward prices of energy projected through thecontract term and are set at the point of supplier bid submittals. If the forward market price of energy exceeds the benchmark price, thesuppliers are required to post collateral for the secured credit portion after adjusting for any unpaid deliveries and unsecured credit allowedunder the contract. The unsecured credit used by the suppliers represents ComEd’s net credit exposure. ComEd’s counterparty credit risk ismitigated by its ability to recover realized energy costs through customer rates. As of December 31, 2013, ComEd’s credit exposure to energysuppliers was immaterial. PECO Credit risk for PECO is managed by credit and collection policies, which are consistent with state regulatory requirements. PECO iscurrently obligated to provide service to all retail electric customers within its franchised territory. PECO records a provision for uncollectibleaccounts to provide for the potential loss from nonpayment by these customers. See Note 1 of the Combined Notes to Consolidated FinancialStatements for the allowance for uncollectible accounts policy. In accordance with PAPUC regulations, after November 30 and before April 1,an electric distribution utility or natural gas distribution utility shall not terminate service to customers with household incomes at or below250% of the Federal poverty level. PECO’s provision for uncollectible accounts will continue to be affected by changes in prices as well aschanges in PAPUC regulations. PECO did not have any customers representing over 10% of its revenues as of December 31, 2013. PECO’s supplier master agreements that govern the terms of its DSP Program contracts, which define a supplier’s performanceassurance requirements, allow a supplier to meet its credit requirements with a certain amount of unsecured credit. The amount ofunsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangiblenet worth. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction is executed,compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initial market price,the supplier is required to post collateral to the extent the credit exposure is greater than the supplier’s unsecured credit limit. As ofDecember 31, 2013, PECO had no net credit exposure with suppliers. 168Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO does not obtain cash collateral from suppliers under its natural gas supply and asset management agreements. As ofDecember 31, 2013, PECO had credit exposure of $9 million under its natural gas supply and asset management agreements withinvestment grade suppliers. BGE Credit risk for BGE is managed by credit and collection policies, which are consistent with state regulatory requirements. BGE iscurrently obligated to provide service to all electric customers within its franchised territory. BGE records a provision for uncollectible accountsto provide for the potential loss from nonpayment by these customers. BGE will monitor nonpayment from customers and will make anynecessary adjustments to the provision for uncollectible accounts. See Note 1 of the Combined Notes to Consolidated Financial Statementsfor uncollectible accounts policy. MDPSC regulations prohibit BGE from terminating service to residential customers due to nonpaymentfrom November 1 through March 31 if the forecasted temperature is 32 degrees or below for the subsequent 72 hour period. BGE is alsoprohibited by the Maryland Public Utilities Article and MDPSC regulations from terminating service to residential customers due tononpayment if the forecasted temperature is 95 degrees or above for the subsequent 72 hour period. BGE did not have any customersrepresenting over 10% of its revenues as of December 31, 2013. BGE’s full requirement wholesale electric power agreements that govern the terms of its electric supply procurement contracts, whichdefine a supplier’s performance assurance requirements, allow a supplier, or its guarantor, to meet its credit requirements with a certainamount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major creditrating agencies and the supplier’s tangible net worth, subject to an unsecured credit cap. The credit position is based on the initial marketprice, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To theextent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the creditexposure is greater than the supplier’s unsecured credit limit. The seller’s credit exposure is calculated each business day. As ofDecember 31, 2013, BGE had no net credit exposure with suppliers. BGE’s regulated gas business is exposed to market-price risk. This market-price risk is mitigated by BGE’s recovery of its costs toprocure natural gas through a gas cost adjustment clause approved by the MDPSC. BGE does make off-system sales after BGE hassatisfied its customers’ demands, which are not covered by the gas cost adjustment clause. At December 31, 2013, BGE had credit exposureof $14 million related to off-system sales which is mitigated by parental guarantees, letters of credit, or right to offset clauses within othercontracts with those third-party suppliers. Collateral (Exelon, Generation, ComEd, PECO and BGE) Generation As part of the normal course of business, Generation routinely enters into physical or financial contracts for the sale and purchase ofelectricity, fossil fuel and other commodities. These contracts either contain express provisions or otherwise permit Generation and itscounterparties to demand adequate assurance of future performance when there are reasonable grounds for doing so. In accordance with thecontracts and applicable law, if Generation is downgraded by a credit rating agency, especially if such downgrade is to a level belowinvestment grade, it is possible that a counterparty would attempt to rely on such a downgrade as a basis for making a demand for adequateassurance of future performance. Depending on Generation’s net position with a counterparty, the demand could be for the posting ofcollateral. In the absence of expressly agreed-to provisions that specify the collateral that must be provided, collateral requested will be afunction of the facts and circumstances of the situation at the time of the demand. In this case, Generation believes an amount 169Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of several months of future payments (i.e. capacity payments) rather than a calculation of fair value is the best estimate for the contingentcollateral obligation, which has been factored into the disclosure below. See Note 12 of the Combined Notes to Consolidated FinancialStatements for information regarding collateral requirements. Generation sells output through bilateral contracts. The bilateral contracts are subject to credit risk, which relates to the ability ofcounterparties to meet their contractual payment obligations. Any failure to collect these payments from counterparties could have a materialimpact on Exelon’s and Generation’s results of operations, cash flows and financial position. As market prices rise above contracted pricelevels, Generation is required to post collateral with purchasers; as market prices fall below contracted price levels, counterparties arerequired to post collateral with Generation. In order to post collateral, Generation depends on access to bank credit facilities which serve asliquidity sources to fund collateral requirements. See Note 13 of the Combined Notes to Consolidated Financial Statements for additionalinformation. As of December 31, 2013, Generation had cash collateral of $72 million posted and cash collateral held of $206 million forcounterparties with derivative positions, of which $144 million in net cash collateral deposits were offset against mark-to-market assets andliabilities. As of December 31, 2013, $10 million of cash collateral posted was not offset against net derivative positions because it was notassociated with energy-related derivatives. As of December 31, 2012, Generation had cash collateral held of $499 million and cash collateralposted of $527 million for counterparties with derivative positions, of which $31 million in net cash collateral deposits were offset againstmark-to-market assets and liabilities. As of December 31, 2012, $3 million of cash collateral received was not offset against net mark-to-market assets and liabilities because it was not associated with energy-related derivatives. See Note 22 of the Combined Notes toConsolidated Financial Statements for information regarding the letters of credit supporting the cash collateral. ComEd As of December 31, 2013, ComEd held immaterial amounts of cash and letters of credit for the purpose of collateral from suppliers inassociation with energy procurement contracts and held approximately $19 million in the form of cash for both annual and long-termrenewable energy contracts. See Notes 3 and 12 of the Combined Notes to Consolidated Financial Statements for further information. PECO As of December 31, 2013, PECO was not required to post collateral under its energy and natural gas procurement contracts. See Note12 of the Combined Notes to Consolidated Financial Statements for further information. BGE BGE is not required to post collateral under its electric supply contracts. As of December 31, 2013, BGE was not required to postcollateral under its natural gas procurement contracts, nor was it holding collateral under its electric supply and natural gas procurementcontracts. See Note 12 of the Combined Notes to Consolidated Financial Statements for further information. RTOs and ISOs (Exelon, Generation, ComEd, PECO and BGE) Generation, ComEd, PECO and BGE participate in all, or some, of the established, real-time energy markets that are administered byPJM, ISO-NE, ISO-NY, CAISO, MISO, SPP, AESO, OIESO and ERCOT. In these areas, power is traded through bilateral agreementsbetween buyers and sellers 170Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.and on the spot markets that are operated by the RTOs or ISOs, as applicable. In areas where there is no spot market, electricity ispurchased and sold solely through bilateral agreements. For sales into the spot markets administered by an RTO or ISO, the RTO or ISOmaintains financial assurance policies that are established and enforced by those administrators. The credit policies of the RTOs and ISOsmay, under certain circumstances, require that losses arising from the default of one member on spot market transactions be shared by theremaining participants. Non-performance or non-payment by a major counterparty could result in a material adverse impact on theRegistrants’ results of operations, cash flows and financial positions. Exchange Traded Transactions (Exelon and Generation) Generation enters into commodity transactions on NYMEX, ICE and the Nodal exchange. The NYMEX, ICE and Nodal exchangeclearinghouses act as the counterparty to each trade. Transactions on the NYMEX, ICE and Nodal exchange must adhere to comprehensivecollateral and margining requirements. As a result, transactions on NYMEX, ICE and Nodal exchange are significantly collateralized andhave limited counterparty credit risk. Long-Term Leases (Exelon) Exelon’s consolidated balance sheet, as of December 31, 2013, included a $698 million net investment in coal-fired plants in Georgiaand Texas subject to long-term leases. This investment represents the estimated residual value of leased assets at the end of the respectivelease terms of $1,465 million, less unearned income of $767 million. The lease agreements provide the lessees with fixed purchase optionsat the end of the lease terms. If the lessees do not exercise the fixed purchase options, Exelon has the ability to require the lessees to returnthe leasehold interests or to arrange for a third-party to bid on a service contract for a period following the lease term. If Exelon chooses theservice contract option, the leasehold interests will be returned to Exelon at the end of the term of the service contract. In any event, Exelonwill be subject to residual value risk if the lessees do not exercise the fixed purchase options. This risk is partially mitigated by the fair valueof the scheduled payments under the service contract. However, such payments are not guaranteed. Further, the term of the service contractis less than the expected remaining useful life of the plants and, therefore, Exelon’s exposure to residual value risk will not be mitigated bypayments under the service contract in this remaining period. Lessee performance under the lease agreements is supported by collateral andcredit enhancement measures. Management regularly evaluates the creditworthiness of Exelon’s counterparties to these long-term leases.Exelon monitors the continuing credit quality of the credit enhancement party. Pursuant to the applicable accounting guidance, Exelon is required to review the estimated residual values of its direct financing leaseinvestments at least annually and, if the review indicates a fair value below the carrying value and the decline is determined to be other thantemporary, must record an impairment charge in the period the estimate changed. Based on the review performed in the second quarter of2013, the estimated residual value of one of Exelon’s direct financing leases experienced an other than temporary decline resulting in a $14million pre-tax impairment charge in the second quarter of 2013. See Note 8 of the Combined Notes to Consolidated Financial Statementsfor further information. Through December 31, 2013, no events have occurred that would require Exelon to review the estimated residualvalues of its direct financing lease investments subsequent to the review performed in the second quarter of 2013. Interest-Rate Risk (Exelon, Generation, ComEd, PECO and BGE) The Registrants use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. The Registrants may alsoutilize fixed-to-floating interest rate swaps, which are typically designated as fair value hedges, as a means to manage their interest rateexposure. In addition, the 171Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Registrants may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which are typically designated ascash flow hedges. These strategies are employed to manage interest rate risks. At December 31, 2013, Exelon had $1,425 million ofnotional amounts of fixed-to-floating hedges outstanding and $190 million of notional amounts of floating-to-fixed hedges outstanding.Assuming the fair value and cash flow interest rate hedges are 100% effective, a hypothetical 50 bps increase in the interest rates associatedwith unhedged variable-rate debt (excluding Commercial Paper) and fixed-to-floating swaps would result in an approximate $5 milliondecrease in Exelon Consolidated pre-tax income for the year ended December 31, 2013. Equity Price Risk (Exelon and Generation) Exelon and Generation maintain trust funds, as required by the NRC, to fund certain costs of decommissioning Generation’s nuclearplants. As of December 31, 2013, Generation’s decommissioning trust funds are reflected at fair value on its Consolidated Balance Sheets.The mix of securities in the trust funds is designed to provide returns to be used to fund decommissioning and to compensate Generation forinflationary increases in decommissioning costs; however, the equity securities in the trust funds are exposed to price fluctuations in equitymarkets, and the value of fixed-rate, fixed-income securities are exposed to changes in interest rates. Generation actively monitors theinvestment performance of the trust funds and periodically reviews asset allocation in accordance with Generation’s NDT fund investmentpolicy. A hypothetical 10% increase in interest rates and decrease in equity prices would result in a $482 million reduction in the fair value ofthe trust assets. This calculation holds all other variables constant and assumes only the discussed changes in interest rates and equityprices. See ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSfor further discussion of equity price risk as a result of the current capital and credit market conditions. 172Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Generation General Generation operates in six segments: Mid-Atlantic, Midwest, New England, New York, ERCOT, and Other Regions in Generation.The operation of all six segments consists of owned contracted and investments in electric generating facilities, and wholesale and retailcustomer supply of electric and natural gas products and services, including renewable energy products, risk management services andinvestments in natural gas exploration and production activities. These segments are discussed in further detail in “ITEM 1. BUSINESS—Generation” of this Form 10-K. Executive Overview A discussion of items pertinent to Generation’s executive overview is set forth under “ITEM 7. MANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Exelon—Executive Overview” of this Form 10-K. Results of Operations Year Ended December 31, 2013 Compared To Year Ended December 31, 2012 and Year Ended December 31, 2012 Comparedto Year Ended December 31, 2011 A discussion of Generation’s results of operations for 2013 compared to 2012 and 2012 compared to 2011 is set forth under “Results ofOperations—Generation” in “EXELON CORPORATION—Results of Operations” of this Form 10-K. Liquidity and Capital Resources Generation’s business is capital intensive and requires considerable capital resources. Generation’s capital resources are primarilyprovided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper, participation in the intercompany money pool or capital contributions from Exelon. Generation’s access toexternal financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industryin general. If these conditions deteriorate to where Generation no longer has access to the capital markets at reasonable terms, Generationhas access to credit facilities in the aggregate of $5.6 billion that Generation currently utilizes to support its commercial paper program and toissue letters of credit. See the “EXELON CORPORATION—Liquidity and Capital Resources” and Note 13 of the Combined Notes to Consolidated FinancialStatements of this Form 10-K for further discussion. Capital resources are used primarily to fund Generation’s capital requirements, including construction, retirement of debt, the paymentof distributions to Exelon, contributions to Exelon’s pension plans and investments in new and existing ventures. Future acquisitions couldrequire external financing or borrowings or capital contributions from Exelon. Cash Flows from Operating Activities A discussion of items pertinent to Generation’s cash flows from operating activities is set forth under “Cash Flows from OperatingActivities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. 173Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Cash Flows from Investing Activities A discussion of items pertinent to Generation’s cash flows from investing activities is set forth under “Cash Flows from InvestingActivities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. Cash Flows from Financing Activities A discussion of items pertinent to Generation’s cash flows from financing activities is set forth under “Cash Flows from FinancingActivities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. Credit Matters A discussion of credit matters pertinent to Generation is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity andCapital Resources” of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of Generation’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under“Contractual Obligations and Off-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of thisForm 10-K. Critical Accounting Policies and Estimates See Exelon, Generation, ComEd and PECO—Critical Accounting Policies and Estimates above for a discussion of Generation’scritical accounting policies and estimates. New Accounting Pronouncements See Note 1 of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Generation Generation is exposed to market risks associated with commodity price, credit, interest rates and equity price. These risks are describedabove under “Quantitative and Qualitative Disclosures about Market Risk—Exelon.” 174Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ComEd General ComEd operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and theprovision of distribution and transmission services to retail customers in northern Illinois, including the City of Chicago. This segment isdiscussed in further detail in “ITEM 1. BUSINESS—ComEd” of this Form 10-K. Executive Overview A discussion of items pertinent to ComEd’s executive overview is set forth under “EXELON CORPORATION—Executive Overview”of this Form 10-K. Results of Operations Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 and Year Ended December 31, 2012 Comparedto Year Ended December 31, 2011 A discussion of ComEd’s results of operations for 2013 compared to 2012 and for 2012 compared to 2011 is set forth under “Results ofOperations—ComEd” in “EXELON CORPORATION—Results of Operations” of this Form 10-K. Liquidity and Capital Resources ComEd’s business is capital intensive and requires considerable capital resources. ComEd’s capital resources are primarily providedby internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt,commercial paper or credit facility borrowings. ComEd’s access to external financing at reasonable terms is dependent on its credit ratingsand general business conditions, as well as that of the utility industry in general. At December 31, 2013, ComEd had access to a revolvingcredit facility with aggregate bank commitments of $1 billion. See the “Credit Matters” section of “Liquidity and Capital Resources” foradditional discussion. See the “EXELON CORPORATION—Liquidity and Capital Resources” and Note 13 of the Combined Notes to Consolidated FinancialStatements of this Form 10-K for further discussion. Capital resources are used primarily to fund ComEd’s capital requirements, including construction, retirement of debt, andcontributions to Exelon’s pension plans. Additionally, ComEd operates in rate-regulated environments in which the amount of newinvestment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to ComEd’s cash flows from operating activities is set forth under “Cash Flows from OperatingActivities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to ComEd’s cash flows from investing activities is set forth under “Cash Flows from InvestingActivities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. 175Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Cash Flows from Financing Activities A discussion of items pertinent to ComEd’s cash flows from financing activities is set forth under “Cash Flows from FinancingActivities” in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. Credit Matters A discussion of credit matters pertinent to ComEd is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity andCapital Resources” of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of ComEd’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under“Contractual Obligations and Off-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of thisForm 10-K. Critical Accounting Policies and Estimates See Exelon, Generation, ComEd and PECO—Critical Accounting Policies and Estimates above for a discussion of ComEd’s criticalaccounting policies and estimates. New Accounting Pronouncements See Note 1 of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ComEd ComEd is exposed to market risks associated with commodity price, credit and interest rates. These risks are described above under“Quantitative and Qualitative Disclosures about Market Risk— Exelon.” 176Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PECO General PECO operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and theprovision of distribution and transmission services in southeastern Pennsylvania including the City of Philadelphia, and the purchase andregulated retail sale of natural gas and the provision of distribution service in Pennsylvania in the counties surrounding the City ofPhiladelphia. This segment is discussed in further detail in “ITEM 1. BUSINESS—PECO” of this Form 10-K. Executive Overview A discussion of items pertinent to PECO’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” ofthis Form 10-K. Results of Operations Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 and Year Ended December 31, 2012 Comparedto Year Ended December 31, 2011 A discussion of PECO’s results of operations for 2013 compared to 2012 and for 2012 compared to 2011 is set forth under “Results ofOperations—PECO” in “EXELON CORPORATION—Results of Operations” of this Form 10-K. Liquidity and Capital Resources PECO’s business is capital intensive and requires considerable capital resources. PECO’s capital resources are primarily provided byinternally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt,commercial paper or participation in the intercompany money pool. PECO’s access to external financing at reasonable terms is dependent onits credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to wherePECO no longer has access to the capital markets at reasonable terms, PECO has access to a revolving credit facility. At December 31,2013, PECO had access to a revolving credit facility with aggregate bank commitments of $600 million. See the “Credit Matters” section of“Liquidity and Capital Resources” for additional discussion. Capital resources are used primarily to fund PECO’s capital requirements, including construction, retirement of debt, the payment ofdividends and contributions to Exelon’s pension plans. Additionally, PECO operates in a rate-regulated environment in which the amount ofnew investment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to PECO’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities”in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to PECO’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities”in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. 177Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Cash Flows from Financing Activities A discussion of items pertinent to PECO’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities”in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. Credit Matters A discussion of credit matters pertinent to PECO is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity andCapital Resources” of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of PECO’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under“Contractual Obligations and Off-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of thisForm 10-K. Critical Accounting Policies and Estimates See Exelon, Generation, ComEd and PECO—Critical Accounting Policies and Estimates above for a discussion of PECO’s criticalaccounting policies and estimates. New Accounting Pronouncements See Note 1 of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK PECO PECO is exposed to market risks associated with credit and interest rates. These risks are described above under “Quantitative andQualitative Disclosures about Market Risk—Exelon.” 178Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BGE General BGE operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and theprovision of distribution and transmission services in central Maryland, including the City of Baltimore, and the purchase and regulated retailsale of natural gas and the provision of distribution service in central Maryland, including the City of Baltimore. This segment is discussed infurther detail in “ITEM 1. BUSINESS—BGE” of this Form 10-K. Executive Overview A discussion of items pertinent to BGE’s executive overview is set forth under “EXELON CORPORATION—Executive Overview” ofthis Form 10-K. Results of Operations Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 and Year Ended December 31, 2012 Comparedto Year Ended December 31, 2011 A discussion of BGE’s results of operations for 2013 compared to 2012 and for 2012 compared to 2011 is set forth under “Results ofOperations—BGE” in “EXELON CORPORATION—Results of Operations” of this Form 10-K. Liquidity and Capital Resources BGE’s business is capital intensive and requires considerable capital resources. BGE’s capital resources are primarily provided byinternally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt orcommercial paper. BGE’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions,as well as that of the utility industry in general. If these conditions deteriorate to where BGE no longer has access to the capital markets atreasonable terms, BGE has access to a revolving credit facility. At December 31, 2013, BGE had access to a revolving credit facility withaggregate bank commitments of $600 million. See the “Credit Matters” section of “Liquidity and Capital Resources” for additional discussion. Capital resources are used primarily to fund BGE’s capital requirements, including construction, retirement of debt, the payment ofdividends and contributions to Exelon’s pension plans. Additionally, BGE operates in a rate-regulated environment in which the amount ofnew investment recovery may be limited and where such recovery takes place over an extended period of time. Cash Flows from Operating Activities A discussion of items pertinent to BGE’s cash flows from operating activities is set forth under “Cash Flows from Operating Activities”in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. Cash Flows from Investing Activities A discussion of items pertinent to BGE’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in“EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. 179Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Cash Flows from Financing Activities A discussion of items pertinent to BGE’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities”in “EXELON CORPORATION—Liquidity and Capital Resources” of this Form 10-K. Credit Matters A discussion of credit matters pertinent to BGE is set forth under “Credit Matters” in “EXELON CORPORATION—Liquidity andCapital Resources” of this Form 10-K. Contractual Obligations and Off-Balance Sheet Arrangements A discussion of BGE’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under“Contractual Obligations and Off-Balance Sheet Arrangements” in “EXELON CORPORATION—Liquidity and Capital Resources” of thisForm 10-K. Critical Accounting Policies and Estimates See Exelon, Generation, ComEd, PECO and BGE—Critical Accounting Policies and Estimates above for a discussion of BGE’scritical accounting policies and estimates. New Accounting Pronouncements See Note 1 of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK BGE BGE is exposed to market risks associated with credit and interest rates. These risks are described above under “Quantitative andQualitative Disclosures about Market Risk—Exelon.” 180Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Management’s Report on Internal Control Over Financial Reporting The management of Exelon Corporation (Exelon) is responsible for establishing and maintaining adequate internal control overfinancial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. Exelon’s management conducted an assessment of the effectiveness of Exelon’s internal control over financial reporting as ofDecember 31, 2013. In making this assessment, management used the criteria in Internal Control—Integrated Framework (1992) issuedby the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Exelon’s management concludedthat, as of December 31, 2013, Exelon’s internal control over financial reporting was effective. The effectiveness of the Exelon’s internal control over financial reporting as of December 31, 2013, has been audited byPricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 13, 2014 181Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Management’s Report on Internal Control Over Financial Reporting The management of Exelon Generation Company, LLC (Generation) is responsible for establishing and maintaining adequate internalcontrol over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. Generation’s management conducted an assessment of the effectiveness of Generation’s internal control over financial reporting as ofDecember 31, 2013. In making this assessment, management used the criteria in Internal Control—Integrated Framework (1992) issuedby the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Generation’s managementconcluded that, as of December 31, 2013, Generation’s internal control over financial reporting was effective. The effectiveness of the Generation’s internal control over financial reporting as of December 31, 2013, has been audited byPricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 13, 2014 182Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Management’s Report on Internal Control Over Financial Reporting The management of Commonwealth Edison Company (ComEd) is responsible for establishing and maintaining adequate internalcontrol over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. ComEd’s management conducted an assessment of the effectiveness of ComEd’s internal control over financial reporting as ofDecember 31, 2013. In making this assessment, management used the criteria in Internal Control—Integrated Framework (1992) issuedby the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, ComEd’s managementconcluded that, as of December 31, 2013, ComEd’s internal control over financial reporting was effective. The effectiveness of the ComEd’s internal control over financial reporting as of December 31, 2013, has been audited byPricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 13, 2014 183Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Management’s Report on Internal Control Over Financial Reporting The management of PECO Energy Company (PECO) is responsible for establishing and maintaining adequate internal control overfinancial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. PECO’s management conducted an assessment of the effectiveness of PECO’s internal control over financial reporting as ofDecember 31, 2013. In making this assessment, management used the criteria in Internal Control—Integrated Framework (1992) issuedby the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, PECO’s management concludedthat, as of December 31, 2013, PECO’s internal control over financial reporting was effective. The effectiveness of the PECO’s internal control over financial reporting as of December 31, 2013, has been audited byPricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 13, 2014 184Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Management’s Report on Internal Control Over Financial Reporting The management of Baltimore Gas and Electric Company (BGE) is responsible for establishing and maintaining adequate internalcontrol over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. BGE’s management conducted an assessment of the effectiveness of BGE’s internal control over financial reporting as ofDecember 31, 2013. In making this assessment, management used the criteria in Internal Control—Integrated Framework (1992) issuedby the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, BGE’s management concludedthat, as of December 31, 2013, BGE’s internal control over financial reporting was effective. The effectiveness of BGE’s internal control over financial reporting as of December 31, 2013, has been audited byPricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 13, 2014 185Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Exelon Corporation: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all materialrespects, the financial position of Exelon Corporation (“the Company”) and its subsidiaries at December 31, 2013 and 2012, and the resultsof their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accountingprinciples generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the indexappearing under item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with therelated consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal controlover financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issuedby the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible forthese financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on InternalControl Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statementschedules, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits inaccordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan andperform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whethereffective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includedexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit ofinternal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our auditsprovide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLPChicago, IllinoisFebruary 13, 2014 186Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Report of Independent Registered Public Accounting Firm To the Board of Directors and Member of Exelon Generation Company, LLC: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all materialrespects, the financial position of Exelon Generation Company, LLC (“the Company”) and its subsidiaries at December 31, 2013 and 2012,and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity withaccounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed inthe index appearing under item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunctionwith the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework(1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management isresponsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reportingand for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Reporton Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financialstatement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our auditsin accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whethereffective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includedexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit ofinternal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our auditsprovide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLPBaltimore, MarylandFebruary 13, 2014 187Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Commonwealth Edison Company: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all materialrespects, the financial position of Commonwealth Edison Company (“the Company”) and its subsidiaries at December 31, 2013 and 2012,and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity withaccounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed inthe index appearing under item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunctionwith the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework(1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management isresponsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reportingand for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Reporton Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financialstatement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our auditsin accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whethereffective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includedexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit ofinternal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our auditsprovide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLPChicago, IllinoisFebruary 13, 2014 188Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of PECO Energy Company: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all materialrespects, the financial position of PECO Energy Company (“the Company”) and its subsidiaries at December 31, 2013 and 2012, and theresults of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity withaccounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed inthe index appearing under item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunctionwith the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework(1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management isresponsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reportingand for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Reporton Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financialstatement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our auditsin accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whethereffective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includedexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit ofinternal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our auditsprovide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLPPhiladelphia, PennsylvaniaFebruary 13, 2014 189Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Baltimore Gas and Electric Company: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all materialrespects, the financial position of Baltimore Gas and Electric Company (“the Company”) and its subsidiaries at December 31, 2013 and2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformitywith accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedulelisted in the index appearing under item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read inconjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects,effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—IntegratedFramework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’smanagement is responsible for these financial statements and financial statement schedule, for maintaining effective internal control overfinancial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanyingManagement’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements,on the financial statement schedule, and on the Company’s internal control over financial reporting based on our audits (which was anintegrated audit in 2012). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financialstatements are free of material misstatement and whether effective internal control over financial reporting was maintained in all materialrespects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overallfinancial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal controlover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considerednecessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLPBaltimore, MarylandFebruary 13, 2014 190Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years EndedDecember 31, (In millions, except per share data) 2013 2012 2011 Operating revenues $24,888 $23,489 $19,063 Operating expenses Purchased power and fuel 9,468 9,121 7,130 Purchased power and fuel from affiliates 1,256 1,036 137 Operating and maintenance 7,270 7,961 5,184 Depreciation and amortization 2,153 1,881 1,347 Taxes other than income 1,095 1,019 785 Total operating expenses 21,242 21,018 14,583 Equity in earnings (losses) of unconsolidated affiliates 10 (91) (1) Operating income 3,656 2,380 4,479 Other income and (deductions) Interest expense, net (1,315) (891) (701) Interest expense to affiliates, net (41) (37) (25) Other, net 473 346 203 Total other income and (deductions) (883) (582) (523) Income before income taxes 2,773 1,798 3,956 Income taxes 1,044 627 1,457 Net income 1,729 1,171 2,499 Net income attributable to non-controlling interests, preferred security dividends andpreference stock dividends 10 11 4 Net income attributable to common shareholders 1,719 1,160 2,495 Comprehensive income (loss), net of income taxes Net income 1,729 1,171 2,499 Other comprehensive income (loss) Pension and non-pension postretirement benefit plans: Prior service cost (benefit) reclassified to periodic costs, net of taxes of $0, $1 and $(4),respectively — 1 (5) Actuarial loss reclassified to periodic cost, net of taxes of $133, $110 and $93,respectively 208 168 136 Transition obligation reclassified to periodic cost, net of taxes of $0, $2 and $2,respectively — 2 4 Pension and non-pension postretirement benefit plan valuation adjustment, net oftaxes of $430, $(237) and $(171), respectively 669 (371) (250) Unrealized gain (loss) on cash flow hedges, net of taxes of $(166), $(68) and $39,respectively (248) (120) 88 Unrealized gain (loss) on marketable securities, net of taxes of $0, $(1) and $0, respectively 2 2 — Unrealized gain (loss) on equity investments, net of taxes of $71, $1 and $0, respectively 106 1 — Unrealized gain (loss) on foreign currency translation, net of taxes of $0, $0 and $0,respectively (10) — — Other comprehensive income (loss) 727 (317) (27) Comprehensive income $2,456 $854 $2,472 Average shares of common stock outstanding: Basic 856 816 663 Diluted 860 819 665 Earnings per average common share: Basic $2.01 $1.42 $3.76 Diluted $2.00 $1.42 $3.75 Dividends per common share $1.46 $2.10 $2.10 See the Combined Notes to Consolidated Financial Statements 191Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Consolidated Statements of Cash Flows For the Years EndedDecember 31, (In millions) 2013 2012 2011 Cash flows from operating activities Net income $1,729 $1,171 $2,499 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation, amortization, depletion and accretion, including nuclear fuel and energycontract amortization 3,779 4,079 2,316 Loss on sale of three Maryland generating stations — 272 — Deferred income taxes and amortization of investment tax credits 119 615 1,457 Net fair value changes related to derivatives (445) (604) 291 Net realized and unrealized (gains) losses on nuclear decommissioning trust fundinvestments (170) (157) 14 Other non-cash operating activities 876 1,383 770 Changes in assets and liabilities: Accounts receivable (97) 243 57 Inventories (100) 26 (58) Accounts payable, accrued expenses and other current liabilities (90) (632) (254) Option premiums paid, net (36) (114) (3) Counterparty collateral received (posted), net 215 135 (344) Income taxes 883 544 492 Pension and non-pension postretirement benefit contributions (422) (462) (2,360) Other assets and liabilities 102 (368) (24) Net cash flows provided by operating activities 6,343 6,131 4,853 Cash flows from investing activities Capital expenditures (5,395) (5,789) (4,042) Proceeds from nuclear decommissioning trust fund sales 4,217 7,265 6,139 Investment in nuclear decommissioning trust funds (4,450) (7,483) (6,332) Cash and restricted cash acquired from Constellation — 964 — Acquisitions of long lived assets — (21) (387) Proceeds from sale of long-lived assets 32 371 — Proceeds from sales of investments 22 28 6 Purchases of investments (4) (13) (4) Change in restricted cash (43) (34) (3) Distribution from CENG 115 — — Other investing activities 112 136 20 Net cash flows used in investing activities (5,394) (4,576) (4,603) Cash flows from financing activities Payment of accounts receivable agreement (210) (15) — Changes in short-term debt 332 (197) 161 Issuance of long-term debt 2,055 2,027 1,199 Retirement of long-term debt (1,589) (1,145) (789) Redemption of preferred securities (93) — — Dividends paid on common stock (1,249) (1,716) (1,393) Proceeds from employee stock plans 47 72 38 Other financing activities (119) (111) (62) Net cash flows used in financing activities (826) (1,085) (846) Increase (decrease) in cash and cash equivalents 123 470 (596) Cash and cash equivalents at beginning of period 1,486 1,016 1,612 Cash and cash equivalents at end of period $1,609 $1,486 $1,016 See the Combined Notes to Consolidated Financial Statements 192Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 ASSETS Current assets Cash and cash equivalents $1,547 $1,411 Cash and cash equivalents of variable interest entities 62 75 Restricted cash and investments 87 86 Restricted cash and investments of variable interest entities 80 47 Accounts receivable, net Customer ($0 and $289 gross accounts receivables pledged as collateral as of December 31, 2013and December 31, 2012, respectively) 2,721 2,795 Other 1,175 1,141 Accounts receivable, net, of variable interest entities 260 292 Mark-to-market derivative assets 727 938 Unamortized energy contract assets 374 886 Inventories, net Fossil fuel 276 246 Materials and supplies 829 768 Deferred income taxes 573 131 Regulatory assets 760 764 Other 666 560 Total current assets 10,137 10,140 Property, plant and equipment, net 47,330 45,186 Deferred debits and other assets Regulatory assets 5,910 6,497 Nuclear decommissioning trust funds 8,071 7,248 Investments 1,165 1,184 Investments in affiliates 22 22 Investment in CENG 1,925 1,849 Goodwill 2,625 2,625 Mark-to-market derivative assets 607 937 Unamortized energy contract assets 710 1,073 Pledged assets for Zion Station decommissioning 458 614 Deferred income taxes — 58 Other 964 1,128 Total deferred debits and other assets 22,457 23,235 Total assets $79,924 $78,561 See the Combined Notes to Consolidated Financial Statements 193Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term borrowings $341 $— Short-term notes payable—accounts receivable agreement — 210 Long-term debt due within one year 1,424 975 Long-term debt due within one year of variable interest entities 85 72 Accounts payable 2,314 2,378 Accounts payable of variable interest entities 170 202 Payables to affiliates 116 112 Mark-to-market derivative liabilities 159 352 Unamortized energy contract liabilities 261 455 Accrued expenses 1,633 1,796 Deferred income taxes 40 58 Regulatory liabilities 327 368 Other 858 813 Total current liabilities 7,728 7,791 Long-term debt 17,325 17,190 Long-term debt to financing trusts 648 648 Long-term debt of variable interest entities 298 508 Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits 12,905 11,551 Asset retirement obligations 5,194 5,074 Pension obligations 1,876 3,428 Non-pension postretirement benefit obligations 2,190 2,662 Spent nuclear fuel obligation 1,021 1,020 Regulatory liabilities 4,388 3,981 Mark-to-market derivative liabilities 300 281 Unamortized energy contract liabilities 266 528 Payable for Zion Station decommissioning 305 432 Other 2,540 1,650 Total deferred credits and other liabilities 30,985 30,607 Total liabilities 56,984 56,744 Commitments and contingencies Preferred securities of subsidiary — 87 Shareholders’ equity Common stock (No par value, 2,000 shares authorized, 857 and 855 shares outstanding at December31, 2013 and 2012, respectively) 16,741 16,632 Treasury stock, at cost (35 shares held at December 31, 2013 and 2012, respectively) (2,327) (2,327) Retained earnings 10,358 9,893 Accumulated other comprehensive loss, net (2,040) (2,767) Total shareholders’ equity 22,732 21,431 BGE preference stock not subject to mandatory redemption 193 193 Non-controlling interest 15 106 Total equity 22,940 21,730 Total liabilities and shareholders’ equity $79,924 $78,561 See the Combined Notes to Consolidated Financial Statements 194Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Consolidated Statements of Changes in Shareholders’ Equity (In millions, shares inthousands) IssuedShares CommonStock TreasuryStock RetainedEarnings AccumulatedOtherComprehensiveLoss Non-controllingInterest PreferredandPreferenceStock TotalShareholders’Equity Balance, December 31, 2010 696,589 $9,006 $(2,327) $9,304 $(2,423) $3 $— $13,563 Net income — — — 2,495 — — 4 2,499 Long-term incentive plan activity 861 76 — — — — — 76 Employee stock purchase plan issuances 662 25 — — — — — 25 Common stock dividends — — — (1,744) — — — (1,744) Preferred and preference stock dividends — — — — — — (4) (4) Other comprehensive loss, net of incometaxes of $(41) — — — — (27) — — (27) Balance, December 31, 2011 698,112 $9,107 $(2,327) $10,055 $(2,450) $3 $— $14,388 Net income (loss) — — — 1,160 — (3) 14 1,171 Long-term incentive plan activity 2,432 126 — — — — — 126 Employee stock purchase plan issuances 857 26 — — — — — 26 Common stock dividends — — — (1,322) — — — (1,322) Common stock issuance Constellation merger 188,124 7,365 — — — — — 7,365 Non-controlling interest acquired — 8 — — — 106 — 114 BGE preference stock acquired — — — — — — 193 193 Preferred and preference stock dividends — — — — — — (14) (14) Other comprehensive loss, net of incometaxes of $(192) — — — — (317) — — (317) Balance, December 31, 2012 889,525 $16,632 $(2,327) $9,893 $(2,767) $106 $193 $21,730 Net income (loss) — — — 1,719 — (10) 20 1,729 Long-term incentive plan activity 1,445 81 — — — — — 81 Employee stock purchase plan issuances 1,064 28 — — — — — 28 Common stock dividends — — — (1,254) — — — (1,254) Consolidated VIE dividend to non-controllinginterest — — — — — (63) — (63) Deconsolidation of VIE — — — — — (18) — (18) Redemption of preferred securities — — — — — — (6) (6) Preferred and preference stock dividends — — — — — — (14) (14) Other comprehensive income, net of incometaxes of $(468) — — — — 727 — — 727 Balance, December 31, 2013 892,034 $16,741 $(2,327) $10,358 $(2,040) $15 $193 $22,940 See the Combined Notes to Consolidated Financial Statements 195Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Generation Company, LLC and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years EndedDecember 31, (In millions) 2013 2012 2011 Operating revenues Operating revenues $14,207 $12,735 $9,286 Operating revenues from affiliates 1,423 1,702 1,161 Total operating revenues 15,630 14,437 10,447 Operating expenses Purchased power and fuel 6,927 6,017 3,451 Purchased power and fuel from affiliates 1,270 1,044 138 Operating and maintenance 3,960 4,398 2,827 Operating and maintenance from affiliates 574 630 321 Depreciation and amortization 856 768 570 Taxes other than income 389 369 264 Total operating expenses 13,976 13,226 7,571 Equity in earnings (losses) of unconsolidated affiliates 10 (91) (1) Operating income 1,664 1,120 2,875 Other income and (deductions) Interest expense (298) (226) (170) Interest expense to affiliates, net (59) (75) — Other, net 368 239 122 Total other income and (deductions) 11 (62) (48) Income before income taxes 1,675 1,058 2,827 Income taxes 615 500 1,056 Net income 1,060 558 1,771 Net loss attributable to non-controlling interests (10) (4) — Net income attributable to membership interest 1,070 562 1,771 Comprehensive income (loss), net of income taxes Net income 1,060 558 1,771 Other comprehensive income (loss) Unrealized loss on cash flow hedges, net of income taxes of $(262), $(262) and $(64),respectively (398) (403) (98) Unrealized income on equity investments, net of income taxes of $72, $(1) and $0,respectively 107 1 — Unrealized loss on foreign currency translation, net of income taxes of $0, $0 and $0,respectively (10) — — Unrealized gain on marketable securities, net of income taxes of $0, $0 and $0,respectively 2 — — Other comprehensive loss (299) (402) (98) Comprehensive income $761 $156 $1,673 See the Combined Notes to Consolidated Financial Statements 196Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Generation Company, LLC and Subsidiary Companies Consolidated Statements of Cash Flows For the Years EndedDecember 31, (In millions) 2013 2012 2011 Cash flows from operating activities Net income $1,060 $558 $1,771 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation, amortization, depletion and accretion, including nuclear fuel and energycontract amortization 2,559 2,966 1,539 Loss on sale of three Maryland generating stations — 272 — Deferred income taxes and amortization of investment tax credits 315 408 551 Net fair value changes related to derivatives (448) (611) 291 Net realized and unrealized (gains) losses on nuclear decommissioning trust fundinvestments (170) (157) 14 Other non-cash operating activities 414 537 421 Changes in assets and liabilities: Accounts receivable 109 248 (122) Receivables from and payables to affiliates, net 2 39 208 Inventories (88) 31 (47) Accounts payable, accrued expenses and other current liabilities (109) (499) 34 Option premiums paid, net (36) (114) (3) Counterparty collateral (posted) received, net 162 95 (410) Income taxes 402 114 193 Pension and non-pension postretirement benefit contributions (149) (178) (1,070) Other assets and liabilities (136) (128) (57) Net cash flows provided by operating activities 3,887 3,581 3,313 Cash flows from investing activities Capital expenditures (2,752) (3,554) (2,491) Proceeds from nuclear decommissioning trust fund sales 4,217 7,265 6,139 Investment in nuclear decommissioning trust funds (4,450) (7,483) (6,332) Cash and restricted cash acquired from Constellation — 708 — Proceeds from sale of long-lived assets 32 371 — Acquisitions of long lived assets — (21) (387) Change in restricted cash (64) 4 — Changes in Exelon intercompany money pool (44) — — Distribution from CENG 115 — — Other investing activities 30 81 (6) Net cash flows used in investing activities (2,916) (2,629) (3,077) Cash flows from financing activities Change in short-term debt 13 (52) — Issuance of long-term debt 854 1,076 — Retirement of long-term debt (570) (145) (2) Distribution to member (625) (1,626) (172) Contribution from member 26 48 30 Other financing activities (82) (78) (52) Net cash flows used in financing activities (384) (777) (196) Increase in cash and cash equivalents 587 175 40 Cash and cash equivalents at beginning of period 671 496 456 Cash and cash equivalents at end of period $1,258 $671 $496 See the Combined Notes to Consolidated Financial Statements 197Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Generation Company, LLC and Subsidiary Companies Consolidated Balance Sheets (In millions) December 31, 2013 2012 ASSETS Current assets Cash and cash equivalents $1,196 $596 Cash and cash equivalents of variable interest entities 62 75 Restricted cash and cash equivalents 19 — Restricted cash and cash equivalents of variable interest entities 52 16 Accounts receivable, net Customer 1,429 1,482 Other 353 472 Accounts receivable, net, of variable interest entities 260 292 Mark-to-market derivative assets 727 938 Mark-to-market derivative assets with affiliate — 226 Receivables from affiliates 108 141 Receivable from Exelon intercompany money pool 44 — Unamortized energy contract assets 374 886 Inventories, net Fossil fuel 164 130 Materials and supplies 671 626 Deferred income taxes 475 — Other 505 331 Total current assets 6,439 6,211 Property, plant and equipment, net 20,111 19,531 Deferred debits and other assets Nuclear decommissioning trust funds 8,071 7,248 Investments 400 420 Investment in CENG 1,925 1,849 Mark-to-market derivative assets 600 924 Prepaid pension asset 1,873 1,975 Pledged assets for Zion Station decommissioning 458 614 Unamortized energy contract assets 710 1,073 Other 645 836 Total deferred debits and other assets 14,682 14,939 Total assets $41,232 $40,681 See the Combined Notes to Consolidated Financial Statements 198Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Generation Company, LLC and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 LIABILITIES AND EQUITY Current liabilities Short-term borrowings $22 $— Long-term debt due within one year 556 24 Long-term debt due within one year of variable interest entities 5 4 Accounts payable 1,152 1,326 Accounts payable of variable interest entities 170 202 Accrued expenses 976 1,116 Payables to affiliates 181 213 Deferred income taxes 25 128 Mark-to-market derivative liabilities 142 334 Unamortized energy contract liabilities 249 378 Other 389 372 Total current liabilities 3,867 4,097 Long-term debt 5,559 5,245 Long-term debt to affiliate 1,523 2,007 Long-term debt of variable interest entities 86 203 Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits 6,295 5,398 Asset retirement obligations 5,047 4,938 Non-pension postretirement benefit obligations 850 755 Spent nuclear fuel obligation 1,021 1,020 Payables to affiliates 2,740 2,397 Mark-to-market derivative liabilities 120 232 Unamortized energy contract liabilities 266 516 Payable for Zion Station decommissioning 305 432 Other 811 776 Total deferred credits and other liabilities 17,455 16,464 Total liabilities 28,490 28,016 Commitments and contingencies Equity Member’s equity Membership interest 8,898 8,876 Undistributed earnings 3,613 3,168 Accumulated other comprehensive income, net 214 513 Total member’s equity 12,725 12,557 Non-controlling interest 17 108 Total equity 12,742 12,665 Total liabilities and equity $41,232 $40,681 See the Combined Notes to Consolidated Financial Statements 199Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Generation Company, LLC and Subsidiary Companies Consolidated Statements of Changes in Member’s Equity (In millions) Member’s Equity Non-controllingInterest TotalEquity MembershipInterest UndistributedEarnings AccumulatedOtherComprehensiveIncome Balance, December 31, 2010 $3,526 $2,633 $1,013 $5 $7,177 Net income — 1,771 — — 1,771 Distribution to member — (172) — — (172) Allocation of tax benefit from member 30 — — — 30 Other comprehensive loss, net of income taxes of $(64) — — (98) — (98) Balance, December 31, 2011 $3,556 $4,232 $915 $5 $8,708 Net income — 562 — (4) 558 Distribution to member — (1,626) — — (1,626) Allocation of tax benefit from member 48 — — — 48 Acquisition of Constellation 5,264 — — — 5,264 Non-controlling interest acquired 8 — — 107 115 Other comprehensive loss, net of income taxes of $(261) — — (402) — (402) Balance, December 31, 2012 $8,876 $3,168 $513 $108 $12,665 Net income — 1,070 — (10) 1,060 Distribution to member — (625) — — (625) Allocation of tax benefit from member 26 — — — 26 Consolidated VIE dividend to non-controlling interest — — (63) (63) Deconsolidation of VIE (1) — — (18) (19) Non-controlling interest acquired (3) — — — (3) Other comprehensive loss, net of income taxes of $(190) — — (299) — (299) Balance, December 31, 2013 $8,898 $3,613 $214 $17 $12,742 See the Combined Notes to Consolidated Financial Statements 200Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Commonwealth Edison Company and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years EndedDecember 31, (in millions) 2013 2012 2011 Operating revenues Operating revenues $4,461 $5,441 $6,054 Operating revenues from affiliates 3 2 2 Total operating revenues 4,464 5,443 6,056 Operating expenses Purchased power 662 1,518 2,382 Purchased power from affiliate 512 789 653 Operating and maintenance 1,211 1,182 1,031 Operating and maintenance from affiliate 157 163 158 Depreciation and amortization 669 610 554 Taxes other than income 299 295 296 Total operating expenses 3,510 4,557 5,074 Operating income 954 886 982 Other income and (deductions) Interest expense (566) (294) (330) Interest expense to affiliates, net (13) (13) (15) Other, net 26 39 29 Total other income and (deductions) (553) (268) (316) Income before income taxes 401 618 666 Income taxes 152 239 250 Net income 249 379 416 Other comprehensive income Unrealized gain on marketable securities, net of income taxes of $0, $0 and $0, respectively — 1 — Other comprehensive income — 1 — Comprehensive income $249 $380 $416 See the Combined Notes to Consolidated Financial Statements 201Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Commonwealth Edison Company and Subsidiary Companies Consolidated Statements of Cash Flows For the Years Ended (In millions) 2013 2012 2011 Cash flows from operating activities Net income $249 $379 $416 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation, amortization and accretion 669 610 554 Deferred income taxes and amortization of investment tax credits (57) 270 700 Other non-cash operating activities 28 252 184 Changes in assets and liabilities: Accounts receivable (12) 24 5 Receivables from and payables to affiliates, net (12) (18) (287) Inventories (18) (11) (9) Accounts payable, accrued expenses and other current liabilities 74 59 (84) Counterparty collateral received, net 53 40 66 Income taxes 178 9 223 Pension and non-pension postretirement benefit contributions (122) (138) (977) Other assets and liabilities 188 (142) 45 Net cash flows provided by operating activities 1,218 1,334 836 Cash flows from investing activities Capital expenditures (1,433) (1,246) (1,028) Proceeds from sales of investments 7 28 6 Purchases of investments (4) (13) (4) Change in restricted cash (2) — — Other investing activities 45 19 19 Net cash flows used in investing activities (1,387) (1,212) (1,007) Cash flows from financing activities Changes in short-term debt 184 — — Issuance of long-term debt 350 350 1,199 Retirement of long-term debt (252) (450) (537) Dividends paid on common stock (220) (105) (300) Other financing activities (1) (7) (7) Net cash flows provided by (used in) financing activities 61 (212) 355 Increase (decrease) in cash and cash equivalents (108) (90) 184 Cash and cash equivalents at beginning of period 144 234 50 Cash and cash equivalents at end of period $36 $144 $234 See the Combined Notes to Consolidated Financial Statements 202Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Commonwealth Edison Company and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 ASSETS Current assets Cash and cash equivalents $36 $144 Restricted cash 2 — Accounts receivable, net Customer 451 539 Other 584 452 Inventories, net 109 91 Deferred income taxes — 83 Counterparty collateral deposited — 53 Regulatory assets 329 388 Other 29 25 Total current assets 1,540 1,775 Property, plant and equipment, net 14,666 13,826 Deferred debits and other assets Regulatory assets 933 666 Investments 5 8 Investments in affiliates 6 6 Goodwill 2,625 2,625 Receivable from affiliates 2,469 2,039 Prepaid pension asset 1,583 1,661 Other 291 299 Total deferred debits and other assets 7,912 7,304 Total assets $24,118 $22,905 See the Combined Notes to Consolidated Financial Statements 203Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Commonwealth Edison Company and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term borrowings $184 $— Long-term debt due within one year 617 252 Accounts payable 449 379 Accrued expenses 307 295 Payables to affiliates 83 97 Customer deposits 133 136 Regulatory liabilities 170 170 Mark-to-market derivative liability 17 18 Mark-to-market derivative liability with affiliate — 226 Deferred income taxes 16 — Other 72 82 Total current liabilities 2,048 1,655 Long-term debt 5,058 5,315 Long-term debt to financing trust 206 206 Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits 4,116 4,272 Asset retirement obligations 99 99 Non-pension postretirement benefits obligations 381 273 Regulatory liabilities 3,512 3,229 Mark-to-market derivative liability 176 49 Other 994 484 Total deferred credits and other liabilities 9,278 8,406 Total liabilities 16,590 15,582 Commitments and contingencies Shareholders’ equity Common stock 1,588 1,588 Other paid-in capital 5,190 5,014 Retained earnings 750 721 Total shareholders’ equity 7,528 7,323 Total liabilities and shareholders’ equity $24,118 $22,905 See the Combined Notes to Consolidated Financial Statements 204Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Commonwealth Edison Company and Subsidiary Companies Consolidated Statements of Changes in Shareholders’ Equity (In millions) CommonStock OtherPaid-InCapital Retained DeficitUnappropriated RetainedEarningsAppropriated AccumulatedOtherComprehensiveIncome (Loss) TotalShareholders’Equity Balance, December 31, 2010 $1,588 $4,992 $(1,639) $1,970 $(1) $6,910 Net income — — 416 — — 416 Common stock dividends — — — (300) — (300) Allocation of tax benefit from parent — 11 — — — 11 Appropriation of retained earnings forfuture dividends — — (416) 416 — — Balance, December 31, 2011 $1,588 $5,003 $(1,639) $2,086 $(1) $7,037 Net income — — 379 — — 379 Common stock dividends — — — (105) — (105) Allocation of tax benefit from parent — 11 — — — 11 Appropriation of retained earnings forfuture dividends — — (379) 379 — — Other comprehensive income, net ofincome taxes of $0 — — — — 1 1 Balance, December 31, 2012 $1,588 $5,014 $(1,639) $2,360 $— $7,323 Net income — — 249 — — 249 Common stock dividends — — — (220) — (220) Parent tax matter indemnification — 176 — — — 176 Appropriation of retained earnings forfuture dividends — — (249) 249 — — Balance, December 31, 2013 $1,588 $5,190 $(1,639) $2,389 $— $7,528 See the Combined Notes to Consolidated Financial Statements 205Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO Energy Company and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years EndedDecember 31, (In millions) 2013 2012 2011 Operating revenues Operating revenues $3,099 $3,183 $3,715 Operating revenues from affiliates 1 3 5 Total operating revenues 3,100 3,186 3,720 Operating expenses Purchased power and fuel 908 842 1,369 Purchased power from affiliate 392 533 495 Operating and maintenance 647 698 698 Operating and maintenance from affiliates 101 111 96 Depreciation and amortization 228 217 202 Taxes other than income 158 162 205 Total operating expenses 2,434 2,563 3,065 Operating income 666 623 655 Other income and (deductions) Interest expense (103) (111) (122) Interest expense to affiliates, net (12) (12) (12) Other, net 6 8 14 Total other income and (deductions) (109) (115) (120) Income before income taxes 557 508 535 Income taxes 162 127 146 Net income 395 381 389 Preferred security dividends and redemption 7 4 4 Net income attributable to common shareholder 388 377 385 Comprehensive income, net of income taxes Net income 395 381 389 Other comprehensive income Unrealized gain on marketable securities, net of income taxes of $0, $0 and $0, respectively — 1 — Other comprehensive income — 1 — Comprehensive income $395 $382 $389 See the Combined Notes to Consolidated Financial Statements 206Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO Energy Company and Subsidiary Companies Consolidated Statements of Cash Flows For the Years EndedDecember 31, (In millions) 2013 2012 2011 Cash flows from operating activities Net income $395 $381 $389 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation, amortization and accretion 228 217 202 Deferred income taxes and amortization of investment tax credits 20 37 253 Other non-cash operating activities 108 125 100 Changes in assets and liabilities: Accounts receivable (79) (14) 225 Receivables from and payables to affiliates, net (18) 13 (217) Inventories 2 21 — Accounts payable, accrued expenses and other current liabilities 41 (47) 34 Income taxes 87 174 (45) Pension and non-pension postretirement benefit contributions (31) (45) (137) Other assets and liabilities (6) 16 14 Net cash flows provided by operating activities 747 878 818 Cash flows from investing activities Capital expenditures (537) (422) (481) Changes in intercompany money pool — 82 (82) Change in restricted cash (2) 2 (2) Other investing activities 8 10 8 Net cash flows used in investing activities (531) (328) (557) Cash flows from financing activities Payment of accounts receivable agreement (210) (15) — Issuance of long-term debt 550 350 — Retirement of long-term debt (300) (375) (250) Contributions from parent 27 9 18 Dividends paid on common stock (332) (343) (348) Dividends paid on preferred securities (1) (4) (4) Redemption of preferred securities (93) — — Other financing activities (2) (4) (5) Net cash flows used in financing activities (361) (382) (589) Increase (decrease) in cash and cash equivalents (145) 168 (328) Cash and cash equivalents at beginning of period 362 194 522 Cash and cash equivalents at end of period $217 $362 $194 See the Combined Notes to Consolidated Financial Statements 207Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO Energy Company and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 ASSETS Current assets Cash and cash equivalents $217 $362 Restricted cash and cash equivalents 2 — Accounts receivable, net ($0 and $289 gross accounts receivable pledged as collateral as of December 31,2013 and 2012, respectively) Customer 360 364 Other 107 161 Inventories, net Fossil fuel 60 65 Materials and supplies 21 19 Deferred income taxes 83 40 Prepaid utility taxes 3 21 Regulatory assets 17 32 Other 36 30 Total current assets 906 1,094 Property, plant and equipment, net 6,384 6,078 Deferred debits and other assets Regulatory assets 1,448 1,378 Investments 23 22 Investments in affiliates 8 8 Receivable from affiliates 447 360 Prepaid pension asset 363 373 Other 38 40 Total deferred debits and other assets 2,327 2,181 Total assets $9,617 $9,353 See the Combined Notes to Consolidated Financial Statements 208Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO Energy Company and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term notes payable—accounts receivable agreement $— $210 Long-term debt due within one year 250 300 Accounts payable 285 244 Accrued expenses 106 82 Payables to affiliates 58 76 Customer deposits 49 51 Regulatory liabilities 106 169 Other 37 26 Total current liabilities 891 1,158 Long-term debt 1,947 1,647 Long-term debt to financing trusts 184 184 Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits 2,487 2,331 Asset retirement obligations 29 29 Non-pension postretirement benefits obligations 286 284 Regulatory liabilities 629 538 Other 99 113 Total deferred credits and other liabilities 3,530 3,295 Total liabilities 6,552 6,284 Commitments and contingencies Preferred securities — 87 Shareholders’ equity Common stock 2,415 2,388 Retained earnings 649 593 Accumulated other comprehensive income, net 1 1 Total shareholders’ equity 3,065 2,982 Total liabilities and shareholders’ equity $9,617 $9,353 See the Combined Notes to Consolidated Financial Statements 209Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO Energy Company and Subsidiary Companies Consolidated Statements of Changes in Stockholders’ Equity (In millions) CommonStock RetainedEarnings AccumulatedOtherComprehensiveIncome TotalShareholders’Equity Balance, December 31, 2010 $2,361 $522 $— $2,883 Net income — 389 — 389 Common stock dividends — (348) — (348) Preferred security dividends — (4) — (4) Allocation of tax benefit from parent 18 — — 18 Balance, December 31, 2011 $2,379 $559 $— $2,938 Net income — 381 — 381 Common stock dividends — (343) — (343) Preferred security dividends — (4) — (4) Allocation of tax benefit from parent 9 — — 9 Other comprehensive income, net of income taxes of $0 — — 1 1 Balance, December 31, 2012 $2,388 $593 $1 $2,982 Net income — 395 — 395 Common stock dividends — (332) — (332) Preferred security dividends — (1) — (1) Redemption of preferred securities — (6) — (6) Allocation of tax benefit from parent 27 — — 27 Balance, December 31, 2013 $2,415 $649 $1 $3,065 See the Combined Notes to Consolidated Financial Statements 210Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years EndedDecember 31, (In millions) 2013 2012 2011 Operating revenues Operating revenues $3,052 $2,725 $3,060 Operating revenues from affiliates 13 10 8 Total operating revenues 3,065 2,735 3,068 Operating expenses Purchased power and fuel 969 973 1,245 Purchased power from affiliate 452 396 348 Operating and maintenance 551 622 530 Operating and maintenance from affiliates 83 106 150 Depreciation and amortization 348 298 274 Taxes other than income 213 208 207 Total operating expenses 2,616 2,603 2,754 Operating income 449 132 314 Other income and (deductions) Interest expense (106) (128) (113) Interest expense to affiliates, net (16) (16) (16) Other, net 17 23 26 Total other income and (deductions) (105) (121) (103) Income before income taxes 344 11 211 Income taxes 134 7 75 Net income 210 4 136 Preference stock dividends 13 13 13 Net income (loss) attributable to common shareholder $197 $(9) $123 Comprehensive income $210 $4 $136 See the Combined Notes to Consolidated Financial Statements 211Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company and Subsidiary Companies Consolidated Statements of Cash Flows For the Years EndedDecember 31, (In millions) 2013 2012 2011 Cash flows from operating activities Net income $210 $4 $136 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation, amortization and accretion 348 298 274 Deferred income taxes and amortization of investment tax credits 125 104 145 Other non-cash operating activities 153 193 129 Changes in assets and liabilities: Accounts receivable (127) (45) 60 Receivables from and payables to affiliates, net (14) 26 (44) Inventories 1 25 (10) Accounts payable, accrued expenses and other current liabilities (14) (33) (21) Income taxes (33) 14 35 Pension and non-pension postretirement benefit contributions (24) (16) (67) Other assets and liabilities (64) (85) (161) Net cash flows provided by operating activities 561 485 476 Cash flows from investing activities Capital expenditures (587) (582) (592) Change in restricted cash 2 — — Other investing activities 14 9 — Net cash flows used in investing activities (571) (573) (592) Cash flows from financing activities Changes in short-term debt 135 — — Issuance of long-term debt 300 250 300 Retirement of long-term debt (467) (173) (82) Dividends paid on common stock — — (85) Dividends paid on preference stock (13) (13) (13) Contributions from parent — 66 — Other financing activities (3) (2) (5) Net cash flows (used in) provided by financing activities (48) 128 115 Increase (decrease) in cash and cash equivalents (58) 40 (1) Cash and cash equivalents at beginning of period 89 49 50 Cash and cash equivalents at end of period $31 $89 $49 See the Combined Notes to Consolidated Financial Statements 212Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 ASSETS Current assets Cash and cash equivalents $31 $89 Restricted cash and cash equivalents of variable interest entity 28 30 Accounts receivable, net Customer 480 409 Other 114 111 Income taxes receivable 30 3 Inventories, net Gas held in storage 53 51 Materials and supplies 28 31 Deferred income taxes 2 1 Prepaid utility taxes 57 57 Regulatory assets 181 190 Other 7 8 Total current assets 1,011 980 Property, plant and equipment, net 5,864 5,498 Deferred debits and other assets Regulatory assets 524 522 Investments 5 5 Investments in affiliates 8 8 Prepaid pension asset 423 467 Other 26 26 Total deferred debits and other assets 986 1,028 Total assets $7,861 $7,506 See the Combined Notes to Consolidated Financial Statements 213Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company and Subsidiary Companies Consolidated Balance Sheets December 31, (In millions) 2013 2012 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term borrowings $135 $— Long-term debt due within one year — 400 Long-term debt of variable interest entity due within one year 70 67 Accounts payable 270 235 Accrued expenses 111 102 Deferred income taxes 27 — Payables to affiliates 55 69 Customer deposits 76 71 Regulatory liabilities 48 29 Other 35 7 Total current liabilities 827 980 Long-term debt 1,746 1,446 Long-term debt to financing trust 258 258 Long-term debt of variable interest entity 195 265 Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits 1,773 1,658 Asset retirement obligations 19 8 Non-pension postretirement benefits obligations 217 229 Regulatory liabilities 204 214 Other 67 90 Total deferred credits and other liabilities 2,280 2,199 Total liabilities 5,306 5,148 Commitments and contingencies Shareholders’ equity Common stock 1,360 1,360 Retained earnings 1,005 808 Total shareholders’ equity 2,365 2,168 Preference stock not subject to mandatory redemption 190 190 Total equity 2,555 2,358 Total liabilities and shareholders’ equity $7,861 $7,506 See the Combined Notes to Consolidated Financial Statements 214Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company and Subsidiary Companies Consolidated Statement of Changes in Shareholders’ Equity (In millions) CommonStock RetainedEarnings TotalShareholders’Equity Preference stocknot subject tomandatoryredemption TotalEquity Balance, December 31, 2010 $1,294 $779 $2,073 $190 $2,263 Net income — 136 136 — 136 Common stock dividends — (85) (85) — (85) Preference stock dividends — (13) (13) — (13) Balance, December 31, 2011 $1,294 $817 $2,111 $190 $2,301 Net income — 4 4 — 4 Preference stock dividends — (13) (13) — (13) Contribution from parent 66 — 66 — 66 Balance, December 31, 2012 $1,360 $808 $2,168 $190 $2,358 Net income — 210 210 — 210 Preference stock dividends — (13) (13) — (13) Balance, December 31, 2013 $1,360 $1,005 $2,365 $190 $2,555 See the Combined Notes to Consolidated Financial Statements 215Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements(Dollars in millions, except per share data unless otherwise noted) 1. Significant Accounting Policies (Exelon, Generation, ComEd, PECO and BGE) Description of Business (Exelon, Generation, ComEd, PECO and BGE) Exelon is a utility services holding company engaged through its principal subsidiaries in the energy generation and energy distributionbusinesses. Prior to March 12, 2012, Exelon’s principal subsidiaries included ComEd, PECO and Generation. On March 12, 2012,Constellation merged into Exelon with Exelon continuing as the surviving corporation pursuant to the transactions contemplated by theAgreement and Plan of Merger (“Merger Agreement”). As a result of the merger transaction, Generation now includes the formerConstellation generation and customer supply operations. BGE, formerly Constellation’s regulated utility subsidiary, is now a subsidiary ofExelon. Refer to Note 4—Merger and Acquisitions for further information regarding the merger transaction. The energy generation business includes: • Generation: Physical delivery and marketing of owned and contracted electric generation capacity and provision of renewable andother energy-related products and services, and natural gas exploration and production activities. Generation has six reportablesegments consisting of the Mid-Atlantic, Midwest, New England, New York, ERCOT and Other regions. The energy delivery businesses include: • ComEd: Purchase and regulated retail sale of electricity and the provision of distribution and transmission services in northernIllinois, including the City of Chicago. • PECO: Purchase and regulated retail sale of electricity and the provision of distribution and transmission services in southeasternPennsylvania, including the City of Philadelphia, and the purchase and regulated retail sale of natural gas and the provision ofdistribution services in the Pennsylvania counties surrounding the City of Philadelphia. • BGE: Purchase and regulated retail sale of electricity and the provision of distribution and transmission services in centralMaryland, including the City of Baltimore, and the purchase and regulated retail sale of natural gas and the provision of distributionservices in central Maryland, including the City of Baltimore. Basis of Presentation (Exelon, Generation, ComEd, PECO and BGE) This is a combined annual report of Exelon, Generation, ComEd, PECO and BGE. The Notes to the Consolidated FinancialStatements apply to Exelon, Generation, ComEd, PECO and BGE as indicated parenthetically next to each corresponding disclosure. Whenappropriate, Exelon, Generation, ComEd, PECO and BGE are named specifically for their related activities and disclosures. Exelon did not apply push-down accounting to BGE and BGE continued to be subject to reporting requirements as an SEC registrant.The information disclosed for BGE represents the activity of the standalone entity for the twelve months ended December 31, 2013, 2012and 2011 and the financial position as of December 31, 2013 and December 31, 2012. However, for Exelon’s consolidated financialreporting, Exelon is reporting BGE activity from the acquisition date of March 12, 2012 through December 31, 2013. Each of the Registrant’s Consolidated Financial Statements includes the accounts of its subsidiaries. All intercompany transactionshave been eliminated. 216Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, includinglegal, human resources, financial, information technology and supply management services. The costs of BSC, including support services,are directly charged or allocated to the applicable subsidiaries using a cost-causative allocation method. Corporate governance-type costs thatcannot be directly assigned are allocated based on a Modified Massachusetts Formula, which is a method that utilizes a combination of grossrevenues, total assets and direct labor costs for the allocation base. The results of Exelon’s corporate operations are presented as “Other”within the consolidated financial statements and include intercompany eliminations unless otherwise disclosed. Exelon owns 100% of all of its significant consolidated subsidiaries, either directly or indirectly, except for ComEd, of which Exelonowns more than 99%, and BGE, of which Exelon owns 100% of the common stock but none of BGE’s preference stock. Exelon ownednone of PECO’s preferred securities, which PECO redeemed in 2013. Exelon has reflected the third-party interests in ComEd, which totaledless than $1 million at December 31, 2013 and December 31, 2012, as equity, PECO’s preferred securities as preferred securities ofsubsidiary through their redemption in 2013, and BGE’s preference stock as BGE preference stock not subject to mandatory redemption inits consolidated financial statements. BGE is subject to some ring-fencing measures established by order of the MDPSC. As part of thisarrangement, BGE common stock is held directly by RF Holdco LLC, which is an indirect subsidiary of Exelon. GSS Holdings (BGEUtility), an unrelated party, holds a nominal non-economic interest in RF Holdco LLC with limited voting rights on specified matters. Generation owns 100% of all of its significant consolidated subsidiaries, either directly or indirectly, except for certain Exelon Windprojects, of which Generation holds a majority interest ranging from 94% to 99% for certain periods of time, and the remaining interests areincluded in non-controlling interest on Exelon’s and Generation’s Consolidated Balance Sheets. See Note 2 for further discussion ofExelon’s and Generation’s VIEs and the reversionary interests of the non-controlling members for certain of these projects. ComEd owns 100% of all of its significant consolidated subsidiaries, either directly or indirectly, except for RITELine Illinois, LLC, ofwhich ComEd owns 75% and an additional 12.5% is indirectly owned by Exelon. Exelon and ComEd have reflected the third-party interestsof 12.5% and 25%, respectively, in RITELine Illinois, LLC, which both totaled less than $1 million at December 31, 2013 and December 31,2012, as equity. Exelon consolidates the accounts of entities in which Exelon has a controlling financial interest, after the elimination of intercompanytransactions. A controlling financial interest is evidenced by either a voting interest greater than 50% in which Exelon can exercise controlover the operations and policies of the investee, or the results of a model that identifies Exelon or one of its subsidiaries as the primarybeneficiary of a VIE. Where Exelon does not have a controlling financial interest in an entity, it applies proportional consolidation, equitymethod accounting or cost method accounting. Exelon applies proportionate consolidation when it has an undivided interest in an asset andis proportionately liable for its share of each liability associated with the asset. Exelon proportionately consolidates its undivided ownershipinterests in jointly owned electric plants and transmission facilities, as well as its undivided ownership interests in upstream natural gasexploration and production activities. Under proportionate consolidation, Exelon separately records its proportionate share of the assets,liabilities, revenues and expenses related to the undivided interest in the asset. Exelon applies equity method accounting when it hassignificant influence over an investee through an ownership in common stock, which generally approximates a 20% to 50% voting interest.Exelon applies equity method accounting 217Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) to certain investments and joint ventures, including the 50.01% interest in CENG, and certain financing trusts of ComEd, PECO, and BGE.Under the equity method, Exelon reports its interest in the entity as an investment and Exelon’s percentage share of the earnings from theentity as single line items in its financial statements. Exelon uses the cost method if it holds less than 20% of the common stock of an entity.Under the cost method, Exelon reports its investment at cost and recognizes income only to the extent Exelon receives dividends ordistributions. For the year ended December 31, 2013, BGE recorded a $2 million (pre-tax) correcting adjustment to decrease amortization expenserelated to regulatory assets that were originally recorded during 2012, an adjustment to decrease income tax expense by $4 million related tothe recognition and measurement of regulatory assets that should have been recorded in periods prior to 2013, and a $4 million (pre-tax)correcting adjustment to decrease operating and maintenance expense for an overstatement of BGE’s life insurance obligation related to post-employment benefits in prior years. For the year ended December 31, 2012, BGE recorded a $2 million (pre-tax) correcting adjustment toreduce electric distribution revenue related to decoupling of 2011 electric distribution revenue, a $3 million (pre-tax) correcting adjustment toincrease electric operations and maintenance expense related to capitalization of electric transmission costs, and a $5 million (pre-tax)correcting adjustment to interest expense to reflect the impacts of amendments of tax positions previously taken on prior-year consolidatedincome tax returns. In addition, ComEd identified a disclosure adjustment within the renewable energy credits and alternative energy creditssection of the 2012 Form 10-K Note 8—Intangible Assets which has been revised in Note 10 of this year’s report. Exelon, ComEd and BGEhave concluded these correcting adjustments are not material to its results of operations, cash flows, or financial positions for the yearsended December 31, 2013, and December 31, 2012, or any prior period. The accompanying consolidated financial statements have been prepared in accordance with GAAP for annual financial statements andin accordance with the instructions to Form 10-K and Regulation S-X promulgated by the SEC. Use of Estimates (Exelon, Generation, ComEd, PECO and BGE) The preparation of financial statements of each of the Registrants in conformity with GAAP requires management to make estimatesand assumptions that affect the amounts reported in the financial statements and accompanying notes. Areas in which significant estimateshave been made include, but are not limited to, the accounting for nuclear decommissioning costs and other AROs, pension and otherpostretirement benefits, the application of purchase accounting, inventory reserves, allowance for uncollectible accounts, goodwill and assetimpairments, derivative instruments, unamortized energy contracts, fixed asset depreciation, environmental costs and other losscontingencies, taxes and unbilled energy revenues. Actual results could differ from those estimates. Reclassifications (Exelon, ComEd, and BGE) Certain prior year amounts in Exelon’s and BGE’s Consolidated Statements of Operations and Cash Flows, and Exelon’s, ComEd’s,and BGE’s Consolidated Balance Sheets have been reclassified between line items for comparative purposes and correction of prior periodclassification errors identified in 2013. The reclassifications did not affect any of the Registrants’ net income or cash flows from operatingactivities. In 2013, Exelon and BGE corrected the presentation of interest expense related to BGE’s financing trust of $12 million and $16million, respectively, to be presented as Interest expense to 218Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) affiliates, net on their Statements of Operations and Comprehensive Income for the year ended December 31, 2012. BGE also reclassifiedthe related Accrued expenses of $4 million to Payables to affiliates on its December 31, 2012 Balance Sheet. Similar adjustments are alsoreflected in Note 22 – Related Party Transactions. Exelon and Generation also corrected amounts disclosed within Note 22 – Related PartyTransactions to increase Purchased power and fuel from affiliates by $114 million and to increase Payables to affiliates by $20 million. In2013, Generation corrected the presentation of interest expense related to certain debt of $75 million to be presented as Interest expense toaffiliates, net on its Statement of Operations and Comprehensive Income for the year ended December 31, 2012 and within Note 22 –Related Party Transactions. Accounting for the Effects of Regulation (Exelon, ComEd, PECO and BGE) Exelon, ComEd, PECO and BGE apply the authoritative guidance for accounting for certain types of regulation, which requiresComEd, PECO and BGE to record in their consolidated financial statements the effects of cost-based rate regulation for entities withregulated operations that meet the following criteria: 1) rates are established or approved by a third-party regulator; (2) rates are designed torecover the entities’ cost of providing services or products; and (3) there is a reasonable expectation that rates are set at levels that will recoverthe entities’ costs from customers. Exelon, ComEd, PECO and BGE account for their regulated operations in accordance with regulatory andlegislative guidance from the regulatory authorities having jurisdiction, principally the ICC, the PAPUC, and the MDPSC, in the cases ofComEd, PECO and BGE, respectively, under state public utility laws and the FERC under various Federal laws. Regulatory assets andliabilities are amortized and the related expense is recognized in the Consolidated Statements of Operations consistent with the recovery orrefund included in customer rates. Exelon believes that it is probable that its currently recorded regulatory assets and liabilities will berecovered and settled, respectively, in future rates. However, Exelon, ComEd, PECO and BGE continue to evaluate their respective abilitiesto apply the authoritative guidance for accounting for certain types of regulation, including consideration of current events in their respectiveregulatory and political environments. If a separable portion of ComEd’s, PECO’s or BGE’s business was no longer able to meet the criteriadiscussed above, the affected entities would be required to eliminate from their consolidated financial statements the effects of regulation forthat portion, which could have a material impact on their results of operations and financial positions. See Note 3—Regulatory Matters foradditional information. The Registrants treat the impacts of a final rate order received after the balance sheet date but prior to the issuance of the financialstatements as a non-recognized subsequent event, as the receipt of a final rate order is a separate and distinct event that has future impactson the parties affected by the order. Revenues (Exelon, Generation, ComEd, PECO and BGE) Operating Revenues. Operating revenues are recorded as service is rendered or energy is delivered to customers. At the end of eachmonth, the Registrants accrue an estimate for the unbilled amount of energy delivered or services provided to customers. ComEd records itsbest estimates of the distribution and transmission revenue impacts resulting from changes in rates that ComEd believes are probable ofapproval by the ICC and FERC in accordance with its formula rate mechanisms. BGE records its best estimate of the transmission revenueimpact resulting from changes in rates that BGE believes are probable of approval by FERC in accordance with its formula rate mechanism.See Note 3—Regulatory Matters and Note 6—Accounts Receivable for further information. RTOs and ISOs. In RTO and ISO markets that facilitate the dispatch of energy and energy-related products, the Registrants generallyreport sales and purchases conducted on a net hourly basis in 219Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) either revenues or purchased power on their Consolidated Statements of Operations, the classification of which depends on the net hourlyactivity. In addition, capacity revenue and expense classification is based on the net sale or purchase position of the Company in the differentRTOs and ISOs. Option Contracts, Swaps and Commodity Derivatives. Certain option contracts and swap arrangements that meet the definition ofderivative instruments are recorded at fair value with subsequent changes in fair value recognized as revenue or expense. The classificationof revenue or expense is based on the intent of the transaction. For example, gas transactions may be used to hedge the sale of power. Thiswill result in the change in fair value recorded through revenue. As of the merger date, Exelon and Generation have currently elected to de-designate all of their commodity cash flow hedge positions. As ComEd receives full cost recovery for energy procurement and related costsfrom retail customers, ComEd records the fair value of its energy swap contracts with unaffiliated suppliers as well as an offsetting regulatoryasset or liability on its Consolidated Balance Sheets. Refer to Note 3—Regulatory Matters and Note 12—Derivative Financial Instruments forfurther information. Proprietary Trading Activities. Exelon and Generation account for Generation’s trading activities under the provisions of theauthoritative guidance for accounting for contracts involved in energy trading and risk management activities, which require energy revenuesand costs related to energy trading contracts to be presented on a net basis in the income statement. Commodity derivatives used for tradingpurposes are accounted for using the mark-to-market method with unrealized gains and losses recognized in operating revenues. Refer toNote 12—Derivative Financial Instruments for further information. Income Taxes (Exelon, Generation, ComEd, PECO and BGE) Deferred Federal and state income taxes are provided on all significant temporary differences between the book basis and the tax basisof assets and liabilities and for tax benefits carried forward. Investment tax credits have been deferred on the Registrants’ ConsolidatedBalance Sheets and are recognized in book income over the life of the related property. In accordance with applicable authoritative guidance,the Registrants account for uncertain income tax positions using a benefit recognition model with a two-step approach; a more-likely-than-notrecognition criterion; and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50%likely of being realized upon ultimate settlement. If it is not more-likely-than-not that the benefit of the tax position will be sustained on itstechnical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return areconsidered to have met the recognition threshold. The Registrants recognize accrued interest related to unrecognized tax benefits in interestexpense or in other income and deductions (interest income) on their Consolidated Statements of Operations. Pursuant to the IRC and relevant state taxing authorities, Exelon and its subsidiaries file consolidated or combined income tax returnsfor Federal and certain state jurisdictions where allowed or required. See Note 14—Income Taxes for further information. Taxes Directly Imposed on Revenue-Producing Transactions (Exelon, Generation, ComEd, PECO and BGE) Exelon, Generation, ComEd, PECO and BGE collect certain taxes from customers such as sales and gross receipts taxes, along withother taxes, surcharges, and fees that are levied by state or local governments on the sale or distribution of gas and electricity. Some of thesetaxes are imposed on the customer, but paid by the Registrants, while others are imposed on the Registrants. Where these taxes 220Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) are imposed on the customer, such as sales taxes, they are reported on a net basis with no impact to the Consolidated Statements ofOperations and Comprehensive Income. However, where these taxes are imposed on the Registrants, such as gross receipts taxes or othersurcharges or fees, they are reported on a gross basis. Accordingly, revenues are recognized for the taxes collected from customers along withan offsetting expense. See Note 23—Supplemental Financial Information for Generation’s, ComEd’s, PECO’s and BGE’s utility taxes thatare presented on a gross basis. Cash and Cash Equivalents (Exelon, Generation, ComEd, PECO and BGE) The Registrants consider investments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash and Investments (Exelon, Generation, ComEd, PECO and BGE) Restricted cash and investments represent funds that are restricted to satisfy designated current liabilities. As of December 31, 2013and 2012, Exelon Corporate’s restricted cash and investments primarily represented restricted funds for payment of medical, dental, visionand long-term disability benefits. Additionally, Exelon Corporate has funds restricted for merger commitments. In addition, ExelonCorporate’s investments include its direct financing lease investments. As of December 31, 2013, Generation’s restricted cash andinvestments primarily included cash at Antelope Valley required for debt service and construction and cash at Continental Wind required fordebt service and financing of operation and maintenance of the underlying entities. As of December 31, 2012, Generation’s restricted cashprimarily included cash at Antelope Valley required for debt service and construction. As of December 31, 2013 and 2012, ComEd’s restrictedcash primarily represented cash collateral held from suppliers associated with ComEd’s REC procurement contracts. As of December 31,2013, PECO’s restricted cash primarily represented funds from the sales of assets that were subject to PECO’s mortgage indenture. As ofDecember 31, 2013 and 2012, BGE’s restricted cash primarily represented funds restricted at its consolidated variable interest entity forrepayment of rate stabilization bonds. Restricted cash and investments not available to satisfy current liabilities are classified as noncurrent assets. As of December 31, 2013and 2012, Exelon’s and Generation’s NDT funds, which are designated to satisfy future decommissioning obligations, were classified asnoncurrent assets. As of December 31, 2013, Exelon, Generation, ComEd, PECO and BGE had investments in Rabbi trusts classified asnoncurrent assets. Allowance for Uncollectible Accounts (Exelon, Generation, ComEd, PECO and BGE) The allowance for uncollectible accounts reflects the Registrants’ best estimates of losses on the accounts receivable balances. ForGeneration, the allowance is based on accounts receivable aging, historical experience and other currently available information. ComEd andPECO estimate the allowance for uncollectible accounts on customer receivables by applying loss rates developed specifically for eachcompany to the outstanding receivable balance by risk segment. Risk segments represent a group of customers with similar credit qualityindicators that are computed based on various attributes, including delinquency of their balances and payment history. Loss rates applied tothe accounts receivable balances are based on historical average charge-offs as a percentage of accounts receivable in each risksegment. BGE estimates the allowance for uncollectible accounts on customer receivables by assigning reserve factors for each agingbucket. These percentages were derived from a study of billing progression which determined the reserve factors by aging bucket. ComEd,PECO and BGE customers’ accounts are generally considered delinquent if the amount billed 221Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) is not received by the time the next bill is issued, which normally occurs on a monthly basis. ComEd, PECO and BGE customer accountsare written off consistent with approved regulatory requirements. ComEd’s, PECO’s and BGE’s provisions for uncollectible accounts willcontinue to be affected by changes in volume, prices and economic conditions as well as changes in ICC, PAPUC and MDPSC regulations,respectively. See Note 3—Regulatory Matters for additional information regarding the regulatory recovery of uncollectible accounts receivableat ComEd. Variable Interest Entities (Exelon, Generation, ComEd, PECO and BGE) Exelon accounts for its investments in and arrangements with VIEs based on the authoritative guidance which includes the followingspecific requirements: • requires an entity to qualitatively assess whether it should consolidate a VIE based on whether the entity (1) has the power to directmatters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receivebenefits of the VIE that could potentially be significant to the VIE, • requires an ongoing reconsideration of this assessment instead of only upon certain triggering events, and • requires the entity that consolidates a VIE (the primary beneficiary) to present separately on the face of its balance sheet (1) theassets of the consolidated VIE, if they can be used to only settle specific obligations of the consolidated VIE, and (2) the liabilities ofa consolidated VIE for which creditors do not have recourse to the general credit of the primary beneficiary. Based on the above accounting guidance, Exelon has adopted the following policies related to variable interest entities: • Exelon has presented separately on its Consolidated Balance Sheets, to the extent material, the assets of its consolidated VIEs thatcan only be used to settle specific obligations of the consolidated VIE, and the liabilities of Exelon’s consolidated VIEs for whichcreditors do not have recourse to Exelon’s general credit. • Exelon has qualitatively assessed whether the equity holders of the entity have the power to direct matters that most significantlyimpact the entity. See Note 2—Variable Interest Entities for additional information. Inventories (Exelon, Generation, ComEd, PECO and BGE) Inventory is recorded at the lower of weighted average cost or market. Provisions are recorded for excess and obsolete inventory. Fossil Fuel. Fossil fuel inventory includes the weighted average costs of stored natural gas, propane and oil. The costs of natural gas,propane, coal and oil are generally included in inventory when purchased and charged to fuel expense when used or sold. Materials and Supplies. Materials and supplies inventory generally includes the weighted average costs of transmission, distributionand generating plant materials. Materials are generally charged to inventory when purchased and expensed or capitalized to property, plantand equipment, as appropriate, when installed or used. 222Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Emission Allowances. Emission allowances are included in inventory (for emission allowances exercisable in the current year) andother deferred debits (for emission allowances that are exercisable beyond one year) and are carried at the lower of weighted average cost ormarket and charged to fuel expense as they are used in operations. Marketable Securities (Exelon, Generation, ComEd, PECO and BGE) All marketable securities are reported at fair value. Marketable securities held in the NDT funds, certain Generation Rabbi trustinvestments and BGE’s Rabbi trust investments are classified as trading securities and all other securities are classified as available-for-salesecurities. Realized and unrealized gains and losses, net of tax, on Generation’s NDT funds associated with the former ComEd and formerPECO nuclear generating units (Regulatory Agreement Units) are included in regulatory liabilities at Exelon, ComEd and PECO and innoncurrent payables to affiliates at Generation and in noncurrent receivables from affiliates at ComEd and PECO. Realized and unrealizedgains and losses, net of tax, on Generation’s NDT funds associated with the former AmerGen nuclear generating units, the Zion generatingstation and portions of the Peach Bottom nuclear generating units not subject to a regulatory agreement (Non-Regulatory Agreement Units)are included in earnings at Exelon and Generation. Realized and unrealized gains and losses, net of tax, on certain Generation Rabbi trustinvestments and BGE’s Rabbi trust investments are included in earnings at Exelon, Generation and BGE. Unrealized gains and losses, netof tax, for Generation’s, ComEd’s and PECO’s available-for-sale securities are reported in OCI. Any decline in the fair value of ComEd’s andPECO’s available-for-sale securities below the cost basis is reviewed to determine if such decline is other-than-temporary. If the decline isdetermined to be other-than-temporary, the cost basis of the available-for-sale securities is written down to fair value as a new cost basis andthe amount of the write-down is included in earnings. See Note 15—Asset Retirement Obligations for information regarding marketablesecurities held by NDT funds and Note 23—Supplemental Financial Information for additional information regarding ComEd’s and PECO’sregulatory assets and liabilities. Property, Plant and Equipment (Exelon, Generation, ComEd, PECO and BGE) Property, plant and equipment is recorded at original cost. Original cost includes labor, materials and construction overhead. Whenappropriate, original cost also includes capitalized interest for Generation and Exelon Corporate and AFUDC for regulated property at ComEd,PECO and BGE. The cost of repairs and maintenance, including planned major maintenance activities and minor replacements of property,is charged to maintenance expense as incurred. For constructed assets, Exelon capitalizes construction-related direct labor and material costs.ComEd, PECO and BGE also capitalized indirect construction costs including labor and related costs of departments associated withsupporting construction activities. Third parties reimburse ComEd, PECO and BGE for all or a portion of expenditures for certain capital projects. Such contributions inaid of construction costs (CIAC) are recorded as a reduction to Property, Plant and Equipment. DOE SGIG funds reimbursed to PECO andBGE are accounted for as CIAC. For Generation, upon retirement, the cost of property is charged to accumulated depreciation in accordance with the composite methodof depreciation. Upon replacement of an asset, the costs to remove the asset, net of salvage, are capitalized to gross plant when incurred aspart of the cost of the newly-installed asset and recorded to depreciation expense over the life of the new asset. Removal costs, net of salvage,incurred for property that will not be replaced is charged to operating and maintenance expense as incurred. 223Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) For ComEd, PECO and BGE, upon retirement, the cost of property, net of salvage, is charged to accumulated depreciation inaccordance with the composite method of depreciation. ComEd’s and BGE’s depreciation expense includes the estimated cost of dismantlingand removing plant from service upon retirement, which is consistent with each utility’s regulatory recovery method. ComEd’s and BGE’sactual incurred removal costs are applied against a related regulatory liability. PECO’s removal costs are capitalized to accumulateddepreciation when incurred, and recorded to depreciation expense over the life of the new asset constructed consistent with PECO’sregulatory recovery method. Generation’s oil and gas exploration and production activities consist of working interests in gas producing fields. Generation accountsfor these activities under the successful efforts method of accounting. Acquisition, development and exploration costs are capitalized. Costs ofdrilling exploratory wells are initially capitalized and later charged to expense if reserves are not discovered or deemed not to be commerciallyviable. Other exploratory costs are charged to expense when incurred. See Note 7—Property, Plant and Equipment, Note 9—Jointly Owned Electric Utility Plant and Note 23—Supplemental FinancialInformation for additional information regarding property, plant and equipment. Nuclear Fuel (Exelon and Generation) The cost of nuclear fuel is capitalized within property, plant and equipment and charged to fuel expense using the unit-of-productionmethod. The estimated disposal cost of SNF is established per the Standard Waste Contract with the DOE and is expensed through fuelexpense at one mill ($0.001) per kWh of net nuclear generation. On-site SNF storage costs are being reimbursed by the DOE since a DOE(or government-owned) long-term storage facility has not been completed. See Note 22—Commitments and Contingencies for additionalinformation regarding the SNF disposal fee. Nuclear Outage Costs (Exelon and Generation) Costs associated with nuclear outages, including planned major maintenance activities, are expensed to operating and maintenanceexpense or capitalized to property, plant and equipment (based on the nature of the activities) in the period incurred. New Site Development Costs (Exelon and Generation) New site development costs represent the costs incurred in the assessment and design of new power generating facilities. Such costsare capitalized when management considers project completion to be probable, primarily based on management’s determination that theproject is economically and operationally feasible, management and/or the Exelon board of directors has approved the project and hascommitted to a plan to develop it, and Exelon and Generation have received the required regulatory approvals or management believes thereceipt of required regulatory approvals is probable. Capitalized development costs are charged to Operating and maintenance expense whenproject completion is no longer probable. At December 31, 2013 and 2012, there were no material capitalized development costs for projectsnot yet under construction included in Property, plant and equipment, net on Exelon’s and Generation’s Consolidated Balance Sheets.Approximately $10 million, $4 million and $2 million of costs were expensed by Exelon and Generation for the years ended December 31,2013, 2012, and 2011, respectively. These costs primarily related to the possible development of new renewable energy projects. 224Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Capitalized Software Costs (Exelon, Generation, ComEd, PECO and BGE) Costs incurred during the application development stage of software projects that are internally developed or purchased for operationaluse are capitalized. Such capitalized amounts are amortized ratably over the expected lives of the projects when they become operational,generally not to exceed five years. Certain other capitalized software costs are being amortized over longer lives based on the expected life orpursuant to prescribed regulatory requirements. The following table presents net unamortized capitalized software costs and amortization ofcapitalized software costs by year: Net unamortized software costs Exelon Generation ComEd PECO BGE December 31, 2013 $479 $129 $101 $71 $155 December 31, 2012 499 143 105 63 157 Amortization of capitalized software costs Exelon Generation ComEd PECO BGE 2013 $198 $67 $52 $33 $36 2012 208 81 56 30 32 2011 122 41 50 25 25 (a)Exelon activity for the year ended December 31, 2012 includes the results of Constellation and BGE for March 12, 2012—December 31, 2012. Generation activity forthe year ended December 31, 2012 includes the results of Constellation for March 12, 2012—December 31, 2012. BGE activity represents the activity for the yearsended December 31, 2012 and 2011. Depreciation, Depletion and Amortization (Exelon, Generation, ComEd, PECO and BGE) Except for the amortization of nuclear fuel, depreciation is generally recorded over the estimated service lives of property, plant andequipment on a straight-line basis using the composite method. ComEd’s and BGE’s depreciation includes a provision for estimatedremoval costs as authorized by the respective regulators. The estimated service lives for ComEd, PECO and BGE are primarily based on theaverage service lives from the most recent depreciation study for each respective company. The estimated service lives of the nuclear-fuelgenerating facilities are based on the remaining useful lives of the stations, which assume a 20-year license renewal extension of theoperating licenses (to the extent that such renewal has not yet been granted) for all of Generation’s operating nuclear generating stationsexcept for Oyster Creek. The estimated service lives of the hydroelectric generating facilities are based on the remaining useful lives of thestations, which assume a license renewal extension of the operating licenses. The estimated service lives of the fossil fuel and otherrenewable generating facilities are based on the remaining useful lives of the stations, which Generation periodically evaluates based onfeasibility assessments taking into account economic and capital requirement considerations. See Note 7—Property, Plant and Equipment for further information regarding depreciation. Depletion of oil and gas exploration and production activities is recorded using the units-of-production method over the remaining life ofthe estimated proved reserves at the field level for acquisition costs and over the remaining life of proved developed reserves at the field levelfor development costs. The estimates for gas reserves are based on internal calculations. Amortization of regulatory assets is recorded over the recovery period specified in the related legislation or regulatory agreement. Whenthe recovery or refund period is less than one year, amortization is recorded to the line item in which the deferred cost would have originallybeen recorded 225(a) (a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. With exception of income tax-related regulatoryassets, when the recovery period is more than one year, the amortization is recorded to Depreciation and amortization in the Registrants’Consolidated Statements of Operations and Comprehensive Income. For income tax related regulatory assets, amortization is generallyrecorded to Income tax expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 3—Regulatory Matters and Note 23—Supplemental Financial Information for additional information regarding Generation’snuclear fuel, Generation’s ARC and the amortization of ComEd’s, PECO’s and BGE’s regulatory assets. Asset Retirement Obligations (Exelon, Generation, ComEd, PECO and BGE) The authoritative guidance for accounting for AROs requires the recognition of a liability for a legal obligation to perform an assetretirement activity even though the timing and/or method of settlement may be conditional on a future event. To estimate itsdecommissioning obligation related to its nuclear generating stations, Generation uses a probability-weighted, discounted cash flow modelwhich, on a unit-by-unit basis, considers multiple outcome scenarios that include significant estimates and assumptions, and are based ondecommissioning cost studies, cost escalation rates, probabilistic cash flow models and discount rates. Generation generally updates itsARO annually during the third quarter, unless circumstances warrant more frequent updates, based on its review of updated cost studiesand its annual evaluation of cost escalation factors and probabilities assigned to various scenarios. Decommissioning cost studies areupdated, on a rotational basis, for each of Generation’s nuclear units at least every five years. The liabilities associated with Exelon’s non-nuclear AROs are adjusted on an ongoing rotational basis, at least once every five years. Changes to the recorded value of an ARO resultfrom the passage of new laws and regulations, revisions to either the timing or amount of estimates of undiscounted cash flows, andestimates of cost escalation factors. AROs are accreted each year to reflect the time value of money for these present value obligationsthrough a charge to operating and maintenance expense in the Consolidated Statements of Operations or, in the case of the majority ofComEd’s, PECO’s, and BGE’s accretion, through an increase to regulatory assets. See Note 15—Asset Retirement Obligations foradditional information. Capitalized Interest and AFUDC (Exelon, Generation, ComEd, PECO and BGE) During construction, Exelon and Generation capitalize the costs of debt funds used to finance non-regulated construction projects.Capitalization of debt funds is recorded as a charge to construction work in progress and as a non-cash credit to interest expense. Exelon, ComEd, PECO and BGE apply the authoritative guidance for accounting for certain types of regulation to calculate AFUDC,which is the cost, during the period of construction, of debt and equity funds used to finance construction projects for regulated operations.AFUDC is recorded to construction work in progress and as a non-cash credit to AFUDC that is included in interest expense for debt-relatedfunds and other income and deductions for equity-related funds. The rates used for capitalizing AFUDC are computed under a methodprescribed by regulatory authorities. 226Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table summarizes total incurred interest, capitalized interest and credits to AFUDC by year: Exelon Generation ComEd PECO BGE 2013 Total incurred interest $1,423 $411 $584 $117 $129 Capitalized interest 54 54 — — — Credits to AFUDC debt and equity 35 — 16 6 13 2012 Total incurred interest $1,003 $368 $310 $125 $149 Capitalized interest 67 67 — — — Credits to AFUDC debt and equity 25 — 9 6 15 2011 Total incurred interest $783 $219 $349 $138 $136 Capitalized interest 49 49 — — — Credits to AFUDC debt and equity 25 — 12 13 22 (a)Exelon activity for the year ended December 31, 2012 includes the results of Constellation and BGE for March 12, 2012—December 31, 2012. Generation activity forthe year ended December 31, 2012 includes the results of Constellation for March 12, 2012—December 31, 2012. BGE activity represents the activity for the yearsended December 31, 2012, 2011 and 2010.(b)Includes interest expense to affiliates. Guarantees (Exelon, Generation, ComEd, PECO and BGE) The Registrants recognize, at the inception of a guarantee, a liability for the fair market value of the obligations they have undertaken inissuing the guarantee, including the ongoing obligation to perform over the term of the guarantee in the event that the specified triggeringevents or conditions occur. The liability that is initially recognized at the inception of the guarantee is reduced as the Registrants are released from risk under theguarantee. Depending on the nature of the guarantee, the release from risk of the Registrant may be recognized only upon the expiration orsettlement of the guarantee or by a systematic and rational amortization method over the term of the guarantee. See Note 22—Commitments and Contingencies for additional information. Asset Impairments (Exelon, Generation, ComEd, PECO and BGE) Long-Lived Assets. The Registrants evaluate the carrying value of their long-lived assets or asset groups, excluding goodwill, whencircumstances indicate the carrying value of those assets may not be recoverable. The Registrants determine if long-lived assets and assetgroups are impaired by comparing their undiscounted expected future cash flows to their carrying value. Cash flows for long-lived assets andasset groups are determined at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets andliabilities. Cash flows from Generation plant assets are generally evaluated at a regional portfolio level along with cash flows generated fromGeneration’s supply and risk management activities, including cash flows from contracts that are recorded as intangible contract assets andliabilities on the balance sheet. In certain cases generation assets may be evaluated on an individual basis where those assets are contractedon a long-term basis with a third party and operations are independent of other generation assets (typically contracted renewables). Impairment may occur when the carrying value of the asset or asset group exceeds the future undiscounted cash flows. When theundiscounted cash flow analysis indicates a long-lived asset or 227 (a)(a) (a)(b)(b)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. Conditions that could have an adverse impact on the expected future cash flows and the fair value of the long-lived assets and assetgroups include, among other factors, a deteriorating business climate, including energy prices and market conditions, revisions to regulatorylaws, or plans to dispose of a long-lived asset significantly before the end of its useful life. See Note 8—Impairment of Long-Lived Assets foradditional information. Goodwill. Goodwill represents the excess of the purchase price paid over the estimated fair value of the assets acquired and liabilitiesassumed in the acquisition of a business. Goodwill is not amortized, but is tested for impairment at least annually or on an interim basis ifan event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.See Note 10—Intangible Assets for additional information regarding Exelon’s and ComEd’s goodwill. Equity Method Investments. Exelon and Generation regularly monitor and evaluate equity method investments to determinewhether they are impaired. An impairment is recorded when the investment has experienced a decline in value that is not temporary innature. Additionally, if the project in which Generation holds an investment recognizes an impairment loss, Exelon and Generation wouldrecord their proportionate share of that impairment loss and evaluate the investment for an other than temporary decline in value. Direct Financing Lease Investments. Direct financing lease investments represent the estimated residual values of leased coal-firedplants in Georgia and Texas. Exelon reviews the estimated residual values of its direct financing lease investments and records animpairment charge if the review indicates an other than temporary decline in the fair value of the residual values below their carrying values.See Note 8—Impairment of Long-Lived Assets for additional information. Derivative Financial Instruments (Exelon, Generation, ComEd, PECO and BGE) All derivatives are recognized on the balance sheet at their fair value unless they qualify for certain exceptions, including the normalpurchases and normal sales exception. Additionally, derivatives that qualify and are designated for hedge accounting are classified as eitherhedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge) or hedges of a forecastedtransaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For fair valuehedges, changes in fair values for both the derivative and the underlying hedged exposure are recognized in earnings each period. For cashflow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in the cost or value of the underlying exposure isdeferred in accumulated OCI and later reclassified into earnings when the underlying transaction occurs. Gains and losses from theineffective portion of any hedge are recognized in earnings immediately. For derivative contracts intended to serve as economic hedges andthat are not designated or do not qualify for hedge accounting or the normal purchases and normal sales exception, changes in the fair valueof the derivatives are recognized in earnings each period. Amounts classified in earnings are included in revenue, purchased power and fuel,interest expense or other, net on the Consolidated Statement of Operations based on the activity the transaction is economically hedging. Forenergy-related derivatives entered into for proprietary trading purposes, which are subject to Exelon’s Risk Management Policy, changes inthe fair value of the derivatives are recognized in earnings each period. All amounts classified in earnings related to proprietary trading are 228Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) included in revenue on the Consolidated Statement of Operations. Cash inflows and outflows related to derivative instruments are includedas a component of operating, investing or financing cash flows in the Consolidated Statements of Cash Flows, depending on the nature ofeach transaction. For commodity derivative contracts, effective with the date of the merger with Constellation, Generation no longer utilizes the electionprovided for by the cash flow hedge designation and de-designated all of its existing cash flow hedges prior to the merger. Because theunderlying forecasted transactions remain probable, the fair value of the effective portion of these cash flow hedges was frozen inaccumulated OCI and will be reclassified to results of operations when the forecasted purchase or sale of the energy commodity occurs, orbecomes probable of not occurring. None of Constellation’s designated cash flow hedges for commodity transactions prior to the merger werere-designated as cash flow hedges. The effect of this decision is that all derivatives executed to hedge economic risk for commodities arerecorded at fair value with changes in fair value recognized through earnings for the combined company. As part of Generation’s energy marketing business, Generation enters into contracts to buy and sell energy to meet the requirementsof its customers. These contracts include short-term and long-term commitments to purchase and sell energy and energy-related products inthe energy markets with the intent and ability to deliver or take delivery of the underlying physical commodity. Normal purchases and normalsales are contracts where physical delivery is probable, quantities are expected to be used or sold in the normal course of business over areasonable period of time and will not be financially settled. Revenues and expenses on derivative contracts that qualify, and are designated,as normal purchases and normal sales are recognized when the underlying physical transaction is completed. While these contracts areconsidered derivative financial instruments, they are not required to be recorded at fair value, but rather are recorded on an accrual basis ofaccounting. See Note 12—Derivative Financial Instruments for additional information. Retirement Benefits (Exelon, Generation, ComEd, PECO and BGE) Exelon sponsors defined benefit pension plans and other postretirement benefit plans for essentially all Generation, ComEd, PECO,BGE and BSC employees. Effective March 12, 2012, Exelon became the sponsor of all of Constellation’s defined benefit pension and otherpostretirement benefit plans and defined contribution savings plans. The measurement of the plan obligations and costs of providing benefits under these plans involve various factors, including numerousassumptions and accounting elections. The assumptions are reviewed annually and at any interim remeasurement of the plan obligations.The impact of assumption changes or experience different from that assumed on pension and other postretirement benefit obligations isrecognized over time rather than immediately recognized in the income statement. Gains or losses in excess of the greater of ten percent ofthe projected benefit obligation or the MRV of plan assets are amortized over the expected average remaining service period of planparticipants. See Note 16—Retirement Benefits for additional discussion of Exelon’s accounting for retirement benefits. Equity Investment Earnings (Losses) of Unconsolidated Affiliates (Exelon and Generation) Exelon and Generation include equity in earnings from equity method investments in qualifying facilities, power projects and jointventures, including Generation’s 50.01% interest in CENG, in equity in earnings (losses) of unconsolidated affiliates. Equity in earnings(losses) of unconsolidated affiliates also includes any adjustments to amortize the difference, if any, except for goodwill and land, between 229Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) their cost in an equity method investment and the underlying equity in net assets of the investee at the date of investment. See Note 5—Investment in CENG and Note 25—Related Party Transactions for additional discussion of Exelon’s and Generation’s investment inCENG. Exelon and Generation continuously monitor for issues that potentially could impact future profitability of these equity methodinvestments and which could result in the recognition of an impairment loss if such investment experiences an other than temporary declinein value. New Accounting Pronouncements (Exelon, Generation, ComEd, PECO and BGE) Exelon has identified the following new accounting pronouncements that have been recently adopted or issued that may affect theRegistrants. Presentation of Items Reclassified out of Accumulated Other Comprehensive Income In February 2013, the FASB issued authoritative guidance requiring entities to present either in the notes or parenthetically on the faceof the financial statements, reclassifications from each component of accumulated other comprehensive income and the affected incomestatement line items. Entities only need to disclose the affected income statement line item for components reclassified to net income in theirentirety; otherwise, a cross-reference to the related note should be provided. This guidance was effective for the Registrants for periodsbeginning after December 15, 2012 and was required to be applied prospectively. As this guidance provides only disclosure requirements, theadoption of this standard did not impact the Registrants’ results of operations, cash flows or financial positions. See Note 21—Changes inAccumulated Other Comprehensive Income for the new disclosures. Disclosures About Offsetting Assets and Liabilities In December 2011 (and amended in January 2013), the FASB issued authoritative guidance requiring entities to disclose both grossand net information about recognized derivative instruments, including bifurcated embedded derivatives, repurchase and reverse repurchaseagreements, and securities borrowing or lending transactions that are offset on the balance sheet or subject to an enforceable master nettingarrangement or similar agreement, irrespective of whether they are offset on the balance sheet. The guidance was effective for theRegistrants for periods beginning on or after January 1, 2013 and was required to be applied retrospectively. This guidance is primarilyapplicable to certain derivative transactions for Exelon and Generation. As this guidance provides only disclosure requirements, the adoptionof this standard did not impact the Registrants’ results of operations, cash flows or financial positions. See Note 12—Derivative FinancialInstruments for the new disclosures. Inclusion of the Fed Funds Effective Swap Rate as a Benchmark Interest Rate for Hedge Accounting Purposes In July 2013, the FASB issued authoritative guidance permitting entities to designate the Fed Funds Effective Swap Rate as a U.S.benchmark interest rate for hedge accounting purposes. Prior to the issuance of this guidance, only interest rates on direct treasuryobligations of the U.S. government and the LIBOR swap rate were considered benchmark interest rates in the U.S. This guidance waseffective immediately and can be applied prospectively for qualifying new or redesignated hedging relationships entered into on or afterJuly 17, 2013. Currently, the Registrants do not use the Fed Funds Effective Swap Rate as a benchmark interest rate, but may in the future. 230Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following recently issued accounting standard is not yet required to be reflected in the combined financial statements of theRegistrants. Presentation of Unrecognized Tax Benefits When Net Operating Loss Carryforwards, Similar Tax Losses or Tax CreditCarryforwards Exist In July 2013, the FASB issued authoritative guidance requiring entities to present unrecognized tax benefits as a reduction to deferredtax assets for losses or other tax carryforwards that would be available to offset the uncertain tax positions at the reporting date. Currently, theRegistrants present their unrecognized tax benefits as liabilities on a gross basis unless an unrecognized tax benefit is directly associatedwith a tax position taken in a tax year that results in the recognition of a net operating loss or other tax carryforward for that year. Thisguidance is effective for the Registrants for periods beginning after December 15, 2013 and is required to be applied prospectively, withretroactive application permitted. The Registrants will not retroactively adopt this guidance. This guidance is currently not expected to have animpact on the Registrants upon adoption with the exception of Exelon and Generation in which approximately $11 million of unrecognizedtax benefits will be offset against current deferred income assets. The adoption of this standard will not impact the Registrants’ results ofoperations. 2. Variable Interest Entities (Exelon, Generation, ComEd, PECO and BGE) Under the applicable authoritative guidance, a VIE is a legal entity that possesses any of the following characteristics: an insufficientamount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (orhave voting rights that are disproportionate to their ownership interest), or equity owners who do not have the obligation to absorb expectedlosses or the right to receive the expected residual returns of the entity. Companies are required to consolidate a VIE if they are its primarybeneficiary, which is the enterprise that has the power to direct the activities that most significantly impact the entity’s economic performance. At December 31, 2013 and 2012, the Exelon, Generation, and BGE consolidated four and five VIEs or VIE groups, respectively, forwhich the applicable Registrant was the primary beneficiary. As of December 31, 2013, the Registrants had one VIE for which theRegistrants were the primary beneficiary, however, the VIE is immaterial and was not included in the consolidated financial statements or inthe consolidated VIE table below. As of December 31, 2013 and 2012, the Registrants had significant interests in eight and nine other VIEsfor which the Registrants do not have the power to direct the entities’ activities, respectively, and accordingly, were not the primarybeneficiary. 231Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Consolidated Variable Interest Entities The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Registrants’ consolidatedfinancial statements at December 31, 2013 and 2012 are as follows: December 31, 2013 December 31, 2012 Exelon Generation BGE Exelon Generation BGE Current assets $484 $446 $28 $550 $519 $30 Noncurrent assets 1,905 1,884 3 1,719 1,680 — Total assets $2,389 $2,330 $31 $2,269 $2,199 $30 Current liabilities $566 $481 $74 $684 $612 $71 Noncurrent liabilities 774 562 195 775 470 265 Total liabilities $1,340 $1,043 $269 $1,459 $1,082 $336 (a)Includes certain purchase accounting adjustments not pushed down to the BGE standalone entity.(b)Includes total assets of $146 million and total liabilities of $42 million as of December 31, 2012 related to a retail supply company that is not a consolidated VIE as ofDecember 31, 2013. See additional information below. Except as specifically noted below, the assets in the table above are restricted for settlement of the VIE obligations and the liabilities inthe preceding table can only be settled using VIE resources. RSB BondCo LLC. In 2007, BGE formed RSB BondCo LLC (BondCo), a special purpose bankruptcy remote limited liabilitycompany, to acquire and hold rate stabilization property and to issue and service bonds secured by the rate stabilization property. In June2007, BondCo purchased rate stabilization property from BGE, including the right to assess, collect, and receive non-bypassable ratestabilization charges payable by all residential electric customers of BGE. These charges are being assessed in order to recover previouslyincurred power purchase costs that BGE deferred pursuant to Senate Bill 1. BGE has determined that BondCo is a VIE for which it is theprimary beneficiary. As a result, BGE consolidates BondCo. BondCo’s assets are restricted and can only be used to settle the obligations of BondCo. Further, BGE is required to remit all paymentsit receives from customers for rate stabilization charges to BondCo. During 2013, 2012, and 2011, BGE remitted $83 million, $85 million,and $92 million, respectively, to BondCo. BGE did not provide any additional financial support to BondCo during 2013. Further, BGE does not have any contractualcommitments or obligations to provide additional financial support to BondCo unless additional rate stabilization bonds are issued. TheBondCo creditors do not have any recourse to the general credit of BGE in the event the rate stabilization charges are not sufficient to coverthe bond principal and interest payments of BondCo. Retail Gas Group. During 2009, Constellation formed two new entities, which now are part of Generation, and combined them withits existing retail gas activities into a retail gas entity group for the purpose of entering into a collateralized gas supply agreement with a third-party gas supplier. While Generation owns 100% of these entities, it has been determined that the retail gas entity group is a VIE becausethere is not sufficient equity to fund the group’s activities without the additional credit support that is provided in the form of a parentalguarantee. Generation is the primary beneficiary of the retail gas entity group; accordingly, Generation consolidates the retail gas entity groupas a VIE. 232(a)(a)(b) (b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The third-party gas supply arrangement is collateralized as follows: • The assets of the retail gas entity group must be used to settle obligations under the third-party gas supply agreement before it canmake any distributions to Generation, • The third-party gas supplier has a collateral interest in all of the assets and equity of the retail gas entity group, and • As of December 31, 2013 Exelon provided a $75 million parental guarantee to the third-party gas supplier in support of the retailgas entity group. Other than credit support provided by the parental guarantee, Exelon or Generation do not have any contractual or other obligations toprovide additional financial support under the collateralized third-party gas supply agreement. The third-party gas supply creditors do not haveany recourse to Exelon’s or Generation’s general credit other than the parental guarantee. Solar Project Entity Group. In 2011, Constellation formed a group of solar project limited liability companies to build, own, andoperate solar power facilities, which are now part of Generation. Additionally, on September 30, 2011, Generation acquired all of the equityinterests in Antelope Valley Solar Ranch One (Antelope Valley) from First Solar, Inc., a 230-MW solar PV project under construction innorthern Los Angeles County, California. While Generation owns 100% of these entities, it has been determined that certain of the individualsolar project entities are VIEs because the entities require additional subordinated financial support in the form of a parental guarantee of debt,loans from the customers in order to obtain the necessary funds for construction of the solar facilities, or the customers absorb pricevariability from the entities through the fixed price power and/or REC purchase agreements. Generation is the primary beneficiary of thesolar project entities that qualify as VIEs because Generation controls the design, construction, and operation of the solar power facilities.Generation provides capital funding to these solar VIE entities for ongoing construction of the solar power facilities. In addition, these solarVIE entities have an aggregate amount of outstanding debt with third parties of $536 million, as of December 31, 2013, for which thecreditors have no recourse to Generation, however there is limited recourse to Generation with respect to remaining equity contributionsnecessary to complete the Antelope Valley project. For additional information on these project-specific financing arrangements refer to Note 13—Debt and Credit Agreements. Retail Power Supply Entity. In August 2013, Generation executed an agreement to terminate its energy supply contract with a retailpower supply company that was previously a consolidated VIE. Generation did not have an ownership interest in the entity, but was theprimary beneficiary through the energy supply contract. As a result of the termination, Generation no longer has a variable interest in theretail power supply company and ceased consolidation of the entity during the third quarter of 2013. Upon deconsolidation, there was no gainor loss recognized. The assets, liabilities, and non-controlling interest were removed from Exelon’s and Generation’s balance sheet and thechange in non-controlling interest is also reflected on the Statement of Changes in Shareholders’ Equity and the Statement of Changes inMember’s Equity for Exelon and Generation, respectively. Wind Project Entity Group. Generation owns and operates a number of wind project limited liability entities, the majority of whichwere acquired on December 9, 2010 when Generation completed the acquisition of all of the equity interests of John Deere Renewables,LLC (now known as Exelon Wind). Generation has evaluated the significant agreements and ownership structures and risks of each of itswind projects and underlying entities, and determined that certain of the entities are VIEs because either the projects have non-controllinginterest holders that absorb variability from the wind projects, or the customers absorb price variability from the entities through the fixed pricepower and/or REC purchase agreements. Generation is the primary beneficiary of the wind project entities that 233Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) qualify as VIEs because Generation controls the design, construction, and operation of the wind power facilities. While Generation owns100% of the majority of the wind project entities, 10 of the projects have non-controlling equity interests held by third parties, that currentlyrange between 1% and 6%. Of these 10 projects, Generation’s current economic interests in nine of the projects are significantly greater thanits stated contractual governance rights and all of these projects have reversionary interest provisions that provide the non-controlling interestholder with a purchase option, certain of which are considered bargain purchase prices, which, if exercised, transfers ownership of theprojects to the non-controlling interest holder upon either the passage of time or the achievement of targeted financial returns. The ownershipagreements with the non-controlling interests state that Generation is to provide financial support to the projects in proportion to its currenteconomic interests in the projects that currently range between 94% and 99%. However, no additional support to these projects beyond whatwas contractually required has been provided during 2013. As of December 31, 2013, the carrying amount of the assets and liabilities thatare consolidated as a result of Generation being the primary beneficiary of the wind VIE entities primarily relate to the wind generatingassets, PPA intangible assets and working capital amounts. As of December 31, 2013 and 2012, ComEd and PECO did not have any consolidated VIEs. Unconsolidated Variable Interest Entities Exelon’s and Generation’s variable interests in unconsolidated VIEs generally include three transaction types: (1) equity investments,(2) energy purchase and sale contracts, and (3) fuel purchase commitments. For the equity investments, the carrying amount of theinvestments is reflected on their Consolidated Balance Sheets in Investments in affiliates. For the energy purchase and sale contracts andthe fuel purchase commitments (commercial agreements), the carrying amount of assets and liabilities in Exelon’s and Generation’sConsolidated Balance Sheets that relate to their involvement with the VIEs are predominately related to working capital accounts andgenerally represent the amounts owed by, or owed to, Exelon and Generation for the deliveries associated with the current billing cyclesunder the commercial agreements. Further, Exelon and Generation have not provided material debt or equity support, liquidity arrangementsor performance guarantees associated with these commercial agreements. As of December 31, 2013 and 2012, Exelon and Generation had significant unconsolidated variable interests in eight and nine,respectively, VIEs for which they were not the primary beneficiary; including certain equity investments and certain commercial agreements.The change in the number of unconsolidated variable interests is driven by the completion of certain obligations which cause the entities tono longer be unconsolidated variable interests offset by the addition of an equity investment in a residential solar provider. The followingtables present summary information about the significant unconsolidated VIE entities: December 31, 2013 CommercialAgreementVIEs EquityInvestmentVIEs Total Total assets $128 $332 $460 Total liabilities 17 123 140 Registrants’ ownership interest — 86 86 Other ownership interests 111 123 234 Registrants’ maximum exposure to loss: Carrying amount of equity investments 7 67 74 Contract intangible asset 9 — 9 Debt and payment guarantees — 5 5 Net assets pledged for Zion Station decommissioning 44 — 44 234(a)(a)(a)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) December 31, 2012 CommercialAgreementVIEs EquityInvestmentVIEs Total Total assets $386 $354 $740 Total liabilities 219 114 333 Registrants’ ownership interest — 97 97 Other ownership interests 167 143 310 Registrants’ maximum exposure to loss: Letters of credit 5 — 5 Carrying amount of equity investments — 77 77 Contract intangible asset 8 — 8 Debt and payment guarantees — 5 5 Net assets pledged for Zion Station decommissioning 50 — 50 (a)These items represent amounts on the unconsolidated VIE balance sheets, not on Exelon’s or Generation’s Consolidated Balance Sheets. These items are included toprovide information regarding the relative size of the unconsolidated VIEs.(b)These items represent amounts on Exelon’s and Generation’s Consolidated Balance Sheets related to the asset sale agreement with ZionSolutions, LLC. The netassets pledged for Zion Station decommissioning includes gross pledged assets of $458 million and $614 million as of December 31, 2013 and December 31, 2012,respectively; offset by payables to ZionSolutions LLC of $414 million and $564 million as of December 31, 2013 and December 31, 2012, respectively. These items areincluded to provide information regarding the relative size of the ZionSolutions LLC unconsolidated VIE. See Note 15—Asset Retirement Obligations for furtherdiscussion. For each unconsolidated VIE, Exelon and Generation assess the risk of a loss equal to their maximum exposure to be remote and,accordingly Exelon and Generation have not recognized a liability associated with any portion of the maximum exposure to loss. In addition,there are no agreements with, or commitments by, third parties that would materially affect the fair value or risk of their variable interests inthese variable interest entities. Energy Purchase and Sale Agreements. In March 2005, Constellation, to which Generation is now a successor, closed atransaction in which Generation assumed from a counterparty two power sales contracts with previously existing VIEs. The VIEs previouslywere created by the counterparty to issue debt in order to monetize the value of the original contracts to purchase and sell power. Under thepower sales contracts, Generation sold power to the VIEs which, in turn, sold that power to an electric distribution utility through 2013. Inconnection with this transaction, a third-party acquired the equity of the VIEs and Generation loaned that party a portion of the purchase price.If the electric distribution utility were to default under its obligation to buy power from the VIEs, the equity holder could transfer its equityinterests to Generation in lieu of repaying the loan. In this event, Generation would have the right to seek recovery of its losses from theelectric distribution utility. As a result, Generation has concluded that consolidation was not required. During 2013, the third-party repaid theirobligations of the loan with Generation which caused the entities to no longer be unconsolidated VIEs. ZionSolutions. Generation has an asset sale agreement with EnergySolutions, Inc. and certain of its subsidiaries, includingZionSolutions, LLC (ZionSolutions), which is further discussed in Note 15—Asset Retirement Obligations. Under this agreement,ZionSolutions can put the assets and liabilities back to Generation when decommissioning is complete. Generation has evaluated thisagreement and determined that, through the put option, it has a variable interest in ZionSolutions but is not the primary beneficiary. As aresult, Generation has concluded that consolidation is not required. Other than the asset sale agreement, Exelon or Generation do not haveany contractual or other obligations to provide additional financial support and ZionSolutions’ creditors do not have any recourse to Exelon’sor Generation’s general credit. 235(a)(a)(a)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Fuel Purchase Commitments. Generation’s customer supply operations include the physical delivery and marketing of powerobtained through its generating capacity, and long-, intermediate- and short-term contracts. Generation also has contracts to purchase fuelsupplies for nuclear and fossil generation. These contracts and Generation’s membership in NEIL are discussed in further detail in Note 22—Commitments and Contingencies. Generation has evaluated these contracts and its membership with NEIL and determined that it eitherhas no variable interest in an entity or, where Generation does have a variable interest in an entity, the variable interest is not significant andit is not the primary beneficiary; therefore, consolidation is not required. For contracts where Generation has a variable interest, the level of variability being absorbed through the contracts is not consideredsignificant because of the small proportion of the entities’ activities encompassed by the contracts with Generation. Further, Generation hasconsidered which interest holder has the power to direct the activities that most significantly affect the economic performance of the VIE andthus is considered the primary beneficiary and is required to consolidate the entity. The primary beneficiary must also have exposure tosignificant losses or the right to receive significant benefits from the VIE. In general, the most significant activity of the VIEs is the operationand maintenance of the facilities. Facilities represent power plants, sources of uranium and fossil fuels, or plants used in the uraniumconversion, enrichment and fabrication process. Generation does not have control over the operation and maintenance of the facilitiesconsidered VIEs, and it does not bear operational risk of the facilities. Furthermore, Generation has no debt or equity investments in theentities and Generation does not provide any other financial support through liquidity arrangements, guarantees or other commitments otherthan purchase commitments described in Note 22—Commitments and Contingencies. Upon consideration of these factors, Generationdoes not consider itself to have significant variable interests in these entities or be the primary beneficiary of these VIEs and, accordingly, hasdetermined that consolidation is not required. Investment in Energy Development Projects. Generation has several equity investments in energy generating facilities.Generation has evaluated the significant agreements, ownership structures and risks of each of its equity investments, and determined thatcertain of the entities are VIEs because Generation guarantees the debt of the entity, provides equity support, or provides operating services tothe entity. Generation has reviewed the entities and has determined that Generation is not the primary beneficiary of the entities that qualifyas VIEs because Generation does not have the power to direct the activities of the VIEs that most significantly impact the VIEs economicperformance. Residential Solar Provider. Generation has an equity investment in a residential solar provider. Generation has evaluated thesignificant agreements, ownership structure and risks of the entity, and determined that the entity is a VIE because it does not have sufficientequity at risk to fund its operations. Generation has determined that its equity investment in the entity is a variable interest. However,Generation has concluded that we are not the primary beneficiary because Generation does not have the power to direct the activities of theVIE that most significantly impact the entity’s economic performance. Exelon or Generation do not have any contractual or other obligationsto provide additional financial support and the residential solar provider’s creditors do not have any recourse to Exelon’s or Generation’sgeneral credit. ComEd, PECO and BGE ComEd’s, PECO’s, and BGE’s retail operations frequently include the purchase of electricity and RECs through procurement contractsof varying durations. See Note 3—Regulatory Matters and Note 22—Commitments and Contingencies for additional information on thesecontracts. ComEd, PECO 236Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) and BGE have evaluated these types of contracts and have historically determined that either there is no significant variable interest in theentity, or where either ComEd, PECO or BGE does have a significant variable interest in a VIE, ComEd, PECO or BGE would not be theprimary beneficiary and, therefore, consolidation would not be required. For contracts where ComEd, PECO or BGE is considered to have a significant variable interest, consideration is given to whichinterest holder has the power to direct the activities that most significantly affect the economic performance of the VIE. In general, the mostsignificant activity of the VIEs is the operation and maintenance of their production or procurement processes related to electricity, RECs,AECs or natural gas. ComEd, PECO and BGE do not have control over the operation and maintenance of the entities and they do not bearoperational risk related to the associated activities. Generally, the carrying amounts of assets and liabilities in ComEd’s, PECO’s, andBGE’s Consolidated Balance Sheets that relate to their involvement with VIEs as a result of commercial arrangements represent theamounts owed by the utilities for the purchases associated with the current billing cycles under the contracts. As of December 31, 2013, thetotal amount of accounts payable owed by the utilities under agreements with these VIEs was not material. In addition, variability from thesecontracts is mitigated by the fact that the utilities are able to recover costs incurred under purchase agreements through customer rates.Furthermore, ComEd, PECO and BGE do not have any debt or equity investments in these VIEs and do not provide any other financialsupport through liquidity arrangements, guarantees or other commitments other than purchase commitments described in Note 22—Commitments and Contingencies. Accordingly, none of ComEd, PECO or BGE considers itself to be the primary beneficiary of any VIEsas a result of commercial arrangements. The financing trust of ComEd, ComEd Financing III, the financing trusts of PECO, PECO Trust III and PECO Trust IV, and thefinancing trust of BGE, BGE Capital Trust II are not consolidated in Exelon’s, ComEd’s, PECO’s or BGE’s financial statements. Thesefinancing trusts were created to issue mandatorily redeemable trust preferred securities. ComEd, PECO, and BGE have concluded that theydo not have a significant variable interest in ComEd Financing III, PECO Trust III, PECO Trust IV or BGE Capital Trust II as each Registrantfinanced its equity interest in the financing trusts through the issuance of subordinated debt and, therefore, has no equity at risk. See Note 13—Debt and Credit Agreements for additional information. 3. Regulatory Matters (Exelon, Generation, ComEd, PECO and BGE) The following matters below discuss the current status of material regulatory and legislative proceedings of the Registrants. Illinois Regulatory Matters Energy Infrastructure Modernization Act (Exelon and ComEd). Background Since 2011, ComEd’s distribution rates are established through a performance-based rate formula, pursuant to EIMA. EIMA alsoprovides a structure for substantial capital investment by utilities over a ten-year period to modernize Illinois’ electric utility infrastructure.Participating utilities are required to file an annual update to the performance-based formula rate tariff on or before May 1, with resulting rateseffective in January of the following year. This annual formula rate update is based on prior year actual costs and current year projected capitaladditions. The update also reconciles any differences between the revenue requirement(s) in effect for the prior year and actual costs incurredfor that year. Throughout each year, ComEd records regulatory assets or regulatory liabilities and 237Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) corresponding increases or decreases to operating revenues for any differences between the revenue requirement(s) in effect and ComEd’sbest estimate of the revenue requirement expected to be approved by the ICC for that year’s reconciliation. As of December 31, 2013, andDecember 31, 2012, ComEd had a net regulatory asset associated with the distribution formula rate of $463 million and $209 million,respectively. Formula Rate Tariff On November 8, 2011, ComEd filed its initial formula rate tariff and associated testimony based on 2010 costs and 2011 plant additions.The primary purpose of that proceeding was to establish the formula rate under which rates will be calculated going-forward, and the initialrates, which went into effect in late June 2012. On May 29, 2012, the ICC issued an Order (May Order) in that proceeding. The May Orderreduced the annual revenue requirement by $168 million, or approximately $110 million more than the proposed reduction by ComEd. Ofthis incremental revenue requirement reduction, approximately $50 million reflected the ICC’s determination that certain costs should berecovered through alternative rate recovery tariffs available to ComEd or will be reflected in a subsequent annual reconciliation, therebyprimarily delaying the timing of cash flows. The incremental revenue reduction also reflected a $35 million reduction for the disallowance ofreturn on ComEd’s pension asset, a $10 million reduction for incentive compensation related adjustments, and $15 million of reductions forvarious adjustments for cash working capital, operating reserves, and other technical items. In the second quarter of 2012, ComEd recordeda decrease in revenue of approximately $100 million pre-tax to decrease the regulatory asset for 2011 and for the first three months of 2012consistent with the terms of the May Order. On June 22, 2012, the ICC granted an expedited rehearing on three of the issues decided in the May Order. On October 3, 2012, theICC issued its final order (Rehearing Order) in that rehearing, adopting ComEd’s position on the return on its pension asset, resulting in anincrease in the annual revenue requirement. For the two other issues, the ICC ruled against ComEd by reaffirming use of an average ratherthan year-end rate base in the annual reconciliation and amending its prior order to provide a short-term debt rate to apply to the annualreconciliation. In the fourth quarter of 2012, ComEd recorded an increase in revenue of approximately $135 million pre-tax consistent withthe terms of the Rehearing Order, of which $75 million pre-tax reflects the reinstatement of the return on pension asset for 2011 and $60million pre-tax reflects the return on pension asset for 2012. New rates reflecting the impacts of the Rehearing Order went into effect inNovember 2012. ComEd has filed an appeal with the Illinois Appellate Court. ComEd cannot predict the results of any such appeals. In March 2013, the Illinois legislature passed Senate Bill 9 to clarify the intent of EIMA on the three issues decided in the RehearingOrder: an allowed return on ComEd’s pension asset; the use of year-end rather than average rate base and capital structure in the annualreconciliation; and the use of ComEd’s weighted average cost of capital interest rate rather than a short-term debt rate to apply to the annualreconciliation. On May 22, 2013, Senate Bill 9 became effective after the Illinois legislature overrode the Governor’s veto of that Bill. OnJune 5, 2013, the ICC approved ComEd’s updated distribution formula rate structure to reflect the impacts of Senate Bill 9. In October 2013, the ICC opened an investigation (the Investigation), in response to a complaint filed by the Illinois Attorney General, tochange the formula rate structure by requesting three changes: the elimination of the income tax gross-up on the weighted average cost ofcapital used to calculate interest on the annual reconciliation balance, the netting of associated accumulated deferred income taxes against theannual reconciliation balance in calculating interest, and the use of average rather than year-end rate base for determining any ROE collaradjustment. On November 26, 2013, the ICC 238Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) issued its final order in the Investigation, rejecting two of the proposed changes but accepting the proposed change to eliminate the incometax gross-up on the weighted average cost of capital used to calculate interest on the annual reconciliation balance. The accepted changebecame effective in January 2014, and is estimated to reduce ComEd’s 2014 revenue by approximately $8 million. This change had nofinancial statement impact on ComEd in 2013. ComEd and intervenors requested rehearing, however all rehearing requests were denied bythe ICC. ComEd and intervenors have filed appeals with the Illinois Appellate Court. ComEd cannot predict the results of any such appeals. Annual Reconciliation 2012 Filing. On April 30, 2012, ComEd filed its annual distribution formula rate. On December 20, 2012, the ICC, issued its finalorder, which increased the revenue requirement by $73 million, in conformity with the formula rate structure provided in the May 2012 andRehearing Orders. The $73 million reflected an increase of $80 million for the initial revenue requirement for 2012 and a decrease of $7million for the annual reconciliation for 2011. The rate increase was set using an allowed return on capital of 7.54% (inclusive of an allowedreturn on common equity of 9.81%). The rates took effect in January 2013. ComEd and intervenors requested a rehearing on specific issues,which was denied by the ICC. ComEd and intervenors also filed appeals with the Illinois Appellate Court. ComEd cannot predict the resultsof any such appeals. On May 30, 2013, ComEd updated its revenue requirement allowed in the December 2012 Order to reflect the impacts of Senate Bill9, which resulted in a reduction to the current revenue requirement in effect of $14 million. The rates took effect in July 2013. 2013 Filing. On April 29, 2013, ComEd filed its annual distribution formula rate, which was updated in August 2013, to request a totalincrease to the revenue requirement of $353 million of which approximately $42 million related to Senate Bill 9. On December 19, 2013,the ICC issued its final order which increased the revenue requirement by $341 million, reflecting an increase of $160 million for the initialrevenue requirement for 2013 and an increase of $181 million for the annual reconciliation for 2012. The rate increase was set using anallowed return on capital of 6.94% (inclusive of an allowed return on common equity of 8.72%). The rates took effect in January 2014.ComEd requested a rehearing on specific issues, which was denied by the ICC. ComEd also filed an appeal. ComEd cannot predict theresults of any such appeals. Expenditures and Capital Investment As part of the enactment of EIMA legislation ComEd made an initial contribution of $15 million (recognized as expense in 2011) to anew Science and Technology Innovation Trust fund on July 31, 2012, and will make recurring annual contributions of $4 million, the first ofwhich was made on December 31, 2012, which will be used for customer education for as long as the AMI Deployment Plan remains ineffect. In addition, ComEd will contribute $10 million per year for five years, as long as ComEd is subject to EIMA, to fund customerassistance programs for low-income customers, which will not be recoverable through rates. These contributions began in 2012. On January 6, 2012, ComEd filed its Infrastructure Investment Plan with the ICC. Under that plan, ComEd will invest approximately$2.6 billion over ten years to modernize and storm-harden its distribution system and to implement smart grid technology. On April 23,2012, ComEd filed its initial AMI Deployment Plan with the ICC, which was approved by the ICC on June 22, 2012, with certainmodifications. ComEd outlined the new deployment schedule within testimony provided in the AMI Plan Rehearing and filed a revised AMIdeployment plan. The deployment plan provides for the installation of 4 million electric smart meters, of which more than 60,000 meterswere installed by the end of 2013. 239Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Appeal of 2007 Illinois Electric Distribution Rate Case (Exelon and ComEd). The ICC issued an order in ComEd’s 2007 electricdistribution rate case (2007 Rate Case) approving a $274 million increase in ComEd’s annual delivery services revenue requirement, whichbecame effective in September 2008. In the order, the ICC authorized a 10.3% rate of return on common equity. ComEd and several otherparties filed appeals of the rate order with the Illinois Appellate Court (Court). The Court issued a decision on September 30, 2010, rulingagainst ComEd on the treatment of post-test year accumulated depreciation and the recovery of system modernization costs via a rider (RiderSMP). The court held the ICC abused its discretion in not reducing ComEd’s rate base to account for an additional 18 months of accumulateddepreciation while including post-test year pro forma plant additions through that period. ComEd continued to bill rates as established underthe ICC’s order in the 2007 Rate Case until June 1, 2011 when the rates set in the 2010 electric distribution rate case (2010 Rate Case)became effective. In subsequent ICC proceedings, the ICC issued an order requiring ComEd to provide a refund of approximately $37million to customers related to the treatment of post-test year accumulated depreciation issue. On March 26, 2012, ComEd filed a notice ofappeal with the Court. However, on September 27, 2013 the Court ruled against ComEd on the accumulated depreciation issue and affirmed that ComEdowes a refund to customers of $37 million. As of December 31, 2013, and December 31, 2012, ComEd was fully reserved for this liability.ComEd will not seek rehearing or appeal on this matter and is working with the ICC on the process and timing for a refund to customers. Advanced Metering Program Proceeding (Exelon and ComEd) ComEd’s 2007 Rate Case filing included a system modernizationrider, which permitted investments in AMI to study the costs and benefits and to develop the cost estimate of full system-wideimplementation. In October 2009, the ICC approved a modified version of ComEd’s system modernization rider proposed in the 2007 RateCase, Rider AMP (Advanced Metering Program). ComEd collected approximately $24 million under Rider AMP through December 31,2013. Several other parties, including the Illinois Attorney General, appealed the ICC’s order on Rider AMP. In ComEd’s 2010 electricdistribution rate case, the ICC approved ComEd’s transfer of other costs from recovery under Rider AMP to recovery through electricdistribution rates. On March 19, 2012, the Court reversed the ICC’s approval of Rider AMP, concluding that the ICC’s October 2009 approvalof the rider constituted single-issue ratemaking. ComEd filed a Petition for Leave to Appeal to the Illinois Supreme Court on April 23, 2012,which was denied in September 2012, and the matter was returned to the ICC to calculate a refund amount. ComEd believes any refundobligation associated with Rider AMP should be prospective from no earlier than the date of the Appellate Court’s order on March 19, 2012.As a result, ComEd recorded a regulatory liability of approximately $0.4 million at December 31, 2013, which represents the amountscollected from customers since March 19, 2012. ComEd cannot predict the ultimate outcome of the ICC proceeding and therefore, actualrefunds may differ from the estimated accrual recorded at December 31, 2013. 2010 Illinois Electric Distribution Rate Case (Exelon and ComEd). On May 24, 2011, the ICC issued an order in ComEd’s 2010Rate Case, which became effective on June 1, 2011. The order approved a $143 million increase to ComEd’s annual delivery servicesrevenue requirement and a 10.5% rate of return on common equity. ComEd originally requested a $396 million increase, although it wassubsequently reduced to $343 million to account for various adjustments. As expected, the ICC followed the Court’s ruling on ComEd’s2007 Rate Case on the post-test year accumulated depreciation issue. The order allowed ComEd to establish or reestablish a net amount ofapproximately 240Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) $40 million of previously expensed plant balances or new regulatory assets, which is reflected as a reduction in operating and maintenanceexpense and income tax expense in 2011. The order also affirmed the current regulatory asset for severance costs, which was challenged byan intervener in the 2010 Rate Case. The order was appealed to the Court by several parties on a number of issues. On May 16, 2013, theCourt dismissed as moot the appeals of the ICC’s order in the 2010 Rate Case as ComEd now recovers distribution costs under EIMAthrough a pre-established formula rate tariff. Utility Consolidated Billing and Purchase of Receivables (Exelon and ComEd). Since the first quarter of 2011, ComEd has beenrequired to buy certain RES receivables, primarily residential and small commercial and industrial customers, at the option of the RES, forelectric supply service and then include those amounts on ComEd’s bill to customers. Receivables are purchased at a discount tocompensate ComEd for uncollectible accounts. ComEd produces consolidated bills for the aforementioned retail customers reflecting chargesfor electric delivery service and purchased receivables. As of December 31, 2013, the balance of purchased accounts receivable was $105million. Under the applicable tariff, ComEd recovers from RES and customers the costs for implementing and operating the program. Anumber of municipalities, including the City of Chicago have switched to RES electric supply. As a result, ComEd experienced a significantincrease in the amount of RES receivables it purchased in 2013. Illinois Procurement Proceedings (Exelon, Generation and ComEd). ComEd is permitted to recover its electricity procurementcosts from retail customers without mark-up. Since June 2009, as a result of the Illinois Settlement Legislation, the IPA designs, and theICC approves, an electricity supply portfolio for ComEd and the IPA administers a competitive process under which ComEd procures itselectricity supply from various suppliers, including Generation. On December 21, 2011, the ICC approved the IPA’s procurement plancovering the period June 2012 through May 2017. The Illinois Settlement Legislation requires ComEd to purchase an increasing percentage of the electricity it purchases for customerdeliveries from renewable energy resources. Purchases by customers of electricity from competitive generation suppliers, whether as aresult of the customers’ own actions or as a result of municipal aggregation, are not included in this calculation and have the effect ofreducing ComEd’s purchase obligation. ComEd entered into several 20-year contracts with unaffiliated suppliers in December 2010regarding the procurement of long-term renewable energy and associated RECs in order to meet its obligations under the state’s RPS. Underthe Illinois Settlement Legislation, all associated costs are recoverable from customers. As a result of reduced ComEd load forecasts, purchases under the existing long-term contracts for energy and the associated RECswere reduced on a pro-rata basis under the terms of those contracts for the June 2013—May 2014 period to keep the purchases under thestatutory rate impact cap. The curtailment’s impact on ComEd’s financial position and cash flows was immaterial. On December 18, 2013, the ICC approved the IPA’s 2014-2019 procurement plan. The plan provides for two separate energyprocurements during 2014 to address potential fluctuations in energy demand due to customer switching between ComEd and competitiveelectric generation suppliers. The Commission also approved the IPA’s expansion of energy efficiency programs for both ComEd andAmeren. The ICC did not require the acquisition of additional renewable resources in 2014-2015 due to insufficient available funds to procurethose resources. Further, the ICC again approved a reduction of purchases under the existing long-term contracts for energy and theassociated RECs on a pro-rata basis under the terms of those contracts for the June 2014—May 2015 period to keep the purchases under thestatutory rate impact cap; however the amount of the reduction will not be finalized and approved by the ICC until March 2014. Thecurtailment’s impact on ComEd’s financial position and 241Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) cash flows is expected to be immaterial. See Note 12—Derivative Financial Instruments for additional information regarding ComEd’sfinancial swap contract with Generation, which expired in May 2013, and long-term renewable energy contracts. During 2013, the ICC approved, and directed ComEd and Ameren (the Utilities) to enter into 20-year sourcing agreements withFutureGen Industrial Alliance, Inc (FutureGen), under which FutureGen will retrofit and repower an existing plant in Morgan County, Illinoisto a 166 MW near zero emissions coal-fueled generation plant, with an assumed commercial operation date in 2017. The sourcingagreement provides that the Utilities will pay FutureGen’s contract prices, which are set annually pursuant to a formula rate. The contractprices are based on the difference between the costs of the facility and the revenues FutureGen receives from selling capacity and energyfrom the unit into the MISO or other markets, as well as any other revenue FutureGen receives from the operation of the facility. The orderalso directs the Utilities to recover (or pass along) these costs from the Utilities’ distribution system customers, regardless of whether theypurchase electricity from the utility or from competitive electric generation suppliers. In February 2013, ComEd filed an appeal with theIllinois Appellate Court questioning the legality of requiring ComEd to procure power for retail customers purchasing electricity fromcompetitive electric generation suppliers. On August 22, 2013, the Utilities executed the sourcing agreement with FutureGen in accordance with the ICC order. However, in theevent the order is reversed as a result of the appeal, ComEd’s obligations under the sourcing agreement should be suspended. Dependingon the ultimate outcome of the appeals, the eventual market conditions and the cost of the facility, the sourcing agreement could have amaterial adverse impact on Exelon’s and ComEd’s cash flows and financial positions. See Note 22—Commitments and Contingencies for additional information on ComEd’s energy commitments. Energy Efficiency and Renewable Energy Resources (Exelon and ComEd). As a result of the Illinois Settlement Legislation,electric utilities in Illinois are required to include cost-effective energy efficiency resources in their plans to meet an incremental annualprogram energy savings requirement of 0.2% of energy delivered to retail customers for the year ended June 1, 2009, which increasesannually to 2.0% of energy delivered in the year commencing June 1, 2015 and each year thereafter. Additionally, during the ten-year periodthat began June 1, 2008, electric utilities must implement cost-effective demand response measures to reduce peak demand by 0.1% overthe prior year for eligible retail customers. The energy efficiency and demand response goals are subject to rate impact caps each year.Utilities are allowed recovery of costs for energy efficiency and demand response programs, subject to approval by the ICC. In December2010, the ICC approved ComEd’s second three-year Energy Efficiency and Demand Response Plan covering the period June 2011 throughMay 2014. The plans are designed to meet the Illinois Settlement Legislation’s energy efficiency and demand response goals through May2014, including reductions in delivered energy to all retail customers and in the peak demand of eligible retail customers. EIMA provides for additional energy efficiency in Illinois. Starting in the June 2013—May 2014 period and occurring annually thereafter,as part of the IPA procurement plan, ComEd is to include cost-effective expansion of current energy efficiency programs, and additional newcost-effective program and/or third-party energy efficiency programs that are identified through a request for proposal process. All cost-effectiveenergy efficiency programs are included in the IPA procurement plan for consideration of implementation. While these programs aremonitored separately from the Energy Efficiency Portfolio Standard (EEPS), funds for both the EEPS portfolio and IPA energy efficiencyprograms are collected under the same rider. 242Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Since June 1, 2008, utilities have been required to procure cost-effective renewable energy resources in amounts that equal or exceed2% of the total electricity that each electric utility supplies to its eligible retail customers. ComEd is also required to acquire amounts ofrenewable energy resources that will cumulatively increase this percentage to at least 10% by June 1, 2015, with an ultimate target of at least25% by June 1, 2025. All goals are subject to rate impact criteria set forth in the Illinois Settlement Legislation. As of December 31, 2013,ComEd had purchased sufficient renewable energy resources or equivalents, such as RECs, to comply with the Illinois SettlementLegislation. ComEd currently retires all RECs upon transfer and acceptance. ComEd is permitted to recover procurement costs of RECsfrom retail customers without mark-up through rates. See Note 22—Commitments and Contingencies for information regarding ComEd’sfuture commitments for the procurement of RECs. Pennsylvania Regulatory Matters 2010 Pennsylvania Electric and Natural Gas Distribution Rate Cases (Exelon and PECO). On December 16, 2010, thePAPUC approved the settlement of PECO’s electric and natural gas distribution rate cases, which were filed in March 2010, providingincreases in annual service revenue of $225 million and $20 million, respectively. The electric settlement provides for recovery of PJMtransmission service costs on a full and current basis through a rider. The approved electric and natural gas distribution rates becameeffective on January 1, 2011. In addition, the settlements included a stipulation regarding how tax benefits related to the application of any new IRS guidance onrepairs deduction methodology are to be handled from a rate-making perspective. The settlements require that the expected cash benefit fromthe application of any new guidance to tax years prior to 2011 be refunded to customers over a seven-year period. On August 19, 2011, theIRS issued Revenue Procedure 2011-43 providing a safe harbor method of tax accounting for electric transmission and distribution property.PECO adopted the safe harbor and elected a method change for the 2010 tax year. The expected total refund to customers for the tax cashbenefit from the application of the safe harbor to costs incurred prior to 2010 is $171 million. On October 4, 2011, PECO filed a supplementto its electric distribution tariff to execute the refund to customers of the tax cash benefit related to the IRC Section 481(a) “catch-up”adjustment claimed on the 2010 income tax return, which is subject to adjustment based on the outcome of IRS examinations. Credits havebeen reflected in customer bills since January 1, 2012. In September 2012, PECO filed an application with the IRS to change its method of accounting for gas distribution repairs for the 2011tax year. The expected total refund to customers for the tax cash benefit from the application of the new method to costs incurred prior to 2011is $54 million. This amount is subject to adjustment based on the outcome of IRS examinations. Credits have been reflected in customerbills since January 1, 2013. PECO currently anticipates that the IRS will issue guidance in early 2014 providing a safe harbor method ofaccounting for gas transmission and distribution property. The prospective tax benefits claimed as a result of the new methodology will be reflected in tax expense in the year in which they areclaimed on the tax return and will be reflected in the determination of revenue requirements in the next electric and natural gas distributionrate cases. See Note 14 for additional information. The 2010 electric and natural gas distribution rate case settlements did not specify the rate of return upon which the settlement rates arebased, but rather provided for an increase in annual revenue. PECO has not filed a transmission rate case since rates have been unbundled. 243Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Pennsylvania Procurement Proceedings (Exelon and PECO). PECO’s first PAPUC approved DSP Program, under whichPECO was providing default electric service, had a 29-month term that ended May 31, 2013. On October 12, 2012, the PAPUC issued itsOpinion and Order approving PECO’s second DSP Program, which was filed with the PAPUC in January 2012. The program, which has a24-month term from June 1, 2013 through May 31, 2015, complies with electric generation procurement guidelines set forth in Act 129.Under the DSP Programs, PECO is permitted to recover its electric procurement costs from retail default service customers without mark-upthrough the GSA. The GSA provides for the recovery of energy, capacity, ancillary costs and administrative costs and is subject toadjustments at least quarterly for any over or under collections. In addition, PECO’s second DSP Program provides for the recovery of AEPScompliance costs through the GSA rather than a separate AEPS rider. In the second DSP Program, PECO is procuring electric supply for its default electric customers through five competitive procurements.The load for the residential and small and medium commercial classes is served through competitively procured fixed price, fullrequirements contracts of two years or less. For the large commercial and industrial class load, PECO has competitively procured contractsfor full requirements default electric generation with the price for energy in each contract set to be the hourly price of the spot market duringthe term of delivery. In December 2012 and February 2013, PECO entered into contracts with PAPUC-approved bidders, includingGeneration, for its residential and small and medium commercial classes that began in June 2013. In September 2013, PECO entered intocontracts with PAPUC-approved bidders, including Generation, for its residential and small and medium commercial classes that began inDecember 2013. In January 2014, PECO entered into contracts with PAPUC-approved bidders, including Generation, for its residential andsmall, medium, and large commercial classes that will begin in June 2014. Charges incurred for electric supply procured through contractswith Generation are included in purchased power from affiliates on PECO’s Statement of Operations and Comprehensive Income. In addition, the second DSP Program includes a number of retail market enhancements recommended by the PAPUC in its previouslyissued Retail Markets Intermediate Work Plan Order. PECO was also directed to allow its low-income Customer Assistance Program (CAP)customers to purchase their generation supply from electric generation suppliers beginning April 1, 2014. On May 1, 2013, PECO filed aPetition for Approval of its CAP Shopping Plan with the PAPUC, which the PAPUC granted and denied in part on January 9, 2014. PECOand other parties to the proceeding filed petitions for reconsideration of the Commission’s decision on February 10, 2014, and these petitionsare currently pending before the PAPUC. Smart Meter and Smart Grid Investments (Exelon and PECO). Pursuant to Act 129 and the follow-on Implementation Order of2009, in April 2010, the PAPUC approved PECO’s Smart Meter Procurement and Installation Plan (SMPIP), under which PECO will installmore than 1.6 million smart meters and an AMI communication network by 2020. The first phase of PECO’s SMPIP, which was completedon June 19, 2013, included the installation of an AMI communications network and the deployment of 600,000 smart meters tocommunicate with that network. On May 31, 2013, PECO and interested parties filed a Joint Petition for Settlement of the universaldeployment plan with the PAPUC which was approved without modification on August 15, 2013. The Joint Petition for Settlement supportsall material aspects of PECO’s universal deployment plan, including cost recovery, excluding certain amounts discussed below. Universaldeployment is the second phase of PECO’s SMPIP, under which PECO will deploy the remainder of the 1.6 million smart meters on anaccelerated basis by the end of 2014. In total, PECO currently expects to spend up to $595 million, excluding the cost of the original meters(as further described below), on its smart meter infrastructure and approximately 244Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) $120 million on smart grid investments through 2014 of which $200 million will be funded by SGIG as discussed below. As ofDecember 31, 2013, PECO has spent $423 million and $116 million on smart meter and smart grid infrastructure, respectively, notincluding the DOE reimbursements received to date. Pursuant to the ARRA of 2009, PECO and the DOE entered into a Financial Assistance Agreement to extend PECO $200 million innon-taxable SGIG funds of which $140 million relates to smart meter deployment and $60 million relates to smart grid infrastructure. As partof the agreement, the DOE has a conditional ownership interest in qualifying Federally-funded project property and equipment, which issubordinate to PECO’s existing mortgage. The SGIG funds are being used to offset the total impact to ratepayers of the smart meterdeployment required by Act 129. As of December 31, 2013, PECO has received $190 million of the $200 million in reimbursements.PECO’s outstanding receivable from the DOE for reimbursable costs was $3 million as of December 31, 2013, which has been recorded inOther accounts receivable, net on Exelon’s and PECO’s Consolidated Balance Sheets. On August 15, 2012, PECO suspended installation of smart meters for new customers based on a limited number of incidentsinvolving overheating meters. Following its own internal investigation and additional scientific analysis and testing by independent expertscompleted after September 30, 2012, PECO announced its decision to resume meter deployment work on October 9, 2012. PECO hasreplaced the previously installed meters with an alternative vendor’s meters. PECO is moving forward with the alternative meters duringuniversal deployment and continues to evaluate meters from several vendors and may use more than one meter vendor during universaldeployment. Following PECO’s decision, as of October 9, 2012 PECO will no longer use the original smart meters. For the meters that will nolonger be used, the accounting guidance requires that any difference between the carrying value and net realizable value be recognized in thecurrent period’s earnings, before considering potential regulatory recovery. The cost of the original meters, including installation and removalcosts, owned by PECO was approximately $17 million, net of approximately $16 million of reimbursements from the DOE andapproximately $2 million of depreciation. PECO requested and received approval from the DOE that the original meters continue to beallowable costs and that any agreement with the vendor will not be considered project income. In addition, PECO remains eligible for the full$200 million in SGIG funds. On August 15, 2013, PECO entered into an agreement with the original vendor, which was part of the finalagreement discussed below, under which PECO transferred the original uninstalled meters to the vendor and will receive $12 million inreturn, of which $7 million has been received as of December 31, 2013. On January 23, 2014, PECO entered a final agreement with thevendor pursuant to which PECO will be reimbursed for amounts incurred for the original meters and related installation and removal costs,via cash payments and rebates on future purchases of licenses, goods and services primarily through 2017. PECO previously had intendedto seek regulatory rate recovery in a future filing with the PAPUC of amounts not recovered from the vendor. As PECO believed such costswere probable of rate recovery based on applicable case law and past precedent on reasonably and prudently incurred costs, a regulatory assetwas established at the time of the removals. As of December 31, 2013 and 2012, $5 million and $17 million, respectively, was recorded onExelon’s and PECO’s Consolidated Balance Sheets. Pursuant to the January 23, 2014, vendor agreement, PECO will reclassify theregulatory asset balance as a receivable, with no gain or loss impacts on future results of operations. Energy Efficiency Programs (Exelon and PECO). PECO’s PAPUC-approved Phase I EE&C Plan had a four-year term that beganon June 1, 2009 and concluded on May 31, 2013. The Phase I plan set forth how PECO would meet the required reduction targetsestablished by Act 129’s EE&C provisions, 245Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) which included a 3% reduction in electric consumption in PECO’s service territory and a 4.5% reduction in PECO’s annual system peakdemand in the 100 hours of highest demand by May 31, 2013. The peak demand period ended on September 30, 2012 and PECO communicated its compliance with the reduction targets in apreliminary filing with the PAPUC on March 1, 2013. The final compliance report for all Phase I targets, was filed with the PAPUC onNovember 15, 2013. On March 29, 2013, PECO filed a Petition with the PAPUC to change the recovery period of certain Direct Load Control (DLC)Program costs necessary to implement the Phase I Plan. The Petition sought approval to allow PECO to recover $12 million in equipment,installation and information technology costs for its Residential DLC program with the amounts collected for the Phase I Plan. As the Phase IPlan was implemented at a cost less than originally budgeted, PECO proposed to recover these expenses from its Phase I Energy EfficiencyProgram Charge over-collection consistent with PAPUC guidance to recover all Phase I costs through Phase I funding. The PAPUCapproved PECO’s Petition on May 9, 2013. A regulatory liability was established for the DLC program costs that will be amortized as a creditto the income statement to offset the related depreciation expense during the same period. The PAPUC issued its Phase II EE&C implementation order on August 2, 2012, that provides energy consumption reductionrequirements for the second phase of Act 129’s EE&C programs, which went into effect on June 1, 2013. The order tentatively establishedPECO’s three-year cumulative consumption reduction target at 1,125,852 MWh, which was reaffirmed by the PAPUC on December 5,2012. Pursuant to the Phase II implementation order, PECO filed its three-year EE&C Phase II plan with the PAPUC on November 1, 2012.The plan sets forth how PECO will reduce electric consumption by at least 1,125,852 MWh in its service territory for the period June 1, 2013through May 31, 2016, adjusted for weather and extraordinary loads. The implementation order permits PECO to apply any excess savingsachieved during Phase I against its Phase II consumption reduction targets, with no reduction to its Phase II budget. In accordance with theAct 129 Phase II implementation order, at least 10% and 4.5% of the total consumption reductions must be through programs directed towardPECO’s public and low income sectors, respectively. If PECO fails to achieve the required reductions in consumption, it will be subject tocivil penalties of up to $20 million, which would not be recoverable from ratepayers. Act 129 mandates that the total cost of the plan may notexceed 2% of the electric company’s total annual revenue as of December 31, 2006. On March 15, 2013, PECO filed a Petition for Approval to amend its EE&C Phase II Plan to continue its DLC demand reductionprogram for mass market customers from June 1, 2013 to May 31, 2014. PECO proposed to fund the estimated $10 million costs of the one-year program by modifying incentive levels for other Phase II programs. On May 9, 2013, the PAPUC approved PECO’s amended EE&CPhase II plan. The costs of DLC program will be recovered through PECO’s Energy Efficiency Program Charge along with all other Phase IIPlan costs. On November 14, 2013, the PAPUC issued a Tentative Order on Act 129 demand reduction programs which seeks comments on aproposed demand response program methodology for future Act 129 demand reduction programs as well as demand response potential andwholesale prices suppression studies. The comment process is scheduled to be completed in the first quarter of 2014. Any decision reachedwould affect PECO’s EE&C Plan subsequent to its Phase II Plan. Alternative Energy Portfolio Standards (Exelon and PECO). In November 2004, Pennsylvania adopted the AEPS Act. The AEPSAct mandated that beginning in 2011, following the expiration of 246Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) PECO’s rate cap transition period, certain percentages of electric energy sold to Pennsylvania retail electric customers shall be generatedfrom certain alternative energy resources as measured in AECs. The requirement for electric energy that must come from Tier I alternativeenergy resources ranges from approximately 3.5% to 8% and the requirement for Tier II alternative energy resources ranges from 6.2% to10%. The required compliance percentages incrementally increase each annual compliance period, which is from June 1 through May 31,until May 31, 2021. These Tier I and Tier II alternative energy resources include acceptable energy sources as set forth in Act 129 and theAEPS Act. PECO has entered into five-year and ten-year agreements with accepted bidders, including Generation, totaling 452,000 non-solar and8,000 solar Tier I AECs annually in accordance with a PAPUC approved plan. The plan allowed PECO to bank AECs procured prior to 2011and use the banked AECs to meet its AEPS Act obligations over two compliance years ending May 2013. The PAPUC also approved theprocurement of Tier II AECs and supplemental AECs as well as the sale of excess AECs through independent third-party auctions or brokers. All AEPS administrative costs and costs of AECs incurred after December 31, 2010 are being recovered on a full and current basis fromdefault service customers through a surcharge. PECO’s second DSP Program eliminated the AEPS surcharge. Beginning in June 2013, AEPS compliance costs are being recoveredthrough the GSA. Investigation of Pennsylvania Retail Electricity Market (Exelon and PECO). On July 28, 2011, the PAPUC issued an orderoutlining the next steps in its investigation into the status of competition in Pennsylvania’s retail electric market. The PAPUC found that theexisting default service model presents substantial impediments to the development of a vibrant retail market in Pennsylvania and directedits Office of Competitive Markets Oversight to evaluate potential intermediate and long-term structural changes to the default service model.On March 1, 2012, the PAPUC issued the final order describing more detailed recommendations to be implemented prior to the expiration ofthe electric distribution company’s current default service plan and providing guidelines for electric distribution companies for development oftheir next default service plan. On October 12, 2012, the PAPUC approved PECO’s second DSP Program, which includes several newprograms to continue PECO’s support of retail market competition in Pennsylvania in accordance with the order issued by the PAPUC onDecember 15, 2011. Further, the PAPUC issued a final order on February 14, 2013, outlining its proposed end-state for default service,which included default service pricing for residential and small commercial customers based on three month full requirements contracts, fullrequirement contracts using hourly spot market pricing for large commercial and industrial default service customers, and the inclusion ofCAP customers in the customer choice programs. Pennsylvania Act 11 of 2012 (Exelon and PECO). On February 13, 2012, Act 11 was signed into law by the Governor. Act 11 seeksto clarify the PAPUC’s authority to approve alternative ratemaking mechanisms, which would allow for the implementation of a distributionsystem improvement charge (DSIC) in rates designed to recover capital project costs incurred to repair, improve or replace utilities’ agingelectric and natural gas distribution systems in Pennsylvania. Act 11 also includes a provision that allows utilities to use a fully projectedfuture test year under which the PAPUC may permit the inclusion of projected capital costs in rate base for assets that will be placed inservice during the first year rates are in effect. On August 2, 2012, the PAPUC issued a final order establishing rules and procedures toimplement the ratemaking provisions of Act 11. The implementation order requires a utility to have a Long Term Infrastructure ImprovementPlan (LTIIP) which outlines how the utility is planning to increase its investment for repairing, improving, or replacing 247Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) aging infrastructure, approved by the Commission prior to implementing a DSIC. On May 9, 2013, the PAPUC approved PECO’s LTIIP forits Gas Operations, which was filed on February 8, 2013. Maryland Regulatory Matters 2011 Maryland Electric and Gas Distribution Rate Case (Exelon and BGE). In March 2011, the MDPSC issued acomprehensive rate order setting forth the details of the decision contained in its abbreviated electric and gas distribution rate order issued inDecember 2010. As part of the March 2011 comprehensive rate order, BGE was authorized to defer $19 million of costs as regulatory assets.These costs are being recovered over a 5-year period that began in December 2010 and include the deferral of $16 million of storm costsincurred in February 2010. The regulatory asset for the storm costs earns a regulated rate of return. 2012 Maryland Electric and Gas Distribution Rate Case (Exelon and BGE). On July 27, 2012, BGE filed an application forincreases to its electric and gas base rates with the MDPSC. On February 22, 2013, the MDPSC issued an order in BGE’s 2012 electric andnatural gas distribution rate case for increases in annual distribution service revenue of $81 million and $32 million, respectively. Theelectric distribution rate increase was set using an allowed return on equity of 9.75% and the gas distribution rate increase was set using anallowed return on equity of 9.60%. The approved electric and natural gas distribution rates became effective for services rendered on or afterFebruary 23, 2013. As part of the rate order, the MDPSC approved both recovery of and return on merger integration costs incurred duringthe test year, including severance. As a result, the order affirmed the treatment of $20 million of severance-related costs that BGE hadrecorded as a regulatory asset in 2012, consistent with prior MDPSC decisions. Additionally, BGE established a new regulatory asset of $8million related to non-severance merger integration costs, which includes $6 million of costs incurred during 2012. Current MDPSCtreatment of these merger integration regulatory assets is to provide recovery over a five year period. 2013 Maryland Electric and Gas Distribution Rate Case (Exelon and BGE). On May 17, 2013, BGE filed an application forincreases of $101 million and $30 million to its electric and gas base rates, respectively, with the MDPSC. The requested rates of return onequity in the application were 10.50% and 10.35% for electric and gas distribution, respectively. In addition to these requested rate increases,BGE’s application includes a request for recovery of incremental capital expenditures and operating costs associated with BGE’s proposedshort-term reliability improvement plan in response to a MDPSC order through a surcharge separate from base rates. On August 23, 2013,BGE filed an update to its rate request which altered the requested increase to electric base rates from $101 million to $83 million and therequested increase to gas base rates from $30 million to $24 million. On December 13, 2013, the MDPSC issued an order in BGE’s 2013electric and natural gas distribution rate case for increases in annual distribution service revenue of $34 million and $12 million, respectively.The electric distribution rate increase was set using an allowed return on equity of 9.75% and the gas distribution rate increase was set usingan allowed return on equity of 9.60%. The approved electric and natural gas distribution rates became effective for services rendered on orafter December 13, 2013. The MDPSC also conditionally approved five of the eight programs included in BGE’s proposed short-termreliability improvement plan. Commencement of the program and recovery are dependent on final MDPSC approval with the surchargestarting no earlier than April 1, 2014. Smart Meter and Smart Grid Investments (Exelon and BGE). In August 2010, the MDPSC approved a comprehensive smart gridinitiative for BGE that includes the planned installation of 2 million residential and commercial electric and gas smart meters at an expectedtotal cost of $480 million. The MDPSC’s approval ordered BGE to defer the associated incremental costs, depreciation 248Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) and amortization, and an appropriate return, in a regulatory asset until such time as a cost-effective advanced metering system isimplemented. As of December 31, 2013 and December 31, 2012, BGE recorded a regulatory asset of $66 million and $31 million,respectively, representing incremental costs, depreciation and amortization, and a debt return on fixed assets related to its AMI program.Additionally, the MDPSC has determined that the cost recovery for the non-AMI meters that BGE retires will be considered in a futuredepreciation proceeding. The MDPSC continues to evaluate the impacts of a customer opt-out feature in BGE’s Smart Grid program. InMarch 2013, BGE filed a description of the overall additional costs associated with allowing customers to retain their current meter, and forradio frequency (RF)-Free and RF-Minimizing options related to the installation of their smart meters as well as a proposed cost recoverymechanism. The MDPSC held a hearing in August 2013 to consider the filings made by BGE and other Maryland electric utilities. Theultimate resolution related to this feature could affect BGE’s ability to demonstrate cost-effectiveness of the advanced metering system.Overall, BGE continues to believe the recovery of smart grid initiative costs in future rates is probable as BGE expects to be able todemonstrate that the program benefits exceed costs. Pursuant to the ARRA of 2009, BGE is a recipient of $200 million in federal fundingfrom the DOE for its smart grid and other related initiatives, which substantially reduces the total cost of these initiatives to BGE’sratepayers. The project to install the smart meters began in late April 2012. As of December 31, 2013, BGE had received $200 million inreimbursements from the DOE. New Electric Generation (Exelon and BGE). On April 12, 2012, the MDPSC issued an order directing BGE and two other Marylandutilities to enter into a contract for differences (CfD) with CPV Maryland, LLC (CPV), under which CPV will construct an approximately 700MW natural gas-fired combined-cycle generation plant in Waldorf, Maryland, that CPV projected will be in commercial operation by June 1,2015. The initial term of the proposed contract is 20 years. The CfD mandates that BGE and the other utilities pay (or receive) the differencebetween CPV’s contract prices and the revenues CPV receives for capacity and energy from clearing the unit in the PJM capacity market.The MDPSC’s Order requires the three Maryland utilities to enter into a CfD in amounts proportionate to their relative SOS load. On April 16, 2013, the MDPSC issued an order that required BGE to execute a specific form of contract with CPV, and the partiesexecuted the contract as of June 6, 2013. As of December 31, 2013, there is no impact on Exelon’s and BGE’s results of operations, cashflows and financial positions. Furthermore, the agreement does not become effective until the resolution of certain items, including all currentlitigation. On April 27, 2012, a civil complaint was filed in the U.S. District Court for the District of Maryland by certain unaffiliated parties thatchallenges the actions taken by the MDPSC on Federal law grounds. On October 24, 2013, the U.S. District Court issued a judgment orderfinding that the MDPSC’s Order directing BGE and the two other Maryland utilities to enter into a CfD, which assures that CPV receives aguaranteed fixed price regardless of the price set by the federally regulated wholesale market, violates the Supremacy Clause of the UnitedStates Constitution. On November 22, 2013, the MDPSC and CPV appealed the District Court’s ruling to the United States Court ofAppeals for the Fourth Circuit. On May 4, 2012, BGE filed a petition in the Circuit Court for Anne Arundel County, Maryland, seeking judicial review of the MDPSCorder under state law. That petition was subsequently transferred to the Circuit Court for Baltimore City and consolidated with similar appealsthat have been filed by other interested parties. On October 1, 2013, the Circuit Court Judge issued a Memorandum Opinion and Orderfinding the decisions of the MDPSC were within its statutory authority under 249Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Maryland law. This decision is separate from the judgment in the federal litigation that the MDPSC Order is unconstitutional and the CfD isunenforceable under federal law. The federal judgment, if upheld, would prevent enforcement of the CfD even if the Circuit Court decisionstands. On October 29, 2013, BGE and the two other Maryland utilities appealed the Circuit Court’s ruling to the Maryland Court of SpecialAppeals. Depending on the ultimate outcome of the pending state and federal litigation, on the eventual market conditions, and on the manner ofcost recovery as of the effective date of the agreement, the CfD could have a material impact on Exelon and BGE’s results of operations, cashflows and financial positions. Exelon believes that this and other states’ projects may have artificially suppressed capacity prices in PJM and may continue to do so infuture auctions to the detriment of Exelon’s market driven position. In addition to this litigation, Exelon is working with other marketparticipants to implement market rules that will appropriately limit the market suppressing effect of such state activities. MDPSC Derecho Storm Order (Exelon and BGE). Following the June 2012 Derecho storm which hit the mid-Atlantic regioninterrupting electrical service to a significant portion of the State of Maryland, the MDPSC issued an order on February 27, 2013 requiringBGE and other Maryland utilities to file several comprehensive reports with short-term and long-term plans to improve reliability and gridresiliency that were due at various times before August 30, 2013. On September 3, 2013, BGE filed a comprehensive long term assessment examining potential alternatives for improving theresiliency of the electric grid and a staffing analysis reviewing historical staffing levels as well as forecasting staffing levels necessary undervarious storm scenarios. BGE currently cannot predict the outcome of these proceedings, which may result in increased capital expendituresand operating costs. The Maryland Strategic Infrastructure Development and Enhancement Program (Exelon and BGE). In February 2013, theMaryland General Assembly passed legislation intended to accelerate gas infrastructure replacements in Maryland by establishing amechanism for gas companies to promptly recover reasonable and prudent costs of eligible infrastructure replacement projects separate frombase rate proceedings. On May 2, 2013, the Governor of Maryland signed the legislation into law; which took effect June 1, 2013. Under thenew law, following a proceeding before the MDPSC and with the MDPSC’s approval of the eligible infrastructure replacement projects alongwith a corresponding surcharge, BGE could begin charging gas customers a monthly surcharge for infrastructure costs incurred after June 1,2013. The legislation includes caps on the monthly surcharges to residential and non-residential customers, and would require an annualtrue-up of the surcharge revenues against actual expenditures. Investment levels in excess of the cap would be recoverable in a subsequentgas base rate proceeding at which time all costs for the infrastructure replacement projects would be rolled into gas distribution rates.Irrespective of the cap, BGE is required to file a gas rate case every five years under this legislation. On August 2, 2013, BGE filed itsinfrastructure replacement plan and associated surcharge. The MDPSC held evidentiary hearings on BGE’s proposed plan and surchargefrom November 12, 2013 through November 14, 2013. On January 29, 2014, the MDPSC issued a decision conditionally approving thefirst five years of BGE’s plan and surcharge. BGE must submit a list detailing specific projects planned for 2014 to the MDPSC for approvalwithin 30 days of the decision. Upon approval of the project list by the MDPSC, BGE will be able to implement the surcharge rates on gascustomers’ bills. The new surcharges are expected to take effect in second quarter of 2014. In addition, BGE will be subject to an annualindependent audit to review plan performance and progress. 250Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Federal Regulatory Matters Transmission Formula Rate (Exelon, ComEd and BGE). ComEd’s and BGE’s transmission rates are each established based on aFERC-approved formula. ComEd’s most recent annual formula rate update filed in April 2013 reflects 2012 actual costs plus forecasted 2013 capital additions.The update resulted in a revenue requirement of $488 million plus a $25 million adjustment related to the reconciliation of 2012 actual costsfor a net revenue requirement of $513 million. This compares to the May 2012 updated revenue requirement of $450 million offset by a $5million reduction related to the reconciliation of 2011 actual costs for a net revenue requirement of $445 million. The increase in the revenuerequirement was primarily driven by increased capital investment, higher pension and post-retirement healthcare costs, and higher operatingand maintenance costs. The 2013 net revenue requirement became effective June 1, 2013, and is being recovered over the period extendingthrough May 31, 2014. The regulatory asset associated with the true-up is being amortized as the associated amounts are recovered throughrates. ComEd’s updated formula transmission rate currently provides for a weighted average debt and equity return on transmission rate baseof 8.70%, a decrease from the 8.91% return previously authorized. The decrease in return was primarily due to lower interest rates onComEd’s long-term debt outstanding. As part of the FERC-approved settlement of ComEd’s 2007 transmission rate case, the rate of returnon common equity is 11.5% and the common equity component of the ratio used to calculate the weighted average debt and equity return forthe formula transmission rate is currently capped at 55%. BGE’s most recent annual formula rate update filed in April 2013 reflects actual 2012 expenses and investments plus forecasted 2013capital additions. The update resulted in a revenue requirement of $158 million offset by a $1 million reduction related to the reconciliation of2012 actual costs for a net revenue requirement of $157 million. This compares to the April 2012 updated revenue requirement of $156million increased by $2 million related to the reconciliation of 2011 actual costs for a net revenue requirement of $158 million. The decreasein the revenue requirement was primarily driven by a lower allowed rate of return associated with a reduced equity ratio and reduced ratebase, offset partially by higher depreciation and operating and maintenance costs. The 2013 net revenue requirement became effectiveJune 1, 2013, and is being recovered over the period extending through May 31, 2014. The regulatory liability associated with the true-up isbeing amortized as the associated amounts are recovered through rates. BGE’s updated formula transmission rate currently provides for a weighted average debt and equity return on transmission rate base of8.35%, a decrease from the 8.43% included in the prior year formula update. The decrease in return was primarily due to a debt issuance in2012 and lower interest rates on BGE’s debt outstanding. As part of the FERC-approved settlement in 2006 of BGE’s 2005 transmission ratecase, the base rate of return on common equity for BGE’s electric transmission business for new transmission projects placed in service onand after January 1, 2006 is 11.3%, inclusive of a 50 basis point incentive for participating in PJM. FERC Transmission Complaint (Exelon and BGE). On February 27, 2013, consumer advocates and regulators from the District ofColumbia, New Jersey, Delaware and Maryland, and the Delaware Electric Municipal Cooperatives (the parties), filed a complaint at FERCagainst BGE and the Pepco Holdings, Inc. companies relating to their respective transmission formula rates. BGE’s formula rate includes a10.8% base rate of return on common equity (ROE) for most investments included in its rate base and 11.3% for the remainingtransmission investment (the latter of which is conditioned upon crediting the first 50 basis points of any incentive ROE adders). The partiesseek a reduction in the 251Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) base return on equity to 8.7% and changes to the formula rate process. FERC docketed the matter and set April 3, 2013 as the deadline forinterventions, protests and answers. Under FERC rules, the earliest date from which the base return on equity could be adjusted andrefunds required is the date of the complaint. On March 19, 2013, BGE filed a motion to dismiss or sever the complaint. As of December 31,2013, BGE cannot predict the likelihood or a reasonable estimate of the amount of a change, if any, in the allowed base return on equity, or areasonable estimate of the refund period start date. While BGE cannot predict the outcome of this matter, if FERC orders a reduction ofBGE’s base return on equity to 8.7% (while retaining the 50 basis points of any incentives that were credited to the base return on equity forcertain new transmission investment), the estimated annual impact would be a reduction in revenues of approximately $10 million. PJM Transmission Rate Design and Operating Agreements (Exelon, ComEd, PECO and BGE). PJM Transmission RateDesign specifies the rates for transmission service charged to customers within PJM. Currently, ComEd, PECO and BGE incur costs basedon the existing rate design, which charges customers based on the cost of the existing transmission facilities within their load zone and thecost of new transmission facilities based on those who benefit from those facilities. In April 2007, FERC issued an order concluding thatPJM’s current rate design for existing facilities is just and reasonable and should not be changed. In the same order, FERC held that thecosts of new facilities 500 kV and above should be socialized across the entire PJM footprint and that the costs of new facilities less than 500kV should be allocated to the customers of the new facilities who caused the need for those facilities. After FERC ultimately denied allrequests for rehearing on all issues, several parties filed petitions in the U.S. Court of Appeals for the Seventh Circuit for review of thedecision. On August 6, 2009, that court issued its decision affirming FERC’s order with regard to the costs of existing facilities but reversingand remanding to FERC for further consideration its decision with regard to the costs of new facilities 500 kV and above. On March 30, 2012,FERC issued an order on remand affirming the cost allocation in its April 2007 order. On March 22, 2013, FERC issued an order denyingrehearing of its March 30, 2012 Order and made it clear that the cost allocation at issue concerns only projects approved prior to February 1,2013. A number of entities have filed appeals of the FERC orders. ComEd, and BGE anticipate that all impacts of any rate design changeseffective after December 31, 2006 and June 30, 2006, respectively, should be recoverable through retail rates and, thus, the rate designchanges are not expected to have a material impact on their respective results of operations, cash flows or financial position. PECOanticipates that all impacts of any rate design changes should be recoverable through the transmission service charge rider approved inPECO’s 2010 electric distribution rate case settlement and, thus, the rate design changes are not expected to have a material impact onPECO’s results of operations, cash flows or financial position. To the extent that any rate design changes are retroactive to periods prior toJanuary 1, 2011, however, there may be an impact on PECO’s results of operations. On October 11, 2012, the PJM Transmission Owners filed with FERC a cost allocation for new transmission facilities asking that thenew cost allocation methodology apply to all transmission approved by the PJM Board on or after February 1, 2013. The proposedmethodology is a hybrid methodology that would socialize 50% of the costs of new facilities at 500kV and above and double-circuit 345kVlines, and allocate the remaining 50% to direct beneficiaries. For all other facilities, the costs would be allocated to the direct beneficiaries. OnMarch 22, 2013, FERC issued an order accepting the cost allocation with minor exceptions and requiring a compliance filing on those fewissues within 120 days of the order. The compliance filing was made on July 22, 2013. ComEd, PECO and BGE are committed to the construction of transmission facilities under their operating agreements with PJM tomaintain system reliability. ComEd, PECO and BGE will work with 252Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) PJM to continue to evaluate the scope and timing of any required construction projects. ComEd, PECO and BGE’s estimated commitmentsare as follows: Total 2014 2015 2016 2017 2018 ComEd $486 $134 $173 $177 $2 $— PECO 133 32 29 40 24 8 BGE 400 42 83 95 87 93 PJM Minimum Offer Price Rule (Exelon and Generation). PJM’s capacity market rules include a Minimum Offer Price Rule(MOPR) that is intended to preclude sellers from artificially suppressing the competitive price signals for generation capacity. The proceedingsleading to FERC’s approval of the MOPR were extensive, and there have been numerous changes to the MOPR and litigation related to itsince it was originally implemented. For example, in 2011 the parties disputed numerous elements of the MOPR including: (i) the defaultprice that should apply to bids found subject to the MOPR, (ii) the duration of the MOPR and (iii) the application of the MOPR to self-supplying capacity and state-sponsored capacity. The FERC orders approving that MOPR have been appealed to the United States Court ofAppeals for the Third Circuit. A resolution of that appeal is not expected until sometime in 2014. In May 2012 (based on the MOPR provisions the FERC approved in 2011), PJM announced the results of its capacity auction coveringthe delivery year ending May 31, 2016. Several new units with state-sanctioned subsidy contracts cleared in the auction at prices below theMOPR. Potentially, these states could expand such state-sanctioned subsidy programs or other states may seek to establish similarprograms. Generation believed that further revisions to that MOPR were necessary to ensure that the potential to artificially reduce capacityauction prices is appropriately limited in PJM. In early December 2012, PJM filed a new MOPR for approval at the FERC, which Exelonbelieved would be more effective in preventing state-sanctioned subsidy contracts from artificially reducing capacity prices. Generation wasactively involved in the process through which those MOPR changes were developed and supported the changes. On May 3, 2013, theFERC issued its order. While the FERC order accepted certain aspects of the proposal that Exelon supported (such as applying the MOPR toall of PJM and not just certain zones within PJM), the FERC required PJM to retain a key element of its previous MOPR structure, the unit-specific exemption, an element that Exelon had supported removing. Several entities, including two capacity suppliers that Exelon has beenworking with sought rehearing of that order. In May 2013 (based on the MOPR provisions the FERC approved earlier that month), PJM announced the results of its capacityauction covering the delivery year ending May 31, 2017. Exelon is working with PJM stakeholders on several proposed changes to the PJMtariff aimed at ensuring that capacity resources (including those with state-sanctioned subsidy contracts, excessive imported capacityresources and certain limited availability demand response resources) cannot inappropriately affect capacity auction prices in PJM. Market-Based Rates (Exelon, Generation, ComEd, PECO and BGE). Generation, ComEd, PECO and BGE are public utilities forpurposes of the Federal Power Act and are required to obtain FERC’s acceptance of rate schedules for wholesale electricity sales. Currently,Generation, ComEd, PECO and BGE have authority to execute wholesale electricity sales at market-based rates. As is customary withmarket-based rate schedules, FERC has reserved the right to suspend market-based rate authority on a retroactive basis if it subsequentlydetermines that Generation, ComEd, PECO or BGE has violated the terms and conditions of its tariff or the Federal Power Act. FERC isalso authorized to order refunds in certain instances if it finds that the market-based rates are not just and reasonable under the FederalPower Act. 253Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) As required by FERC’s regulations, as promulgated in the Order No. 697 series, Generation, ComEd, PECO and BGE file marketpower analyses using the prescribed market share screens to demonstrate that Generation, ComEd, PECO and BGE qualify for market-based rates in the regions where they are selling energy, capacity, and ancillary services under market-based rate tariffs. FERC accepted the2008 filings on September 16, 2008, January 15, 2009 and September 2, 2009 and accepted the 2009 filings on July 28, 2009, October 26,2009, February 23, 2010 and April 30, 2010, affirming Exelon’s affiliates continued right to make sales at market-based rates. Theseanalyses must examine historic test period data and must be updated every three years on a prescribed schedule. Generation, ComEd,PECO and BGE filed an updated analysis for the Northeast Region, which includes PJM, in late 2010, based on 2009 historic test perioddata. On June 22, 2011, FERC issued an order confirming Generation’s continued authority to charge market based rates, based onGeneration’s most recent updated analysis filed in 2010, stating that any market power concerns are adequately addressed by PJM’smonitoring and mitigation programs. On December 30, 2013, Generation, ComEd, PECO and BGE filed its updates analysis for theNortheast Region, based on 2012 historic test period data and FERC has not yet acted on the filing. Similarly, on June 29, 2012,Generation, ComEd, BGE and PECO filed their updated market power analysis for the Central Region which the FERC accepted onNovember 13, 2012, and on December 23, 2011, Generation filed its updated market power analysis for the Southeast Region which theFERC accepted on October 10, 2012. On December 21, 2012, Generation, ComEd, BGE and PECO filed their updated market poweranalysis for the SPP region, which the FERC accepted on October 8, 2013. Reliability Pricing Model (Exelon, Generation and BGE). PJM’s RPM Base Residual Auctions take place approximately 36months ahead of the scheduled delivery year. The most recent auction for the delivery year ending May 31, 2017 occurred in May 2013. License Renewals (Exelon and Generation). On June 22, 2011, Generation submitted applications to the NRC to extend theoperating licenses of Limerick Units 1 and 2 by 20 years. The current operating licenses for Limerick Units 1 and 2 expire in 2024 and 2029,respectively. In June 2012, the United States Court of Appeals for the DC Circuit vacated the NRC’s temporary storage rule on the groundsthat the NRC should have conducted a more comprehensive environmental review to support the rule. The temporary storage rule (alsoreferred to as the “waste confidence decision”) recognizes that licensees can safely store spent nuclear fuel at nuclear plants for up to 60 yearsbeyond the original and renewed licensed operating life of the plants and that licensing renewal decisions do not require discussion of theenvironmental impact of spent fuel stored on site. In August 2012, the NRC placed a hold on issuing new or renewed operating licenses thatdepend on the temporary storage rule until the court’s decision is addressed. In September 2012, the NRC directed NRC Staff to revise thetemporary storage rule which is now not expected until October 3, 2014. Generation does not expect the NRC to issue license renewals untilthe end of 2014, at the earliest. On May 29, 2013, Generation submitted applications to the NRC to extend the operating licenses of Byron Units 1 and 2 andBraidwood Units 1 and 2 by 20 years. The current operating licenses for Byron Units 1 and 2 expire in 2024 and 2026, respectively. Thecurrent operating licenses for Braidwood Units 1 and 2 expire in 2026 and 2027, respectively. Generation does not expect the NRC to issuelicense renewals for Byron and Braidwood until 2015 at the earliest. On August 29, 2012 and August 30, 2012, Generation submitted hydroelectric license applications to the FERC for 46-year licensesfor the Conowingo Hydroelectric Project (Conowingo) and the Muddy Run Pumped Storage Facility Project (Muddy Run), respectively. 254Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The FERC extended the deadline to January 31, 2014 to file a water quality certification application pursuant to Section 401 of the CleanWater Act (CWA) with the MDE for Conowingo. Generation is working with stakeholders to resolve licensing issues, including: (1) waterquality, (2) fish passage and habitat, and (3) sediment. On January 30, 2014, Exelon filed a water quality certification application pursuant toSection 401 of the CWA with MDE for Conowingo, addressing these and other issues, although Generation cannot currently predict theconditions that ultimately may be imposed. Resolution of these issues relating to Conowingo may have a material effect on Generation’sresults of operations and financial position through an increase in capital expenditures and operating costs. On August 29, 2013, Exelon filed a water quality certification application pursuant to Section 401 of the CWA with PA DEP for MuddyRun, addressing these and other issues that included certain commitments made by Generation. The financial impact associated with thesecommitments is estimated to be in the range of $20 million to $30 million, and will include both an increase in capital expenditures as wellas an increase in operating expenses. Exelon anticipates that the PA DEP will issue the water quality certification pursuant to Section 401 ofthe CWA for Muddy Run in the first quarter of 2014. Based on the latest FERC procedural schedule, the FERC licensing process is not expected to be completed prior to the expiration ofMuddy Run’s current license on August 31, 2014, and the expiration of Conowingo’s license on September 1, 2014. However, the stationswould continue to operate under annual licenses until FERC takes action on the 46-year license applications. The stations are currentlybeing depreciated over their useful lives, which includes the license renewal period. As of December 31, 2013, $33 million of direct costsassociated with relicensing efforts have been capitalized. Regulatory Assets and Liabilities (Exelon, ComEd, PECO and BGE) Exelon, ComEd, PECO and BGE prepare their consolidated financial statements in accordance with the authoritative guidance foraccounting for certain types of regulation. Under this guidance, regulatory assets represent incurred costs that have been deferred because oftheir probable future recovery from customers through regulated rates. Regulatory liabilities represent the excess recovery of costs or accruedcredits that have been deferred because it is probable such amounts will be returned to customers through future regulated rates or representbillings in advance of expenditures for approved regulatory programs. 255Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following tables provide information about the regulatory assets and liabilities of Exelon, ComEd, PECO and BGE as ofDecember 31, 2013 and 2012. December 31, 2013 Exelon ComEd PECO BGE Current Noncurrent Current Noncurrent Current Noncurrent Current Noncurrent Regulatory assets Pension and other postretirement benefits $221 $2,794 $— $— $— $— $— $— Deferred income taxes 10 1,459 2 65 — 1,317 8 77 AMI programs 5 159 5 35 — 58 — 66 AMI meter events — 5 — — — 5 — — Under-recovered distribution service costs 178 285 178 285 — — — — Debt costs 12 56 9 53 3 3 1 8 Fair value of BGE long-term debt — 219 — — — — — — Fair value of BGE supply contract 12 — — — — — — — Severance 16 12 12 — — — 4 12 Asset retirement obligations 1 102 1 67 — 25 — 10 MGP remediation costs 40 212 33 178 6 33 1 1 RTO start-up costs 2 — 2 — — — — — Under-recovered uncollectible accounts — 48 — 48 — — — — Under-recovered electric universal Renewableenergy 17 176 17 176 — — — — Energy and transmission programs 53 — 52 — — — 1 — Deferred storm costs 3 3 — — — — 3 3 Electric generation-related regulatory asset 13 30 — — — — 13 30 Rate stabilization deferral 71 154 — — — — 71 154 Energy efficiency and demand responseprograms 73 148 — — — — 73 148 Merger integration costs 2 9 — — 2 9 Other 31 39 18 26 8 7 4 6 Total regulatory assets $760 $5,910 $329 $933 $17 $1,448 $181 $524 December 31, 2013 Exelon ComEd PECO BGE Current Noncurrent Current Noncurrent Current Noncurrent Current Noncurrent Regulatory liabilities Other postretirement benefits $2 $43 $— $— $— $— $— $— Nuclear decommissioning — 2,740 — 2,293 — 447 — — Removal costs 99 1,423 78 1,219 — — 21 204 Energy efficiency and demand responseprograms 53 — 45 — 8 — — — DLC program costs 1 10 — — 1 10 — — Energy efficiency phase II — 21 — — — 21 — — Electric distribution tax repairs 20 114 — — 20 114 — — Gas distribution tax repairs 8 37 — — 8 37 — — Energy and transmission programs 78 — 9 — 58 — 11 — Over-recovered gas and electric universalservice fund costs 8 — — — 8 — — — Revenue subject to refund 38 — 38 — — — — — Over-recovered electric and gas revenuedecoupling 16 — — — — — 16 — Other 4 — — — 3 — — — Total regulatory liabilities $327 $4,388 $170 $3,512 $106 $629 $48 $204 256Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) December 31, 2012 Exelon ComEd PECO BGE Current Noncurrent Current Noncurrent Current Noncurrent Current Noncurrent Regulatory assets Pension and other postretirement benefits $304 $3,673 $— $— $— $— $— $— Deferred income taxes 14 1,382 5 62 — 1,255 9 65 AMI programs 3 70 3 10 — 29 — 31 AMI meter events — 17 — — — 17 — — Under-recovered distribution service costs 18 191 18 191 — — — — Debt costs 14 68 11 62 3 6 1 9 Fair value of BGE long-term debt — 256 — — — — — — Fair value of BGE supply contracts 77 12 — — — — — — Severance 29 28 25 12 — — 4 16 Asset retirement obligations — 90 — 65 — 25 — — MGP remediation costs 58 232 51 197 6 33 1 2 RTO start-up costs 3 2 3 2 — — — — Under-recovered electric universal servicefund costs 11 — — — 11 — — — Financial swap with Generation — — 226 — — — — — Renewable energy 18 49 18 49 — — — — Energy and transmission programs 43 — 14 — 1 — 28 — DSP Program costs 1 3 — — 1 3 — — DSP II Program costs 1 2 — — 1 2 — — Deferred storm costs 3 6 — — — — 3 6 Electric generation-related regulatory asset 16 40 — — — — 16 40 Rate stabilization deferral 67 225 — — — — 67 225 Energy efficiency and demand responseprograms 56 126 — — — — 56 126 Under-recovered electric revenue decoupling 5 — — — — — 5 — Other 23 25 14 16 9 8 — 2 Total regulatory assets $764 $6,497 $388 $666 $32 $1,378 $190 $522 December 31, 2012 Exelon ComEd PECO BGE Current Noncurrent Current Noncurrent Current Noncurrent Current Noncurrent Regulatory liabilities Nuclear decommissioning $— $2,397 $— $2,037 $— $360 $— $— Removal costs 97 1,406 75 1,192 — — 22 214 Energy efficiency and demand responseprograms 131 — 43 — 88 — — — Electric distribution tax repairs 20 132 — — 20 132 — — Gas distribution tax repairs 8 46 — — 8 46 — — Over-recovered uncollectible accounts 6 — 6 — — — — — Energy and transmission programs 54 — 6 — 48 — — — Over-recovered gas universal service fundcosts 3 — — — 3 — — — Over-recovered AEPS costs 2 — — — 2 — — — Revenue subject to refund 40 — 40 — — — — — Over-recovered gas revenue decoupling 7 — — — — — 7 — Total regulatory liabilities $368 $3,981 $170 $3,229 $169 $538 $29 $214 257Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Pension and other postretirement benefits. As of December 31, 2013, Exelon had regulatory assets of $3,015 million andregulatory liabilities of $45 million related to ComEd’s and BGE’s portion of deferred costs associated with Exelon’s pension plans andComEd’s, PECO’s and BGE’s portion of deferred costs associated with Exelon’s other postretirement benefit plans. PECO’s pensionregulatory recovery is based on cash contributions and is not included in the regulatory asset (liability) balances. The regulatory asset(liability) is amortized in proportion to the recognition of prior service costs (gains), transition obligations and actuarial losses (gains)attributable to Exelon’s pension and other postretirement benefit plans determined by the cost recognition provisions of the authoritativeguidance for pensions and postretirement benefits. ComEd, PECO and BGE will recover these costs through base rates as allowed in theirmost recently approved regulated rate orders. The pension and other postretirement benefit regulatory asset balance includes a regulatoryasset established at the date of the merger related to BGE’s portion of the deferred costs associated with legacy Constellation’s pension andother postretirement benefit plans. The BGE-related regulatory asset is being amortized over a period of approximately 12 years, whichgenerally represents the expected average remaining service period of plan participants at the date of the merger. See Note 16—RetirementBenefits for additional detail. No return is earned on Exelon’s regulatory asset. Deferred income taxes. These costs represent the difference between the method by which the regulator allows for the recovery ofincome taxes and how income taxes would be recorded under GAAP. Regulatory assets and liabilities associated with deferred income taxes,recorded in compliance with the authoritative guidance for accounting for certain types of regulation and income taxes, include the deferred taxeffects associated principally with accelerated depreciation accounted for in accordance with the ratemaking policies of the ICC, PAPUC andMDPSC, as well as the revenue impacts thereon, and assume continued recovery of these costs in future transmission and distributionrates. For ComEd and BGE, this amount includes the impacts of a reduction in the deductibility, for Federal income tax purposes, of certainretiree health care costs pursuant to the March 2010 Health Care Reform Acts. ComEd was granted recovery of these additional income taxeson May 24, 2011 in the ICC’s 2010 Rate Case order. The recovery period for these costs is through May 31, 2014. For BGE, these additionalincome taxes are being amortized over a 5-year period that began in March 2011 in accordance with the MDPSC’s March 2011 rate order. SeeNote 14—Income Taxes and Note 16—Retirement Benefits for additional information. ComEd, PECO and BGE are not earning a return onthe regulatory asset in base rates. AMI programs. For ComEd, this amount represents operating and maintenance expenses and meter costs associated with ComEd’sAMI pilot program approved in the May 24, 2011, ICC order in ComEd’s 2010 rate case. The recovery periods for operating and maintenanceexpenses and meter costs are through May 31, 2014, and January 1, 2020, respectively. As of December 31, 2013, ComEd had regulatoryassets of $35 million related to accelerated depreciation costs resulting from the early retirements of non-AMI meters, which will be amortizedover an average ten year period pursuant to the ICC approved AMI Deployment plan. ComEd is earning a return on the meter costs. ForPECO, this amount represents accelerated depreciation and filing and implementation costs relating to the PAPUC-approved Smart MeterProcurement and Installation Plan as well as the return on the un-depreciated investment, taxes, and operating and maintenance expenses.The approved plan allows for recovery of filing and implementation costs incurred through December 31, 2012. In addition, the approved planprovides for recovery of program costs, which includes depreciation on new equipment placed in service, beginning in January 2011 on fulland current basis, which includes interest income or expense on the under or over recovery. The approved plan also provides for recovery ofaccelerated depreciation on PECO’s non-AMI meter assets over a 10-year period ending December 31, 2020. For BGE, this amountrepresents smart grid pilot program costs as well as the incremental costs associated with implementing full deployment of a smart gridprogram. Pursuant to a MDPSC order, 258Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) pilot program costs of $11 million were deferred in a regulatory asset, and, beginning with the MDPSC’s March 2011 rate order, is earningBGE’s most current authorized rate of return. In August 2010, the MDPSC approved a comprehensive smart grid initiative for BGE,authorizing BGE to establish a separate regulatory asset for incremental costs incurred to implement the initiative, including the netdepreciation and amortization costs associated with the meters, and an authorized rate of return on these costs, a portion of which is notrecognized under GAAP until cost recovery begins. Additionally, the MDPSC order requires that BGE prove the cost-effectiveness of theentire smart grid initiative prior to seeking recovery of the costs deferred in these regulatory assets. Therefore, the commencement andtiming of the amortization of these deferred costs is currently unknown. BGE’s AMI regulatory asset excludes costs for non-AMI meters beingreplaced by AMI meters, as the MDPSC has ordered that the cost recovery for non-AMI meters will be considered in a future depreciationproceeding. AMI Meter Events. This amount represents the remaining cost value of the original smart meters, net of accumulated depreciation,DOE reimbursements and amounts recovered from the vendor, of smart meter deployment that will no longer be used, including installationand removal costs. PECO intended to seek through regulatory rate recovery in a future filing with the PAPUC, any amounts no recoveredfrom the vendor. PECO believed the amounts incurred for the original meters and related installation and removal costs were probable ofrecovery based on applicable case law and past precedent on reasonably and prudently incurred costs. As such, PECO has deferred thesecosts on Exelon’s and PECO’s Consolidated Balance Sheet. PECO will not earn a return on the recovery of these costs. Under-recovered distribution services costs. Under EIMA, which became effective in the fourth quarter of 2011, ComEd isallowed recovery of distribution services costs through a formula rate tariff. The legislation provides for an annual reconciliation of the revenuerequirement in effect to reflect the actual costs that the ICC determines are prudently and reasonably incurred in a given year. The overrecovery associated with the 2011 reconciliation was recovered through rates over a one-year period, that began in January 2013. The underrecovery associated with the 2012 reconciliation will be recovered through rates over a one-year period beginning in January 2014. ComEd isearning a return on these costs. The regulatory asset also includes costs associated with certain one-time events, such as large storms,which will be recovered over a five-year period. As of December 31, 2013, the regulatory asset was comprised of $377 million for the annualreconciliation and $86 million related to significant one-time events. In addition to $58 million in deferred storm costs, net of amortization, theDecember 31, 2013 balance related to significant one-time events contains $28 million of merger and integration related costs, net ofamortization, incurred as a result of the merger. As of December 31, 2012, the regulatory asset was comprised of $125 million for the annualreconciliation and $84 million related to significant one-time events. In addition to $58 million in deferred storm costs, net of amortization, theDecember 31, 2012 balance related to significant one-time events contains $26 million of merger and integration related costs, net ofamortization, incurred as a result of the merger. See Note 4—Mergers and Acquisitions for additional information. Debt costs. Consistent with rate recovery for ratemaking purposes, ComEd’s, PECO’s and BGE’s recoverable losses on reacquiredlong-term debt related to regulated operations are deferred and amortized to interest expense over the life of the new debt issued to finance thedebt redemption or over the life of the original debt issuance if the debt is not refinanced. Interest-rate swap settlements are deferred andamortized over the period that the related debt is outstanding or the life of the original issuance retired. These debt costs are used in thedetermination of the weighted cost of capital applied to rate base in the rate-making process. ComEd and BGE are not earning a return on therecovery of these costs, while PECO is earning a return on the premium of the cost of the reacquired debt through base rates. 259Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Fair value of BGE long-term debt. These amounts represent the regulatory asset recorded at Exelon for the difference in the fairvalue of the long-term debt of BGE as of the merger date based on the MDPSC practice to allow BGE to recover its debt costs through rates.Exelon is amortizing the regulatory asset and the associated fair value over the life of the underlying debt. Fair value of BGE supply contract. These amounts represent the regulatory asset recorded at Exelon representing the fair value ofBGE’s supply contracts as of the close of the merger date based on the MDPSC practice to allow BGE to recover its supply contracts throughrates. Exelon is amortizing the regulatory asset and the associated fair value over a period of approximately three years. Severance. For ComEd, these costs represent previously incurred severance costs that ComEd was granted recovery of in theDecember 20, 2006, ICC rehearing rate order and the May 24, 2011, ICC order in ComEd’s 2010 rate case. The recovery periods arethrough June 30, 2014, and May 31, 2014, respectively. ComEd is not earning a return on these costs. For BGE, these costs representdeferred severance costs that BGE has previously been granted recovery of in rates. Costs include the portion of costs associated with a 2008workforce reduction that relate to BGE’s gas business which were deferred in 2009 as a regulatory asset in accordance with the MDPSC’sorders in prior rate cases and are being amortized over a 5-year period that began in January 2009. Also included are costs associated with a2010 workforce reduction that were deferred as a regulatory asset and are being amortized over a 5-year period that began in March 2011 inaccordance with the MDPSC’s March 2011 rate order. Finally, costs associated with the 2012 BGE voluntary workforce reduction weredeferred in 2012 as a regulatory asset in accordance with the MDPSC’s orders in prior rate cases and are being amortized over a 5-yearperiod that began in July 2012. BGE is earning a regulated return on the regulatory asset included in base rates. Asset retirement obligations. These costs represent future legally required removal costs associated with existing asset retirementobligations. PECO will begin to earn a return on, and a recovery of, these costs once the removal activities have been performed. ComEdand BGE will recover these costs through future depreciation rates and will earn a return on these costs once the removal activities havebeen performed. See Note 15—Asset Retirement Obligations for additional information. MGP remediation costs. Recovery of these items was granted to ComEd in the July 26, 2006, ICC rate order. For PECO, thesecosts are recoverable through rates as affirmed in the 2010 approved natural gas distribution rate case settlement. While BGE does not havea rider for MGP clean-up costs, BGE has historically received recovery of actual clean-up costs on a site-specific basis in distribution rates.The period of recovery for both ComEd and PECO will depend on the timing of the actual expenditures. ComEd and PECO are not earning areturn on the recovery of these costs. For BGE, $5 million of clean-up costs incurred during the period from July 2000 through November2005 and an additional $1 million from December 2005 through November 2010 are recoverable through rates in accordance with MDPSCorders. These costs are being amortized over 10-year periods that began in January 2006 and December 2010, respectively. BGE is earning areturn on this regulatory asset. See Note 22—Commitments and Contingencies for additional information. RTO start-up costs. Recovery of these RTO start-up costs was approved by FERC. The recovery period is through March 31, 2015.ComEd is earning a return on these costs. Under (Over)-recovered universal service fund costs. The universal service fund cost is a recovery mechanism that allowsPECO to recover discounts issued to electric and gas customers 260Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) enrolled in assistance programs. As of December 31, 2013, PECO was over-recovered for both its electric and gas programs. PECO earnsinterest on under-recovered costs and pays interest on over-recovered costs to customers. Financial swap with Generation. To fulfill a requirement of the Illinois Settlement Legislation, ComEd entered into a five-yearfinancial swap contract with Generation that expired on May 31, 2013. Since the swap contract was deemed prudent by the IllinoisSettlement Legislation, ensuring ComEd of full recovery in rates, the changes in fair value each period were recorded by ComEd as well asan offsetting regulatory asset or liability. ComEd did not earn (pay) a return on the regulatory asset (liability). The basis for the mark-to-marketderivative asset or liability position was based on the difference between ComEd’s cost to purchase energy on the spot market and thecontracted price. In Exelon’s consolidated financial statements, the fair value of the intercompany swap recorded by Generation and ComEdwas eliminated. Renewable Energy. On December 17, 2010, ComEd entered into several 20-year floating-to-fixed energy swap contracts withunaffiliated suppliers for the procurement of long-term renewable energy. Delivery under the contracts began in June 2012. Since the swapcontracts were deemed prudent by the Illinois Settlement Legislation, ensuring ComEd of full recovery in rates, the changes in fair valueeach period as well as an offsetting regulatory asset or liability are recorded by ComEd. ComEd does not earn (pay) a return on the regulatoryasset (liability). The basis for the mark-to-market derivative asset or liability position is based on the difference between ComEd’s cost topurchase energy on the spot market and the contracted price. Energy and transmission programs. Starting in 2007, ComEd’s energy and transmission costs are recoverable (refundable) underComEd’s ICC and/or FERC-approved rates. ComEd earns interest on under-recovered costs and pays interest on over-recovered costs tocustomers. The PECO energy costs represent the electric and gas supply related costs recoverable (refundable) under PECO’s GSA andPGC, respectively. PECO earns interest on the under-recovered energy and natural gas costs and pays interest on over-recovered energyand natural gas costs to customers. In addition, beginning in 2013, the deferred DSP I and II Program costs are presented on a net basis withPECO’s GSA under (over)-recovered energy costs. The PECO transmission costs represent the electric transmission costs recoverable(refundable) under the TSC under which PECO earns interest on under-recovered costs and pays interest on over-recovered costs tocustomers. As of December 31, 2013, PECO had a regulatory liability that included the over-recovered electric transmission costs of $8million, $34 million related to the DSP program and $16 million related to over-recovered natural gas supply costs under the PGC. As ofDecember 31, 2012, PECO had a regulatory asset related to under-recovered transmission costs of $1 million and a regulatory liability thatincluded $47 million related to over-recovered electric supply costs under the GSA and $1 million related to over-recovered natural gas supplycosts under the PGC. The BGE energy costs represent the electric and gas supply related costs recoverable (refundable) from (to) customersunder BGE’s market-based SOS and MBR programs, respectively. BGE does not earn or pay interest on under- or over-recovered costs tocustomers. As of December 31, 2013, BGE had a regulatory asset of $1 million related to under-recovered electric supply costs and aregulatory liability of $11 million related to over-recovered natural gas supply costs. As of December 31, 2012, BGE had a regulatory asset of$9 million related to under-recovered electric supply costs and a regulatory asset of $19 million related to under-recovered natural gas supplycosts. DSP Program costs. These amounts represent recoverable administrative costs incurred relating to filing, procurement, andinformation technology improvements associated with PECO’s PAPUC- 261Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) approved DSP Program for the procurement of electric supply following the expiration of PECO’s generation rate caps on December 31,2010. The filing and implementation costs of this DSP Program are recoverable through the GSA over its 29-month term, that beganJanuary 1, 2011. The independent evaluator costs associated with conducting procurements is recoverable over a 12-month period after thePAPUC approves the results of the procurements. Costs relating to information technology improvements are recoverable over a 5-yearperiod that began January 1, 2011. PECO earns a return on the recovery of information technology costs. Beginning in 2013, these costs areincluded within the energy and transmission programs line item. DSP II Program Costs. These amounts represent recoverable administrative costs incurred relating to the filing and procurementassociated with PECO’s second PAPUC-approved DSP program for the procurement of electric supply. The filing and procurement of thisDSP Program are recoverable through the GSA over its 24-month term, that began June 1, 2013. The independent evaluator costsassociated with conducting procurements are recoverable over a 12-month period after the PAPUC approves the results of the procurements.PECO is not earning a return on these costs. Beginning in 2013, these costs are included within the energy and transmission programs lineitem. Deferred storm costs. In the MDPSC’s March 2011 rate order, BGE was authorized to defer $16 million in storm costs incurred inFebruary 2010. These costs are being amortized over a 5-year period that began in December 2010. BGE is earning a return on thisregulatory asset. Electric generation-related regulatory asset. As a result of the deregulation of electric generation, BGE ceased to meet therequirements for accounting for a regulated business for the previous electric generation portion of its business. As a result, BGE wrote-off itsentire individual, generation-related regulatory assets and liabilities and established a single, generation-related regulatory asset to becollected through its regulated rates, which is being amortized on a basis that approximates the pre-existing individual regulatory assetamortization schedules. The portion of this regulatory asset that does not earn a regulated rate of return were $37 million as of December 31,2013, and $47 million as of December 31, 2012. BGE will continue to amortize this amount through 2017. Rate stabilization deferral. In June 2006, Senate Bill 1 was enacted in Maryland and imposed a rate stabilization measure thatcapped rate increases by BGE for residential electric customers at 15% from July 1, 2006, to May 31, 2007. As a result, BGE recorded aregulatory asset on its Consolidated Balance Sheets equal to the difference between the costs to purchase power and the revenues collectedfrom customers, as well as related carrying charges based on short-term interest rates from July 1, 2006, to May 31, 2007. In addition, asrequired by Senate Bill 1, the MDPSC approved a plan that allowed residential electric customers the option to further defer the transition tomarket rates from June 1, 2007, to January 1, 2008. During 2007, BGE deferred $306 million of electricity purchased for resale expensesand certain applicable carrying charges, which are calculated using the implied interest rates of the rate stabilization bonds, as a regulatoryasset related to the rate stabilization plans. During 2013 and 2012, BGE recovered $66 million and $67 million, respectively, of electricitypurchased for resale expenses and carrying charges related to the rate stabilization plan regulatory asset. BGE began amortizing theregulatory asset associated with the deferral which ended in May 2007 to earnings over a period not to exceed ten years when collection fromcustomers began in June 2007. Energy efficiency and demand response programs. These amounts represent costs recoverable (refundable) under ComEd’s ICCapproved Energy Efficiency and Demand Response Plan, PECO’s PAPUC-approved EE&C Plan, and the BGE Smart Energy SaversProgram. ComEd 262®Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) began recovering these costs or refunding over-collections of these costs on June 1, 2008 through a rider. ComEd earns a return on thecapital investment incurred under the program but does not earn (pay) interest on under (over) collections. For PECO, this amountrepresents an over-collection of program costs related to both Phase I and Phase II of its EE&C Plan. PECO does not earn (pay) interest onunder (over) collections. PECO began recovering the costs of its Phase I and Phase II EE&C Plans through a surcharge in January 2010 andJune 2013, respectively, based on projected spending under the programs. Phase I recovery continued over the life of the program, whichexpired on May 31, 2013 and excess funds collected began being refunded in June 2013. Phase II of the program began on June 1, 2013,and will continue over the life of the program, which will expire on May 31, 2016. Excess funds collected are required to be refundedbeginning in June 2016. PECO earned a return on the capital investment incurred under Phase I of the program. BGE’s Smart EnergySavers Program includes both MDPSC approved demand response and energy efficiency programs. For the BGE Peak Rewardsdemand response program which began in January 2008, actual marketing and customer bonus costs incurred in the demand responseprogram are being recovered over a 5-year amortization period from the date incurred pursuant to an order by the MDPSC. Fixed assetsrelated to the demand response program are recovered over the life of the equipment. Also included in the demand response program arecustomer bill credits related to BGE’s Smart Energy Rewards program which began in July 2013. Actual costs incurred in the conservationprogram are being amortized over a 5-year period with recovery beginning in 2010 pursuant to an order by the MDPSC. BGE earns a rate ofreturn on the capital investments and deferred costs incurred under the program and earns (pays) interest on under (over) collections. Merger integration costs. These amounts represent integration costs to achieve distribution synergies related to the mergertransaction. As a result of the MDPSC’s February 2013 rate order, BGE deferred $8 million related to non-severance merger integration costsincurred during 2012 and the first quarter of 2013. Of these costs, $4 million was authorized to be amortized over a 5-year period that beganin March 2013. The recovery of the remaining $4 million was deferred. In the MDPSC’s December 2013 rate order, BGE was authorized torecover the remaining $4 million and an additional $4 million of non-severance merger integration costs incurred during 2013. These costsare being amortized over a 5-year period that began in December 2013. BGE is earning a return on this regulatory asset included in baserates. Under (Over)-recovered electric and gas revenue decoupling. These amounts represent the electric and gas distribution costsrecoverable from or refundable to customers under BGE’s decoupling mechanism, which does not earn a rate of return. As of December 31,2013, BGE had a regulatory liability of $7 million related to over-recovered electric revenue decoupling and $9 million related to over-recovered natural gas revenue decoupling. As of December 31, 2012, BGE had a regulatory asset of $5 million related to under-recoveredelectric revenue decoupling and a regulatory liability of $7 million related to over-recovered natural gas revenue decoupling. Nuclear decommissioning. These amounts represent estimated future nuclear decommissioning costs for former ComEd andPECO plants that exceed (regulatory asset) or are less than (regulatory liability) the associated decommissioning trust fund assets. Exelonbelieves the trust fund assets, including prospective earnings thereon and any future collections from customers, will be sufficient to fund theassociated future decommissioning costs at the time of decommissioning. See Note 15—Asset Retirement Obligations for additionalinformation. Removal costs. These amounts represent funds ComEd and BGE have received from customers through depreciation rates to coverthe future non-legally required cost of removal of property, plant 263®SMSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) and equipment which reduces rate base for ratemaking purposes. This liability is reduced as costs are incurred. DLC Program Costs. The DLC program costs include equipment, installation, and information technology costs necessary toimplement the DLC Program under PECO’s EE&C Phase I Plans. PECO received full cost recovery through Phase I collections and willamortize the costs as a credit to the income statement to offset the related depreciation expense during the same period through September2025, which is the remaining useful life of the assets. PECO is not paying interest on these over-recovered costs. Electric distribution tax repairs. PECO’s 2010 electric distribution rate case settlement required that the expected cash benefit fromthe application of Revenue Procedure 2011-43, which was issued on August 19, 2011, to prior tax years be refunded to customers over aseven-year period. Credits began being reflected in customer bills on January 1, 2012. No interest will be paid to customers. Gas distribution tax repairs. PECO’s 2010 natural gas distribution rate case settlement required that the expected cash benefit fromthe application of new tax repairs deduction methodologies for 2010 and prior tax years be refunded to customers over a seven-year period. InSeptember 2012, PECO filed an application with the IRS to change its method of accounting for gas distribution repairs for the 2011 tax year.Credits began being reflected in customer bills on January 1, 2013. No interest will be paid to customers. Under (Over)-recovered uncollectible accounts. As a result of the February 2010 ICC order approving recovery of ComEd’suncollectible accounts, ComEd has the ability to adjust its rates annually to reflect the increases and decreases in annual uncollectibleaccounts expense starting with year 2008. ComEd recorded a regulatory asset for the cumulative under-collections in 2008 and 2009.Recovery of the initial regulatory asset was completed over an approximate 14-month time frame which began in April 2010. The recovery orrefund of the difference in the uncollectible accounts expense applicable to the years starting with January 1, 2010, will take place over a 12-month time frame beginning in June of the following year. ComEd is not earning a return or paying interest on these under (over)-recoveredcosts. Under (Over)-recovered AEPS costs current asset (liability). The AEPS costs represent the administrative and AEC costsincurred to comply with the requirements of the AEPS Act, which are recoverable on a full and current basis. PECO earns interest on under-recovered costs and pays interest on over-recovered costs to customers. Beginning in 2013, these costs are included within the energy andtransmission programs line item. Revenue subject to refund. These amounts represent refunds of $37 million and associated interest of $1 million ComEd owes tocustomers primarily related to the treatment of post-test year accumulated depreciation issue in the 2007 Rate Case. See above discussion ofthe 2007 Rate Case for further information. Purchase of Receivables Programs (Exelon, ComEd, PECO, and BGE) ComEd, PECO and BGE are required, under separate legislation and regulations in Illinois, Pennsylvania and Maryland, respectively,to purchase certain receivables from retail electric and natural gas suppliers. For retail suppliers participating in the utilities’ consolidatedbilling, ComEd, PECO and BGE must purchase their customer accounts receivables. ComEd purchases receivables at 264Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) a discount to primarily recover uncollectible accounts expense from the suppliers. BGE’s tariff provides that receivables are to be purchased ata discount, primarily to recover uncollectible accounts expense from the suppliers. However, if the discount rate is negative, the tariff providesthat the receivable is purchased at a zero discount rate. BGE is currently purchasing certain receivables at a zero discount rate. PECO isrequired to purchase receivables at face value and is permitted to recover uncollectible accounts expense from customers through distributionrates. Exelon, ComEd, PECO, and BGE do not record unbilled commodity receivables under their POR programs. Purchased billedreceivables are classified in other accounts receivable, net on Exelon’s, ComEd’s, PECO’s and BGE’s Consolidated Balance Sheets. Thefollowing tables provide information about the purchased receivables of the Registrants as of December 31, 2013 and 2012. As of December 31, 2013 Exelon ComEd PECO BGE Purchased receivables $263 $105 $72 $86 Allowance for uncollectible accounts (30) (16) (7) (7) Purchased receivables, net $233 $89 $65 $79 As of December 31, 2012 Exelon ComEd PECO BGE Purchased receivables $191 $55 $65 $71 Allowance for uncollectible accounts (21) (9) (6) (6) Purchased receivables, net $170 $46 $59 $65 (a)PECO’s gas POR program became effective on January 1, 2012 and includes a 1% discount on purchased receivables in order to recover the implementation costs ofthe program. If the costs are not fully recovered when PECO files its next gas distribution rate case, PECO will propose a mechanism to recover the remainingimplementation costs as a distribution charge to low volume transportation customers or apply future discounts on purchased receivables from natural gas suppliersserving those customers.(b)For ComEd and BGE, reflects the incremental allowance for uncollectible accounts recorded, which is in addition to the purchase discount. For ComEd, theincremental uncollectible accounts expense is recovered through its Purchase of Receivables with Consolidated Billing (PORCB) tariff. 4. Merger and Acquisitions Merger with Constellation (Exelon, Generation, ComEd, PECO and BGE) Description of Transaction On March 12, 2012, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Bolt AcquisitionCorporation, a wholly owned subsidiary of Exelon (Merger Sub), and Constellation. As a result of that merger, Merger Sub was merged intoConstellation (the Initial Merger) and Constellation became a wholly owned subsidiary of Exelon. Following the completion of the InitialMerger, Exelon and Constellation completed a series of internal corporate organizational restructuring transactions. Constellation mergedwith and into Exelon, with Exelon continuing as the surviving corporation (the Upstream Merger). Simultaneously with the UpstreamMerger, Constellation’s interest in RF HoldCo LLC, which holds Constellation’s interest in BGE, was transferred to Exelon Energy DeliveryCompany, LLC, a wholly owned subsidiary of Exelon that also owns Exelon’s interests in ComEd and PECO. Following the UpstreamMerger and the transfer of RF HoldCo LLC, Exelon contributed to Generation certain subsidiaries, including those with generation andcustomer supply operations that were acquired from Constellation as a result of the Initial Merger and the Upstream Merger. 265(a)(b)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Regulatory Matters In February 2012, the MDPSC issued an Order approving the Exelon and Constellation merger. As part of the MDPSC Order, Exelonagreed to provide a package of benefits to BGE customers, the City of Baltimore and the State of Maryland, resulting in an estimated directinvestment in the State of Maryland of approximately $1 billion. The following costs were recognized after the closing of the merger and are included in Exelon’s, Generation’s and BGE’s ConsolidatedStatements of Operations and Comprehensive Income for the year ended December 31, 2012. Description PaymentPeriod BGE Generation Exelon Statement of OperationsLocationBGE rate credit of $100 per residential customer Q2 2012 $113 $— $113 RevenuesCustomer investment fund to invest in energyefficiency and low-income energy assistance toBGE customers 2012 to 2014 — — 113.5 O&M ExpenseContribution for renewable energy, energy efficiency orrelated projects in Baltimore 2012 to 2014 — — 2 O&M ExpenseCharitable contributions at $7 million per year for 10years 2012 to 2021 28 35 70 O&M ExpenseState funding for offshore wind development projects Q2 2012 — — 32 O&M ExpenseMiscellaneous tax benefits Q2 2012 (2) — (2) Taxes Other Than IncomeTotal $139 $35 $328.5 (a)Exelon made a $66 million equity contribution to BGE in the second quarter of 2012 to fund the after-tax amount of the rate credit as directed in the MDPSC orderapproving the merger transaction. The direct investment estimate includes $95 million to $120 million relating to the construction of a headquarters building in Baltimorefor Generation’s competitive energy businesses. On March 20, 2013, Generation signed a 20 year lease agreement that is contingent uponthe developer obtaining all required approvals, permits and financing for the construction of the building. Once required approvals arereceived and financing conditions are met, construction will commence and the building is expected to be ready for occupancy inapproximately 2 years after building construction commences. The direct investment estimate also includes $600 million to $650 million for Exelon’s and Generation’s commitment to develop orassist in development of 285—300 MWs of new generation in Maryland, expected to be completed over a period of 10 years. The MDPSCOrder contemplates various options for complying with the new generation development commitments, including building or acquiringgenerating assets, making subsidy or compliance payments, or in circumstances in which the generation build is delayed, making liquidateddamages payments. Exelon and Generation expect that the majority of these commitments will be satisfied by building or acquiringgenerating assets and, therefore, will be primarily capital in nature and recognized as incurred. If in the future Exelon determines that it isprobable that it will make subsidy, compliance or liquidated damages payments related to the new generation development commitments,Exelon will record a liability at that time. As of December 31, 2013, it is reasonably possible that Exelon will be required to make subsidy or 266(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) liquidated damages payments of approximately $40 million rather than build one of the generation projects contemplated by thecommitments, given that the generation build is dependent upon the passage of legislation and other conditions that Exelon does not control. On July 26, 2013, Generation executed an engineering procurement and construction contract to expand its Perryman, Maryland sitewith 120MW of new natural gas-fired generation to satisfy certain of these commitments and achievement of commercial operation isexpected in 2015. In December 2013, Generation acquired the Fourmile Ridge Project in western Maryland and executed a wind turbinesupply agreement for construction of a 32.5 MW project targeted for commercial operation in November 2014. This project will satisfy aportion of the 125 MW Tier I land-based renewables commitment. See Note 22—Commitments and Contingencies for additionalinformation. As of December 31, 2013, amounts reflected in the Exelon and Generation consolidated financial statements include $24million of capital expenditures and $6 million of development costs included within operating and maintenance expense associated withpursuit of these commitments for new generation in the State of Maryland. Associated with certain of the regulatory approvals required for the merger, on November 30, 2012, a subsidiary of Generation soldthree Maryland generating stations and associated assets, Brandon Shores and H.A. Wagner in Anne Arundel County, Maryland, and C.P.Crane in Baltimore County, Maryland, to Raven Power Holdings LLC (Raven Power), a subsidiary of Riverstone Holdings LLC. The saleagreement included a base price with purchase price adjustments based on fuel inventory, working capital, capital expenditures, and timingof the closing, resulting in net proceeds from the sale of approximately $371 million. Decisions by certain market participants to removethemselves from the bidding process, combined with the deadlines and limitations on the pool of potential buyers imposed by the mergerapproval orders, resulted in realized sales proceeds below Generation’s estimated fair value of the Maryland generating stations.Consequently, Exelon and Generation recorded a pre-tax loss of $272 million in 2012 to reflect the difference between the sales price and thecarrying value of the generating stations and associated assets. In the first quarter of 2013, Exelon and Generation recorded a pre-tax gain of$8 million to reflect the final settlement of the sales price with Raven Power. In connection with the sale of the Maryland generating stations, Exelon agreed to indemnify Raven Power for certain costs associatedwith the treatment of hazardous substances at off-site disposal facilities and any claims arising as a result of, or in connection with, any toxictort, natural resource damages, loss of life or injury to persons due to releases of, or exposure to hazardous substances in connection withRaven Power’s remediation of environmental contamination or Exelon’s non-compliance with environmental laws or permits prior to theclosing date of the sale. Pursuant to the MDPSC merger approval conditions, BGE is restricted from paying any dividend on its common shares through theend of 2014, was required to maintain specified minimum capital and O&M expenditure levels in 2012 and 2013, and is not permitted toreduce employment levels due to involuntary attrition associated with the merger integration process for two years following the closing of themerger. Additionally, BGE is subject to other merger approval conditions to enhance BGE’s ring-fencing measures established by order of theMDPSC. Subsequent to the merger, Generation discovered that, for the first two weeks following the merger, due to a software error, Generationinadvertently bid certain generating units into the PJM energy market at prices that slightly exceeded the cost-based caps to which it hadagreed. This error was a violation of the commitments made in connection with merger approvals by DOJ, FERC and the MDPSC.Generation reported the error to the DOJ, FERC and the MDPSC and committed to remedy 267Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) the impacts of its error. The MDPSC held a hearing to review the error, and accepted Generation’s proposed remediation. Subsequent closeexamination by Generation of its cost-based bids also revealed the need for some minor adjustments to the cost build up for certain of itsPJM units. Generation has coordinated with PJM to determine the impact on Generation’s revenues and the market from this error andthese adjustments, and Generation has worked with PJM to reverse the financial impacts. In November 2012, Generation reached asettlement with the DOJ regarding this matter. The final resolution did not have a material impact on Exelon’s or Generation’s results ofoperations, cash flows or financial position. Exelon was named in suits filed in the Circuit Court of Baltimore City, Maryland alleging that individual directors of Constellationbreached their fiduciary duties by entering into the proposed merger transaction and Exelon aided and abetted the individual directors’breaches. Similar suits were also filed in the United States District Court for the District of Maryland. The suits sought to enjoin aConstellation shareholder vote on the proposed merger until all material information was disclosed and sought rescission of the proposedmerger. During the third quarter of 2011, the parties to the suits reached an agreement in principle to settle the suits through additionaldisclosures to Constellation shareholders. On June 26, 2012, the court approved the settlement and entered final judgment. Accounting for the Merger Transaction The fair value of Constellation’s non-regulated business assets acquired and liabilities assumed was determined based on significantestimates and assumptions that are judgmental in nature, including projected future cash flows (including timing); discount rates reflectingrisk inherent in the future cash flows; and future market prices. There were also judgments made to determine the expected useful livesassigned to each class of assets acquired and duration of liabilities assumed. The financial statements of BGE do not include fair value adjustments for assets or liabilities subject to rate-setting provisions for BGE.BGE is subject to the rate-setting authority of FERC and the MDPSC and is accounted for pursuant to the accounting guidance for regulatedoperations. The rate-setting and cost recovery provisions currently in place for BGE provide revenue derived from costs including a return oninvestment of assets and liabilities included in rate base. Except for debt, fuel supply contracts and regulatory assets not earning a return, thefair values of BGE’s tangible and intangible assets and liabilities subject to these rate-setting provisions are assumed to approximate theircarrying values and, therefore, do not reflect any net adjustments related to these amounts. For BGE’s debt, fuel supply contracts andregulatory assets not earning a return, the difference between fair value and book value of BGE’s assets acquired and liabilities assumed isrecorded as a regulatory asset and liability at Exelon Corporate as Exelon did not apply push-down accounting to BGE. See Note 1—Significant Accounting Policies for additional information on BGE’s push-down accounting treatment. Also see Note 3—Regulatory Mattersfor additional information on BGE’s regulatory assets. The preliminary valuations performed in the first quarter of 2012 were updated in the second, third and fourth quarters of 2012, with themost significant adjustments to the preliminary valuation amounts having been made to the fair values assigned to the acquired powersupply and fuel contracts, unregulated property, plant and equipment and investments in affiliates. There were no significant adjustments tothe purchase price allocation in the first quarter of 2013 and the purchase price allocation was final as of March 31, 2013. 268Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The final purchase price allocation of the Merger of Exelon with Constellation and Exelon’s contribution of certain subsidiaries ofConstellation to Generation was as follows: Preliminary Purchase Price Allocation, excluding amortization Exelon Generation Current assets $4,936 $3,638 Property, plant and equipment 9,342 4,054 Unamortized energy contracts 3,218 3,218 Other intangibles, trade name and retail relationships 457 457 Investment in affiliates 1,942 1,942 Pension and OPEB regulatory asset 740 — Other assets 2,265 1,266 Total assets 22,900 14,575 Current liabilities 3,408 2,804 Unamortized energy contracts 1,722 1,512 Long-term debt, including current maturities 5,632 2,972 Non-controlling interest 90 90 Deferred credits and other liabilities and preferred securities 4,683 1,933 Total liabilities, preferred securities and non-controlling interest 15,535 9,311 Total purchase price $7,365 $5,264 Intangible Assets Recorded For the power supply and fuel contracts acquired from Constellation, the difference between the contract price and the market price atthe date of the merger was recognized as either an intangible asset or liability based on whether the contracts were in or out-of-the-money.The valuation of the acquired intangible assets and liabilities was estimated by applying either the market approach or the income approachdepending on the nature of the underlying contract. The market approach was utilized when prices and other relevant information generatedby market transactions involving comparable transactions were available. Otherwise the income approach, which is based upon discountedprojected future cash flows associated with the underlying contracts, was utilized. The measure is based upon certain unobservable inputs,which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key estimates and inputs include forecasted power and fuelprices and the discount rate. The fair value amounts are amortized over the life of the contract in relation to the present value of the underlyingcash flows as of the merger date. Amortization expense and income are recorded through purchased power and fuel expense or operatingrevenues. Exelon and Generation present separately in their Consolidated Balance Sheets the unamortized energy contract assets and liabilitiesfor these contracts. Generation’s amortization expense for the year ended December 31, 2013 amounted to $470 million. Generation’samortization expense for the period March 12, 2012 to December 31, 2012 amounted to $1,101 million. In addition, Exelon Corporate hasestablished a regulatory asset and an unamortized energy contract liability related to BGE’s power supply and fuel contracts. The powersupply and fuel contracts regulatory asset amortization was $77 million for the year ended December 31, 2013 and $116 million for theperiod March 12, 2012 to December 31, 2012. An equally offsetting amortization of the unamortized energy contract liability has beenrecorded at Exelon Corporate in the Consolidated Statement of Operations. The fair value of the Constellation trade name intangible asset was determined based on the relief from royalty method of the incomeapproach whereby fair value is determined to be the present value of the license fees avoided by owning the assets. The measure is basedupon certain unobservable 269Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key assumptions include the hypothetical royaltyrate and the discount rate. Exelon’s and Generation’s straight line amortization expense for the fair value of the Constellation trade nameintangible asset for the year ended December 31, 2013 and for the period March 12, 2012 to December 31, 2012 amounted to $26 millionand $20 million, respectively. The trade name intangible asset is included in deferred debits and other assets within Exelon’s andGeneration’s Consolidated Balance Sheets. The fair value of the retail relationships was determined based on a “multi-period excess method” of the income approach. Under thismethod, the intangible asset’s fair value is determined to be the estimated future cash flows that will be earned on the current customerbase, taking into account expected contract renewals based on customer attrition rates and costs to retain those customers. The measure isbased upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. Key assumptionsinclude the customer attrition rate and the discount rate. The intangible assets for the fair value of the retail relationships are amortized asamortization expense on a straight line basis over the useful life of the underlying assets. Exelon’s and Generation’s straight lineamortization expense for year ended December 31, 2013 and for the period March 12, 2012 to December 31, 2012 amounted to $21 millionand $15 million, respectively. The retail relationships intangible assets are included in deferred debits and other assets within Exelon’s andGeneration’s Consolidated Balance Sheets. Exelon’s intangible assets and liabilities acquired through the merger with Constellation included in its Consolidated Balance Sheets,along with the future estimated amortization, were as follows as of December 31, 2013: Estimated amortization expense Description WeightedAverageAmortization(Years) Gross AccumulatedAmortization Net 2014 2015 2016 2017 2018 2019andBeyond Unamortized energy contracts, net 1.5 $1,499 $(1,378) $121 $75 $18 $(31) $(21) $11 $69 Trade name 10.0 243 (46) 197 24 24 24 24 24 77 Retail relationships 12.4 214 (36) 178 19 18 18 18 18 87 Total, net $1,956 $(1,460) $496 $118 $60 $11 $21 $53 $233 (a)Includes the fair value of BGE’s power and gas supply contracts of $12 million for which an offsetting Exelon Corporate regulatory asset was also recorded.(b)Weighted average amortization period was calculated as of the date of acquisition. Impact of Merger It is impracticable to determine the overall financial statement impact for the Constellation subsidiaries contributed down to Generationfollowing the Upstream Merger for the year ended December 31, 2012. Upon closing of the merger, the operations of these Constellationsubsidiaries were integrated into Generation’s operations and are therefore not fully distinguishable after the merger. The impact of BGE on Exelon’s Consolidated Statement of Operations and Comprehensive Income includes operating revenues of$3,065 million and $2,091 million and net income (loss) of $210 million and $(31) million during the years ended December 31, 2013 andDecember 31, 2012, respectively. During the year ended December 31, 2013, Exelon, Generation, ComEd, PECO and BGE incurred merger and integration-relatedcosts of $142 million, $106 million, $16 million, $9 million and $6 million, respectively. Of these amounts, Exelon, ComEd and BGEdeferred $17 million, $11 million and $6 270(b)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) million, respectively, as a regulatory asset as of December 31, 2013. Additionally, Exelon and BGE established a regulatory asset of $6million as of December 31, 2013 for previously incurred 2012 merger and integration-related costs. During the year ended December 31, 2012, Exelon, Generation, ComEd, PECO and BGE incurred merger and integration-relatedcosts of $804 million, $340 million, $41 million, $17 million and $182 million, respectively. Of these amounts, Exelon, ComEd and BGEdeferred $58 million, $36 million and $22 million, respectively, as a regulatory asset as of December 31, 2012. The costs incurred are classified primarily within Operating and Maintenance Expense in the Registrants’ respective ConsolidatedStatements of Operations and Comprehensive Income, with the exception of the BGE customer rate credit and the credit facility fees, whichare included as a reduction to operating revenues and other, net, respectively, for years ended December 31, 2013 and 2012. See Note 22—Commitments and Contingencies for additional information. Pro-forma Impact of the Merger The following unaudited pro forma financial information reflects the consolidated results of operations of Exelon and Generation as ifthe merger with Constellation had taken place on January 1, 2011. The unaudited pro forma information was calculated after applyingExelon’s and Generation’s accounting policies and adjusting Constellation’s results to reflect purchase accounting adjustments. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative ofresults of operations that would have been achieved had the merger events taken place on the dates indicated, or the future consolidatedresults of operations of the combined company. Generation Exelon Year Ended December 31, Year Ended December 31, (unaudited) 2012 2011 2012 2011 Total Revenues $17,013 $19,494 $26,700 $30,712 Net income attributable to Exelon 1,205 324 2,092 974 Basic Earnings Per Share n.a. n.a. $2.56 $1.15 Diluted Earnings Per Share n.a. n.a. 2.55 1.14 (a)The amounts above include non-recurring costs directly related to the merger of $203 million for the year ended December 31, 2011.(b)The amounts above include non-recurring costs directly related to the merger of $236 million for the year ended December 31, 2011. Acquisitions (Exelon and Generation) Consistent with the applicable accounting guidance, the fair value of the assets acquired and liabilities assumed was determined as ofthe acquisition date through the use of significant estimates and assumptions that are judgmental in nature. Some of the more significantestimates and assumptions used include: projected future cash flows (including the amount and timing); discount rates reflecting the riskinherent in the future cash flows; and future power and fuel market prices. Additionally, market prices based on the Market Price Referent(MPR) established by the CPUC for renewable energy resources were used in determining the fair value of the Antelope Valley assetsacquired and liabilities assumed. There were also judgments made to determine the expected useful lives assigned to each class of assetsacquired and the duration of the liabilities assumed. Generation did not record any goodwill related to any of the respective acquisitions. 271(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table summarizes the acquisition-date fair value of the consideration transferred and the assets and liabilities assumed foreach of the companies acquired by Generation during the year ended December 31, 2011: Acquisitions 2011 WolfHollow AntelopeValley Fair value of consideration transferred Cash $305 $75 Plus: Gain on PPA settlement 6 — Total fair value of consideration transferred $311 $75 Recognized amounts of identifiable assets acquired and liabilities assumed Property, plant and equipment $347 $15 Inventory 5 — Intangible assets — 190 Payable to First Solar, Inc. — (135) Working capital, net (5) — Other Assets — 5 Total net identifiable assets $347 $75 Bargain purchase gain $36 $— (a)See Note 10—Intangible Assets for additional information.(b)Generation concluded that the remaining, yet-to-be paid $135 million in consideration was embedded in the amounts payable under the Engineering, Procurement,Construction (EPC) agreement for First Solar, Inc. to construct the solar facility. For accounting purposes, this aspect of the transaction is considered to be akin to a“seller financing” arrangement. As such, Generation recorded a liability of $135 million associated with the portion of the future payments to First Solar, Inc. underthe EPC agreement to reflect Generation’s implicit amounts due First Solar, Inc. for the remainder of the value of the net assets acquired. The $135 million payableto First Solar, Inc. will be relieved as Generation makes payments for costs incurred over the project construction period. At December 31, 2012, $87 millionremained payable to First Solar, Inc. During 2013, a subsidiary of Generation paid off the remaining balance of the payable to First Solar, Inc. Wolf Hollow, LLC. On August 24, 2011, Generation completed the acquisition of all of the equity interests of Wolf Hollow, LLC (WolfHollow), a combined-cycle natural gas-fired power plant in north Texas, for a purchase price of $311 million which increased Generation’sowned capacity within the ERCOT power market by 720 MWs. The acquisition supports the Exelon commitment to low-carbon generationas part of Exelon 2020. Generation recognized an approximately $36 million non-cash bargain purchase gain (i.e., negative goodwill). The gain was includedwithin Other, net in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. The pro forma impact of this acquisition would not have been material to Exelon’s or Generation’s results of operations for the yearended December 31, 2011. Antelope Valley Solar Ranch One. On September 30, 2011, Generation announced the completion of its acquisition of all of theinterests in Antelope Valley Solar Ranch One (Antelope Valley), a 230-MW solar PV project under development in northern Los AngelesCounty, California, from First Solar, Inc., which is developing, building, operating, and maintaining the project. The first 272(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) portion of the project began operations in December 2012, with six additional blocks coming online in 2013. Exelon has been informed byFirst Solar of issues relating to delays in the certification of certain components relating to the final two blocks of the project, which will delaycommercial operation of these two blocks until the first half of 2014. When fully operational, Antelope Valley will be one of the largest PVsolar projects in the world, with approximately 3.8 million solar panels generating enough clean, renewable electricity to power theequivalent of 75,000 average homes per year. The project has a 25-year PPA, approved by the California Public Utilities Commission, withPacific Gas & Electric Company for the full output of the plant. The acquisition supports Exelon’s commitment to renewable energy as part ofExelon 2020. Exelon expects to invest up to $650 million in equity in the project through 2014. The DOE’s Loan Programs Office issued a guaranteefor up to $646 million for a non-recourse loan from the Federal Financing Bank to support the financing of the construction of the project. SeeNote 13—Debt and Credit Agreements for additional information on the DOE loan guarantee. The pro forma impact of this acquisition would not have been material to Exelon’s or Generation’s results of operations for the yearended December 31, 2011. 5. Investment in Constellation Energy Nuclear Group, LLC (Exelon and Generation) As a result of the Constellation merger, Generation owns a 50.01% interest in CENG, a nuclear generation business. Generation’stotal equity in earnings (losses) on the investment in CENG is as follows: Year EndedDecember 31,2013 Period March 12,through December 31,2012 Equity investment income $123 $73 Amortization of basis difference in CENG (114) (172) Total equity in earnings (losses)—CENG $9 $(99) As of March 12, 2012, Generation had an initial basis difference of approximately $204 million between the initial carrying value of itsinvestment in CENG and its underlying equity in CENG. This basis difference resulted from the requirement to record the investment inCENG at fair value under purchase accounting while the underlying assets and liabilities within CENG continue to be accounted for on ahistorical cost basis. Generation is amortizing this basis difference over the respective useful lives of the assets and liabilities of CENG or asthose assets and liabilities affect the earnings of CENG. Based on tax sharing provisions contained in the operating agreement for CENG, Generation may be eligible for distributions from itsinvestment in CENG in excess of its 50.01% ownership interest. Through purchase accounting, Generation has recorded the fair value ofexpected future distributions. When these distributions are realized, Generation will record a reduction in its investment in CENG. Anydistributions in excess of Generation’s investment in CENG would be recorded in earnings. Generation has various agreements with CENG to purchase power and to provide certain services. For further information regardingthese agreements see Note 25—Related Party Transactions. 273Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) On July 29, 2013, Exelon, Generation and subsidiaries of Generation entered into a Master Agreement with EDF, EDF Inc. (EDFI) (asubsidiary of EDF) and CENG. The Master Agreement contemplates that the parties will execute a series of additional agreements at aclosing that will occur following the receipt of regulatory approvals and the satisfaction of other customary closing conditions. Exelon currentlyexpects that the closing will occur early in the second quarter of 2014. The Master Agreement requires CENG to make two pre-closing cash distributions to EDF and Generation, if CENG has cash inexcess of reserves and the amount of an outstanding credit facility are available, through one of its wholly owned subsidiaries, as owners ofthe joint venture. Generation received the first distribution of $115 million in December 2013 and recorded it as a reduction to the Investmentin CENG on Exelon’s and Generation’s Consolidated Balance Sheets. A second distribution will occur prior to the closing provided thatCENG has sufficient available cash. At the closing, Generation, CENG and subsidiaries of CENG will execute a Nuclear Operating Services Agreement (NOSA) pursuantto which Generation will operate the CENG nuclear generation fleet owned by CENG subsidiaries and provide corporate and administrativeservices for the remaining life of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to EDFI’s rights as amember of CENG. CENG will reimburse Generation for its direct and allocated costs for such services. The NOSA will replace the SSA. Atthe closing, Nine Mile Point Nuclear Station, a subsidiary of CENG, will also assign to Generation its obligations as Operator of Nine MilePoint Unit 2 under an operating agreement with the co-owner. In addition, at the closing the PSAA will be amended and extended until thepermanent cessation of power generation by the CENG generation plants. In addition, at closing, Generation will make a $400 million loan to CENG, bearing interest at 5.25% per annum and payable out ofspecified available cash flows of CENG and in any event, payable upon the settlement of the Put Option Agreement discussed below, if theput option is exercised, or payable upon the maturity date of the note (which will be 20 years from the closing), whichever occurs first.Immediately following receipt of the proceeds of such loan, CENG will make a $400 million special distribution to EDFI. The parties will alsoexecute a Fourth Amended and Restated Operating Agreement for CENG, pursuant to which, among other things, CENG will commit tomake preferred distributions to Generation (after repayment of the $400 million loan) quarterly out of specified available cash flows, untilGeneration has received aggregate distributions of $400 million plus a return of 8.5% per annum from the date of the special distribution toEDFI. Generation and EDFI will also enter into a Put Option Agreement at closing pursuant to which EDFI will have the option, exercisablebeginning on January 1, 2016 and thereafter until June 30, 2022, to sell its 49.99% interest in CENG to Generation for a fair market valueprice determined by agreement of the parties, or absent agreement, a third-party arbitration process. The appraisers determining fair marketvalue of EDF’s 49.99% interest in CENG under the Put Option Agreement are instructed to take into account all rights and obligations underthe CENG Operating Agreement, including Generation’s rights with respect to any unpaid aggregate preferred distributions and the relatedreturn, and the value of Generation’s rights to other distributions. The beginning of the exercise period will be accelerated if Exelon’s affiliatescease to own a majority of CENG and exercise a related right to terminate the Nuclear Operating Services Agreement. In addition, underlimited circumstances, the period for exercise of the put option may be extended for 18 months. Also at closing, Generation will execute an Indemnity Agreement pursuant to which Generation will indemnify EDF and its affiliatesagainst third-party claims that may arise from any future nuclear incident (as defined in the Price Anderson Act) in connection with the CENGnuclear plants or their operations. Exelon will guarantee Generation’s obligations under this indemnity. 274Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Currently, Exelon and Generation account for their investment in CENG under the equity method of accounting. The transfer of theoperating licenses and corresponding operational control to Exelon and Generation will result in Exelon and Generation being required toconsolidate the financial position and results of operations of CENG. When that accounting change occurs, Exelon and Generation willderecognize their equity method investment in CENG and will record all assets, liabilities and the non-controlling interest in CENG at fairvalue on Exelon and Generation’s balance sheets. Any difference between the former carrying value and newly recorded fair value at thatdate will be recognized as a gain or loss upon consolidation, which could be material to Exelon’s and Generation’s results of operations. 6. Accounts Receivable (Exelon, Generation, ComEd PECO and BGE) Accounts receivable at December 31, 2013 and 2012 included estimated unbilled revenues, representing an estimate for the unbilledamount of energy or services provided to customers, and is net of an allowance for uncollectible accounts as follows: 2013 Exelon Generation ComEd PECO BGE Unbilled customer revenues $1,151 $584 $201 $161 $205 Allowance for uncollectible accounts (272) (57) (62) (107) (46) 2012 Exelon Generation ComEd PECO BGE Unbilled customer revenues $1,094 $535 $213 $164 $182 Allowance for uncollectible accounts (293) (84) (70) (99) (40) (a)Represents unbilled portion of retail receivables estimated under Exelon’s unbilled critical accounting policy.(b)Includes the allowance for uncollectible accounts on customer and other accounts receivable.(c)Includes an allowance for uncollectible accounts of $8 million and $7 million at December 31, 2013 and 2012, respectively, related to PECO’s current installment planreceivables described below. PECO Installment Plan Receivables (Exelon and PECO). PECO enters into payment agreements with certain delinquentcustomers, primarily residential, seeking to restore their service, as required by the PAPUC. Customers with past due balances that meetcertain income criteria are provided the option to enter into an installment payment plan, some of which have terms greater than one year, torepay past due balances in addition to paying for their ongoing service on a current basis. The receivable balance for these paymentagreement receivables is recorded in accounts receivable for the current portion and other deferred debits and other assets for the noncurrentportion. The net receivable balance for installment plans with terms greater than one year was $19 million and $18 million as ofDecember 31, 2013 and 2012, respectively. The allowance for uncollectible accounts reserve methodology and assessment of the creditquality of the installment plan receivables are consistent with the customer accounts receivable methodology discussed in Note 1—Significant Accounting Policies. The allowance for uncollectible accounts balance associated with these receivables at December 31, 2013of $18 million consists of $1 million, $4 million and $13 million for low risk, medium risk and high risk segments, respectively. Theallowance for uncollectible accounts balance at December 31, 2012 of $15 million consists of $1 million, $3 million and $11 million for lowrisk, medium risk and high risk segments, respectively. The balance of the payment agreement is billed to the customer in equal monthlyinstallments over the term of the agreement. Installment receivables outstanding as of December 31, 2013 and 2012 include balances notyet presented on the customer bill, accounts currently billed and an immaterial amount of past due receivables. When a customer defaults onits payment agreement, the terms of which are defined by plan type, the entire balance of the agreement becomes due and the balance isreclassified to current customer accounts receivable and reserved for in accordance with the methodology discussed in Note 1—SignificantAccounting Policies. 275(a)(b)(c) (a)(b)(c) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Accounts Receivable Agreement (Exelon and PECO). PECO was party to an agreement with a financial institution under which ittransferred an undivided interest, adjusted daily, in its accounts receivable designated under the agreement in exchange for proceeds of $210million, which was classified as a short-term note payable on Exelon’s and PECO’s Consolidated Balance Sheets as of December 31, 2012.The agreement terminated on August 30, 2013 and PECO paid down the outstanding principal of $210 million. The financial institution nolonger has an undivided interest in the accounts receivable designated under the agreement. As of December 31, 2012, the financialinstitution’s undivided interest in Exelon’s and PECO’s gross accounts receivable was equivalent to $289 million, which represented thefinancial institution’s interest in PECO’s eligible receivables as calculated under the terms of the agreement. The agreement required PECOto maintain eligible receivables at least equivalent to the financial institution’s undivided interest. 7. Property, Plant and Equipment (Exelon, Generation, ComEd, PECO and BGE) Exelon The following table presents a summary of property, plant and equipment by asset category as of December 31, 2013 and 2012: Average Service Life(years) 2013 2012 Asset Category Electric—transmission and distribution 5 - 90 $28,123 $26,576 Electric—generation 1 - 52 20,420 19,004 Gas—transportation and distribution 5 - 90 3,296 3,108 Common—electric and gas 5 - 50 1,101 1,029 Nuclear fuel 1 - 8 5,196 4,815 Construction work in progress N/A 1,890 1,926 Other property, plant and equipment 1 - 51 1,017 912 Total property, plant and equipment 61,043 57,370 Less: accumulated depreciation 13,713 12,184 Property, plant and equipment, net $47,330 $45,186 (a)Includes nuclear fuel that is in the fabrication and installation phase of $947 million and $894 million at December 31, 2013 and 2012, respectively.(b)Includes Generation’s buildings under capital lease with a net carrying value of $23 million and $20 million at December 31, 2013 and 2012, respectively. Theoriginal cost basis of the buildings was $59 million and total accumulated amortization was $36 million and $33 million as of December 31, 2013 and 2012,respectively. Also includes ComEd’s buildings under capital lease with a net carrying value of $8 million and $0 million at December 31, 2013 and 2012,respectively. The original cost basis of the buildings was $8 million and total accumulated amortization was $0 million and $0 million as of December 31, 2013 and2012, respectively. Includes land held for future use and non utility property at PECO and BGE. These balances also include capitalized acquisition, developmentand exploration costs related to oil and gas production activities at Generation.(c)Includes accumulated amortization of nuclear fuel in the reactor core at Generation of $2,371 million and $2,078 million as of December 31, 2013 and 2012,respectively. 276(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table presents the annual depreciation provisions as a percentage of average service life for each asset category. Average Service Life Percentage by Asset Category 2013 2012 2011 Electric—transmission and distribution 2.91% 2.76% 2.59% Electric—generation 3.35% 3.15% 3.12% Gas 2.06% 2.03% 1.73% Common—electric and gas 7.53% 7.61% 8.05% Generation The following table presents a summary of property, plant and equipment by asset category as of December 31, 2013 and 2012: Average Service Life(years) 2013 2012 Asset Category Electric—generation 1 - 52 $20,420 $19,004 Nuclear fuel 1 - 8 5,196 4,815 Construction work in progress N/A 1,129 1,352 Other property, plant and equipment 1 - 51 400 374 Total property, plant and equipment 27,145 25,545 Less: accumulated depreciation 7,034 6,014 Property, plant and equipment, net $20,111 $19,531 (a)Includes nuclear fuel that is in the fabrication and installation phase of $947 million and $894 million at December 31, 2013 and 2012, respectively.(b)Includes buildings under capital lease with a net carrying value of $23 million and $20 million at December 31, 2013 and 2012, respectively. The original cost basis ofthe buildings was $59 million and total accumulated amortization was $36 million and $33 million as of December 31, 2013 and 2012, respectively. These balancesalso include capitalized acquisition, development and exploration costs related to oil and gas production activities.(c)Includes accumulated amortization of nuclear fuel in the reactor core of $2,371 million and $2,078 million as of December 31, 2013 and 2012, respectively. The annual depreciation provisions as a percentage of average service life for electric generation assets were 3.35%, 3.15% and 3.12%for the years ended December 31, 2013, 2012 and 2011, respectively. License Renewals. Generation’s depreciation provisions are based on the estimated useful lives of its generating stations, whichassume the renewal of the licenses for all nuclear generating stations (except for Oyster Creek) and the hydroelectric generating stations. Asa result, the receipt of license renewals has no impact on the Consolidated Statements of Operations. See Note 3—Regulatory Matters foradditional information regarding license renewals. Plant Retirements Schuylkill Station and Riverside Station. On October 31, 2012, Generation notified PJM of its intention to permanently retireSchuylkill Generating Station Unit 1 by February 1, 2013, and Riverside Generating Station Unit 6 by June 1, 2014. Schuylkill Unit 1 is a166 MW peaking oil unit located in 277(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Philadelphia, Pennsylvania, which was placed in service in 1958. Riverside Unit 6 is a 115 MW peaking gas/kerosene unit that was placedin service in 1970, located in Baltimore, Maryland. On December 1, 2013, Generation notified PJM of its intention to permanently retireRiverside Generating Station Unit 4 by June 1, 2016. Riverside Unit 4 is a 74 MW intermediate gas unit that was placed in service in 1951also located in Baltimore, Maryland. The units are being retired because they are no longer economic to operate due to their age, relativelyhigh capital and operating costs and declining revenue expectations. On November 30, 2012, PJM notified Generation that it did not identifyany transmission system reliability issues associated with the proposed Schuylkill Unit 1 retirement date, and as a result, Schuylkill Unit 1was retired on January 1, 2013. On January 7, 2013 and December 23, 2013, PJM notified Generation that it did not identify anytransmission system reliability issues associated with the retirements of Riverside Units 6 and 4, respectively. The early retirements will nothave a material impact on Generation or Exelon’s results of operations, cash flows or financial position. Eddystone Station and Cromby Station. In December 2009, Exelon announced its intention to permanently retire three coal-firedgenerating units and one oil/gas-fired generating unit, effective May 31, 2011, in response to the economic outlook related to the continuedoperation of these four units. However, PJM determined that transmission reliability upgrades would be necessary to alleviate reliabilityimpacts and that those upgrades would be completed in a manner that will permit Generation’s retirement of two of the units on that date andtwo of the units subsequent to May 31, 2011. On May 31, 2011, Cromby Generating Station (Cromby) Unit 1 and Eddystone GeneratingStation (Eddystone) Unit 1 were retired. On May 27, 2011, the FERC approved a settlement providing for a reliability-must-run rate schedule,which defined compensation to be paid to Generation for continuing to operate Cromby Unit 2 and Eddystone Unit 2. The monthly fixed-costrecovery during the reliability-must-run period for Eddystone Unit 2 was approximately $6 million, and covered operating costs, plus a returnon net assets, of the two units during the reliability-must-run period. In addition, Generation was reimbursed for variable costs, includingfuel, emissions costs, chemicals, auxiliary power and for project investment costs during the reliability-must-run period. Eddystone Unit 2and Cromby Unit 2 operated under the reliability-must-run agreement from June 1, 2011 until their respective retirement dates, Cromby Unit2 on December 31, 2011 and Eddystone Unit 2 on May 31, 2012. During the years ended December 31, 2013, 2012, and 2011, Generation incurred $1 million, $11 million, and $2 million of shutdown costs reflected within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations andComprehensive Income. Expense for the write down of inventory was not material for the years ended December 31, 2013, 2012 and 2011. 278Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) ComEd The following table presents a summary of property, plant and equipment by asset category as of December 31, 2013 and 2012: Average Service Life(years) 2013 2012 Asset Category Electric—transmission and distribution 5 - 75 $17,334 $16,480 Construction work in progress N/A 456 294 Other property, plant and equipment 50 60 50 Total property, plant and equipment 17,850 16,824 Less: accumulated depreciation 3,184 2,998 Property, plant and equipment, net $14,666 $13,826 (a)Includes buildings under capital lease with a net carrying value of $8 million and $0 million at December 31, 2013 and 2012, respectively. The original cost basis ofthe buildings was $8 million and total accumulated amortization was $0 million and $0 million as of December 31, 2013 and 2012, respectively. The annual depreciation provisions as a percentage of average service life for electric transmission and distribution assets were 2.97%,2.79% and 2.67% for the years ended December 31, 2013, 2012 and 2011, respectively. PECO The following table presents a summary of property, plant and equipment by asset category as of December 31, 2013 and 2012: Average Service Life(years) 2013 2012 Asset Category Electric—transmission and distribution 5 - 65 $6,669 $6,355 Gas—transportation and distribution 5 - 70 1,932 1,859 Common—electric and gas 5 - 50 600 568 Construction work in progress N/A 101 76 Other property, plant and equipment 50 17 17 Total property, plant and equipment 9,319 8,875 Less: accumulated depreciation 2,935 2,797 Property, plant and equipment, net $6,384 $6,078 (a)Represents land held for future use and non utility property. The following table presents the annual depreciation provisions as a percentage of average service life for each asset category. Average Service Life Percentage by Asset Category 2013 2012 2011 Electric—transmission and distribution 2.73% 2.51% 2.33% Gas 1.79% 1.77% 1.73% Common—electric and gas 6.65% 7.54% 8.05% 279(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) BGE The following table presents a summary of property, plant and equipment by asset category as of December 31, 2013 and 2012: Average Service Life(years) 2013 2012 Asset Category Electric—transmission and distribution 5 - 90 $6,100 $5,767 Gas—distribution 5 -90 1,660 1,548 Common—electric and gas 5 - 40 578 554 Construction work in progress N/A 196 193 Other property, plant and equipment 20 32 31 Total property, plant and equipment 8,566 8,093 Less: accumulated depreciation 2,702 2,595 Property, plant and equipment, net $5,864 $5,498 (a)Represents land held for future use and non utility property. Average Service Life Percentage by Asset Category 2013 2012 2011 Electric—transmission and distribution 2.91% 2.92% 2.89% Gas 2.36% 2.33% 2.41% Common—electric and gas 8.45% 7.68% 8.40% See Note 1—Significant Accounting Polices for further information regarding property, plant and equipment policies and accounting forcapitalized software costs for Exelon, Generation, ComEd, PECO and BGE. See Note 13—Debt and Credit Agreements for furtherinformation regarding Exelon’s, ComEd’s, and PECO’s property, plant and equipment subject to mortgage liens. 8. Impairment of Long-Lived Assets (Exelon and Generation) Long-Lived Assets (Exelon and Generation) Generation evaluates long-lived assets for recoverability whenever events or changes in circumstances indicate that the carryingamount may not be recoverable. In the third quarter of 2013, lower projected wind production and a decline in power prices suggested that thecarrying value of certain wind projects may be impaired. Generation concluded that the estimated undiscounted future cash flows and fairvalue of eleven wind projects, primarily located in West Texas and Minnesota, were less than their respective carrying values atSeptember 30, 2013. The fair value analysis was primarily based on the income approach using significant unobservable inputs (Level 3)including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. As a result, long-lived assetsheld and used with a carrying amount of approximately $75 million were written down to their fair value of $32 million and a pre-taximpairment charge of $43 million was recorded during the third quarter in operating and maintenance expense in Exelon’s and Generation’sConsolidated Statements of Operations. Of the $43 million, $4 million was attributable to non-controlling interests for certain of the windprojects. 280(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Nuclear Uprate Program (Exelon and Generation) Generation is engaged in individual projects as part of a planned power uprate program across its nuclear fleet. When economicallyviable, the projects take advantage of new production and measurement technologies, new materials and application of expertise gained froma half-century of nuclear power operations. Based on ongoing reviews, the nuclear uprate implementation plan was adjusted during 2013 tocancel certain projects. The Measurement Uncertainty Recapture (MUR) uprate projects at the Dresden and Quad Cities nuclear stationswere cancelled as a result of the cost of additional plant modifications identified during final design work which, when combined with thencurrent market conditions, made the projects not economically viable. Additionally, the market conditions prompted Generation to cancel thepreviously deferred extended power uprate projects at the LaSalle and Limerick nuclear stations. During 2013, Generation recorded a pre-taxcharge to operating and maintenance expense and interest expense of approximately $111 million and $8 million, respectively, to accrueremaining costs and reverse the previously capitalized costs. Like-Kind Exchange Transaction (Exelon) Prior to the PECO/Unicom Merger in October 2000, UII, LLC (formerly Unicom Investments, Inc.) (UII), a wholly owned subsidiary ofExelon, entered into a like-kind exchange transaction pursuant to which approximately $1.6 billion was invested in coal-fired generatingstation leases located in Georgia and Texas with two separate entities unrelated to Exelon. The generating stations were leased back to suchentities as part of the transaction. See Note 14—Income Taxes for further information. For financial accounting purposes, the investments areaccounted for as direct financing lease investments. UII holds the leasehold interests in the generating stations in several separatebankruptcy remote, special purpose companies it directly or indirectly wholly owns. The lease agreements provide the lessees with fixedpurchase options at the end of the lease terms. If the lessees do not exercise the fixed purchase options, Exelon has the ability to require thelessees to return the leasehold interests or to arrange for a third-party to bid on a service contract for a period following the lease term. IfExelon chooses the service contract option, the leasehold interests will be returned to Exelon at the end of the term of the service contract. Inany event, Exelon will be subject to residual value risk if the lessees do not exercise the fixed purchase options. This risk is partiallymitigated by the fair value of the scheduled payments under the service contract. However, such payments are not guaranteed. Further, theterm of the service contract is less than the expected remaining useful life of the plants and, therefore, Exelon’s exposure to residual valuerisk will not be mitigated by payments under the service contract in this remaining period. In the fourth quarter of 2000, under the terms ofthe lease agreements, UII received a prepayment of $1.2 billion for all rent, which reduced the investment in the leases. There are nominimum scheduled lease payments to be received over the remaining term of the leases. Pursuant to the applicable accounting guidance, Exelon is required to review the estimated residual values of its direct financing leaseinvestments at least annually and record an impairment charge if the review indicates an other than temporary decline in the fair value of theresidual values below their carrying values. Exelon estimates the fair value of the residual values of its direct financing lease investmentsunder the income approach, which uses a discounted cash flow analysis, which takes into consideration significant unobservable inputs(Level 3) including the expected revenues to be generated and costs to be incurred to operate the plants over their remaining useful livessubsequent to the lease end dates. Significant assumptions used in estimating the fair value include fundamental energy and capacityprices, fixed and variable costs, capital expenditure requirements, discount rates, tax rates, and the estimated remaining useful lives of theplants. The estimated fair values also reflect the cash flows associated with the service contract option discussed above given that a marketparticipant would take into consideration all of the terms and conditions contained in the lease agreements. 281Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Based on the review performed in the second quarter of 2013, the estimated residual value of one of Exelon’s direct financing leasesexperienced an other than temporary decline given reduced long-term energy and capacity price expectations. As a result, Exelon recorded a$14 million pre-tax impairment charge in the second quarter of 2013, which was recorded in investments and operating and maintenanceexpense in the Consolidated Balance Sheet and the Consolidated Statement of Operations, respectively. Changes in the assumptionsdescribed above could potentially result in future impairments of Exelon’s direct financing lease investments, which could be material.Through December 31, 2013, no events have occurred that would require Exelon to review the estimated residual values of its directfinancing lease investments subsequent to the review performed in the second quarter of 2013. As of December 31, 2012, Exelon concluded that the estimated fair values of the residual values at the end of the lease terms exceededthe residual values established at the lease dates. At December 31, 2013 and December 31, 2012, the components of the net investment in long-term leases were as follows: December 31, 2013 December 31, 2012 Estimated residual value of leased assets $1,465 $1,492 Less: unearned income 767 807 Net investment in long-term leases $698 $685 9. Jointly Owned Electric Utility Plant (Exelon, Generation, PECO and BGE) Exelon, Generation, PECO and BGE’s undivided ownership interests in jointly owned electric plants and transmission facilities atDecember 31, 2013 and 2012 were as follows: Nuclear generation Fossil fuel generation Transmission Other Quad Cities PeachBottom Salem Keystone Conemaugh Wyman PA DE/NJ Other Operator Generation Generation PSEGNuclear GenOn GenOn FP&L FirstEnergy PSEG Ownership interest 75.00% 50.00% 42.59% 41.98% 31.28% 5.89% Various 42.55% 44.24% Exelon’s share at December 31,2013: Plant $941 $883 $501 $725 $399 $3 $14 $64 $2 Accumulated depreciation 226 326 134 268 220 3 7 34 1 Construction workin progress 27 174 24 6 121 — — — — Exelon’s share at December 31,2012: Plant $874 $796 $494 $624 $322 $3 $13 $65 $1 Accumulated depreciation 187 302 119 153 158 3 7 33 — Construction workin progress 44 115 11 10 57 — 1 — — (a)Generation also owns a proportionate share in the fossil fuel combustion turbine at Salem, which is fully depreciated. The gross book value was $3 million atDecember 31, 2013 and 2012.(b)Generation’s ownership interest in Keystone and Conemaugh has increased as a result of Exelon’s merger with Constellation in 2012. See Note 4—Merger andAcquisitions for additional information.(c)PECO and BGE own a 22% and 7% share, respectively, in 127 miles of 500 kV lines located in Pennsylvania; PECO and BGE also own a 20.7% and 10.56% share,respectively, of a 500 kV substation immediately outside of the Conemaugh fossil generating station which supplies power to the 500 kV lines including, but notlimited to, the lines noted above. 282(a)(b)(b)(c)(d)(e)(f)(f)(f)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (d)PECO owns a 42.55% share in 131 miles of 500 kV lines located in Delaware and New Jersey as well as a 42.55% share in a 500kV substation immediately outsideof the Salem nuclear generating station in New Jersey which supplies power to the 500kV lines including, but not limited to, the lines noted above.(e)Generation has a 44.24% ownership interest in Merrill Creek Reservoir located in New Jersey.(f)Excludes asset retirement costs. Exelon’s, Generation’s, PECO’s and BGE’s undivided ownership interests are financed with their funds and all operations areaccounted for as if such participating interests were wholly owned facilities. Exelon’s, Generation’s, PECO’s and BGE’s share of directexpenses of the jointly owned plants are included in fuel and operating and maintenance expenses on Exelon’s and Generation’sConsolidated Statements of Operations and in operating and maintenance expenses on PECO’s and BGE’s Consolidated Statements ofOperations. 10. Intangible Assets (Exelon, Generation, ComEd and PECO) Goodwill Exelon’s and ComEd’s gross amount of goodwill, accumulated impairment losses and carrying amount of goodwill for the years endedDecember 31, 2013 and 2012 were as follows: GrossAmount AccumulatedImpairmentLosses CarryingAmount Balance, January 1, 2012 $4,608 $1,983 $2,625 Impairment losses — — — Balance, December 31, 2013 $4,608 $1,983 $2,625 (a)Reflects goodwill recorded in 2000 from the PECO/Unicom (predecessor parent company of ComEd) merger net of amortization, resolution of tax matters and other non-impairment-related changes as allowed under previous authoritative guidance. Goodwill is not amortized, but is subject to an assessment for impairment at least annually, or more frequently if events occur orcircumstances change that would more likely than not reduce the fair value of the ComEd reporting unit below its carrying amount. Underthe authoritative guidance for goodwill, a reporting unit is an operating segment or one level below an operating segment (known as acomponent) and is the level at which goodwill is tested for impairment. A component of an operating segment is a reporting unit if thecomponent constitutes a business for which discrete financial information is available and is regularly reviewed by segment management.ComEd has a single operating segment for its combined business. There is no level below this operating segment for which discretefinancial information is regularly reviewed by segment management. Therefore, ComEd’s operating segment is considered its only reportingunit. Entities assessing goodwill for impairment have the option of first performing a qualitative assessment before calculating the fair valueof the reporting unit (i.e., step one of the two-step fair value based impairment test). If an entity determines, on the basis of qualitative factors,that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step fair value based impairment test isrequired. Otherwise, no further testing is required. If an entity bypasses the qualitative assessment or performs the qualitative assessment, but determines that it is more likely than notthat its fair value is less than its carrying amount, a quantitative two-step, fair value based test is performed. The first step compares the fairvalue of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit 283(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) exceeds its fair value, the second step is performed. The second step requires an allocation of fair value to the individual assets and liabilitiesusing purchase price allocation in order to determine the implied fair value of goodwill. If the implied fair value of goodwill is less than thecarrying amount, an impairment loss is recorded as a reduction to goodwill and a charge to operating expense. Any goodwill impairmentcharge at ComEd will affect Exelon’s consolidated results of operations. ComEd’s valuation approach is based on a market participant view, pursuant to authoritative guidance for fair value measurement, andutilizes a weighted combination of a discounted cash flow analysis and a market multiples analysis. The discounted cash flow analysis relieson a single scenario reflecting “base case” or “best estimate” projected cash flows for ComEd’s business and includes an estimate ofComEd’s terminal value based on these expected cash flows using the generally accepted Gordon Dividend Growth formula, which derivesa valuation using an assumed perpetual annuity based on the entity’s residual cash flows. The discount rate is based on the generallyaccepted Capital Asset Pricing Model and represents the weighted average cost of capital of comparable companies. The market multiplesanalysis utilizes multiples of business enterprise value to earnings, before interest, taxes, depreciation and amortization (EBITDA) ofcomparable companies in estimating fair value. Significant assumptions used in estimating the fair value include discount and growth rates,utility sector market performance and transactions, projected operating and capital cash flows from ComEd’s business and the fair value ofdebt. Management performs a reconciliation of the sum of the estimated fair value of all Exelon reporting units to Exelon’s enterprise valuebased on its trading price to corroborate the results of the discounted cash flow analysis and the market multiple analysis. 2013 Goodwill Impairment Assessments. Management concluded the remeasurement of the like-kind exchange position and thecharge to ComEd’s earnings in the first quarter of 2013 triggered an interim goodwill impairment assessment and, as a result, ComEdtested its goodwill for impairment as of January 31, 2013. The first step of the interim impairment assessment comparing the estimated fairvalue of ComEd to its carrying value, including goodwill, indicated no impairment of goodwill; therefore, the second step was not required. ComEd performed a quantitative assessment as of November 1, 2013, for its 2013 annual goodwill impairment assessment. The firststep of the annual impairment assessment comparing the estimated fair value of ComEd to its carrying value, including goodwill, indicatedno impairment of goodwill; therefore, the second step was not required. In both the interim and annual assessments, the discounted cash flow analysis reflected Exelon’s indemnity to hold ComEd harmlessfrom any unfavorable impacts of the after-tax interest amounts related to the like-kind exchange position on ComEd’s equity. While neitherthe interim nor the annual assessments indicated an impairment of ComEd’s goodwill, certain assumptions used to estimate the fair valueof ComEd are highly sensitive to changes. Adverse regulatory actions, such as early termination of EIMA, or changes in significantassumptions, including discount and growth rates, utility sector market performance and transactions, projected operating and capital cashflows from ComEd’s business, and the fair value of debt could potentially result in a future impairment of ComEd’s goodwill, which could bematerial. Based on the results of the annual goodwill test performed as of November 1, 2013, the estimated fair value of ComEd would haveneeded to decrease by more than 10% for ComEd to fail the first step of the impairment test. Prior Goodwill Impairment Assessments. Management concluded that the May 2012 ICC final Order in ComEd’s 2011 formula rateproceeding triggered an interim goodwill impairment assessment and, as a result, ComEd tested its goodwill for impairment as of May 31,2012. The first step of the 284Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) interim impairment assessment comparing the estimated fair value of ComEd to its carrying value, including goodwill, indicated noimpairment of goodwill; therefore, the second step was not required. ComEd performed a qualitative assessment as of November 1, 2012,for its 2012 annual goodwill impairment assessment and determined that its fair value was not more likely than not less than its carryingvalue. Therefore, ComEd did not perform a quantitative assessment. As part of its qualitative assessment, ComEd evaluated, among otherthings, management’s best estimate of projected operating and capital cash flows for ComEd’s business (including the impacts of the May2012 Order) as well as changes in certain other market conditions, such as the discount rate and EBITDA multiples. Other Intangible Assets For discussion surrounding Exelon’s and Generation’s unamortized energy contracts, trade name and retail relationships recorded inconjunction with the Merger, refer to Note 4—Merger and Acquisitions. Exelon’s, Generation’s and ComEd’s other intangible assets, included in unamortized energy contract assets and deferred debits andother assets in their Consolidated Balance Sheets, consisted of the following as of December 31, 2013: WeightedAverageAmortizationYears Estimated amortization expense Gross AccumulatedAmortization Net 2014 2015 2016 2017 2018 Generation Exelon Wind acquisition 18.0 $224 $(41) $183 $14 $14 $14 $14 $14 Antelope Valley acquisition 25.0 190 (4) 186 8 8 8 8 8 ComEd Chicago settlement—1999 agreement 21.8 100 (76) 24 3 3 3 4 4 Chicago settlement—2003 agreement 17.9 62 (38) 24 4 4 4 3 3 Total intangible assets $576 $(159) $417 $29 $29 $29 $29 $29 (a)In December 2010, Generation acquired all of the equity interests of John Deere Renewables, LLC (later named Exelon Wind), adding 735 MWs of installed,operating wind capacity located in eight states.(b)Refer to Note 4—Merger and Acquisitions for additional information regarding Antelope Valley.(c)In March 1999, ComEd entered into a settlement agreement with the City of Chicago associated with ComEd’s franchise agreement. Under the terms of thesettlement, ComEd agreed to make payments to the City of Chicago each year from 1999 to 2002. The intangible asset recognized as a result of these payments isbeing amortized ratably over the remaining term of the franchise agreement, which ends in 2020.(d)In February 2003, ComEd entered into separate agreements with the City of Chicago and with Midwest Generation, LLC (Midwest Generation). Under the terms ofthe settlement agreement with the City of Chicago, ComEd agreed to pay the City of Chicago a total of $60 million over a ten-year period, beginning in 2003. Theintangible asset recognized as a result of the settlement agreement is being amortized ratably over the remaining term of the City of Chicago franchise agreement,which ends in 2020. As required by the settlement, ComEd also made a payment of $2 million to a third-party on the City of Chicago’s behalf. Under the terms of theagreement with Midwest Generation, ComEd received payments of $32 million from Midwest Generation to relieve Midwest Generation’s obligation under the 1999fossil sale agreement with ComEd to build the generation facility in the City of Chicago. The payments received by ComEd, which have been recorded in other long-term liabilities, are being recognized ratably (approximately $2 million annually) as an offset to amortization expense over the remaining term of the franchiseagreement.(e)Weighted-average amortization period was calculated at the date of acquisition for acquired assets or settlement agreement.(f)Excludes $67 million of other miscellaneous unamortized energy contracts that have been acquired at various points in time. 285(e)(f)(a)(b)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table summarizes the amortization expense related to intangible assets for each of the years ended December 31, 2013,2012 and 2011: For the Year Ended December 31, Exelon Generation ComEd 2013 $27 $20 $7 2012 20 13 7 2011 19 12 7 Acquired Intangible Assets Accounting guidance for business combinations requires that the acquirer must recognize separately identifiable intangible assets in theapplication of purchase accounting. The valuation of the acquired intangible assets discussed below were estimated by applying the incomeapproach, which is based upon discounted projected future cash flows associated with the respective PPAs. Key assumptions used in thevaluation of these intangible assets include forecasted power prices and discount rates. Those measures are based upon certainunobservable inputs, which are considered Level 3 inputs, pursuant to applicable accounting guidance. The intangible assets are amortizedas a decrease in operating revenue within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Incomeover the term of the underlying PPAs. Exelon Wind. The output of the acquired wind turbines has been sold under PPA contracts. The excess of the contract price of the PPAsover market prices was recognized as intangible assets at the acquisition date. Generation determined that the estimated acquisition-date fairvalue of the intangible assets was approximately $224 million, which is recorded in unamortized energy contract assets within Exelon’s andGeneration’s Consolidated Balance Sheets. The intangible assets are amortized on a straight-line basis over the period in which theassociated contract revenues are recognized. Antelope Valley. Upon completion of the development project, all of the output will be sold under a PPA with Pacific Gas & ElectricCompany. The excess of the contract price of the PPA over forecasted MPR-based market prices was recognized as an intangible asset at theacquisition date. Generation determined that the estimated acquisition-date fair value of the intangible asset was approximately $190 million,which is recorded in unamortized energy contract assets within Exelon’s and Generation’s Consolidated Balance Sheets. The fair value isamortized over the life of the contract in relation to the present value of the underlying cash flows as of the acquisition date. Renewable Energy Credits and Alternative Energy Credits (Exelon, Generation, ComEd and PECO). Exelon’s, Generation’s, ComEd’s and PECO’s other intangible assets, included in other current assets and other deferred debits andother assets on the Consolidated Balance Sheets, include RECs (Exelon, Generation and ComEd) and AECs (Exelon and PECO).Revenue for RECs that are part of a bundled power sale is recognized when the power is produced and delivered to the customer. As ofDecember 31, 2013, and 2012, PECO had current AECs of $19 million and $17 million, respectively, and noncurrent AECs of $5 millionand $9 million, respectively. As of December 31, 2013, and 2012, Generation had current RECs of $158 million and $61 million,respectively, and noncurrent RECs of $0 million and $45 million, respectively. As of December 31, 2013, and 2012, ComEd, had currentRECs of $3 million and $4 million, respectively. See Note 3—Regulatory Matters and Note 22—Commitments and Contingencies foradditional information on RECs and AECs. 286Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) 11. Fair Value of Financial Assets and Liabilities (Exelon, Generation, ComEd, PECO and BGE) Fair Value of Financial Liabilities Recorded at the Carrying Amount The following tables present the carrying amounts and fair values of the Registrants’ short-term liabilities, long-term debt, SNFobligation, trust preferred securities (long-term debt to financing trusts or junior subordinated debentures), and preferred securities as ofDecember 31, 2013, and 2012: Exelon December 31, 2013 December 31, 2012 CarryingAmount Fair Value CarryingAmount FairValue Level 1 Level 2 Level 3 Short-term liabilities $344 $3 $341 $— $214 $214 Long-term debt (including amounts due within oneyear) 19,132 — 18,672 1,079 18,745 20,520 Long-term debt to financing trusts 648 — — 631 648 664 SNF obligation 1,021 — 790 — 1,020 763 Preferred securities of subsidiary — — — — 87 82 Generation December 31, 2013 December 31, 2012 CarryingAmount Fair Value CarryingAmount FairValue Level 1 Level 2 Level 3 Short-term liabilities $22 $— $22 $— $— $— Long-term debt (including amounts due within one year) 7,729 — 6,586 1,062 7,483 7,849 SNF obligation 1,021 — 790 — 1,020 763 ComEd December 31, 2013 December 31, 2012 CarryingAmount Fair Value CarryingAmount FairValue Level 1 Level 2 Level 3 Short-term liabilities $184 $— $184 $— $— $— Long-term debt (including amounts due within one year) 5,675 — 6,238 17 5,567 6,548 Long-term debt to financing trust 206 — — 202 206 212 PECO December 31, 2013 December 31, 2012 CarryingAmount Fair Value CarryingAmount FairValue Level 1 Level 2 Level 3 Short-term liabilities $— $— $— $— $210 $210 Long-term debt (including amounts due within one year) 2,197 — 2,358 — 1,947 2,264 Long-term debt to financing trusts 184 — — 180 184 188 Preferred securities — — — — 87 82 287Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) BGE December 31, 2013 December 31, 2012 CarryingAmount Fair Value CarryingAmount FairValue Level 1 Level 2 Level 3 Short-term liabilities $138 $3 $135 $— $— $— Long-term debt (including amounts due within one year) 2,011 — 2,148 — 2,178 2,468 Long-term debt to financing trusts 258 — — 249 258 263 Short-Term Liabilities. The short-term liabilities included in the tables above are comprised of short-term borrowings (Level 2), short-term notes payable related to PECO’s accounts receivable agreement (Level 2), and dividends payable (Level 1). The Registrants’ carryingamounts of the short-term liabilities are representative of fair value because of the short-term nature of these instruments. See Note 13—Debt and Credit Agreements for additional information on PECO’s accounts receivable agreement. Long-Term Debt. The fair value amounts of Exelon’s taxable debt securities (Level 2) are determined by a valuation model that isbased on a conventional discounted cash flow methodology and utilizes assumptions of current market pricing curves. In order to incorporatethe credit risk of the Registrants into the discount rates, Exelon obtains pricing (i.e., U.S. Treasury rate plus credit spread) based on trades ofexisting Exelon debt securities as well as debt securities of other issuers in the electric utility sector with similar credit ratings in both theprimary and secondary market, across the Registrants’ debt maturity spectrum. The credit spreads of various tenors obtained from thisinformation are added to the appropriate benchmark U.S. Treasury rates in order to determine the current market yields for the varioustenors. The yields are then converted into discount rates of various tenors that are used for discounting the respective cash flows of the sametenor for each bond or note. The fair value of Generation’s non-government-backed fixed rate project financing debt (Level 3) is based on market and quoted pricesfor its own and other project financing debt with similar risk profiles. Given the low trading volume in the project financing debt market, theprice quotes used to determine fair value will reflect certain qualitative factors, such as market conditions, investor demand, newdevelopments that might significantly impact the project cash flows or off-taker credit, and other circumstances related to the project (e.g.,political and regulatory environment). The fair value of Generation’s government-back fixed rate project financing debt (Level 3) is largelybased on a discounted cash flow methodology that is similar to the taxable debt securities methodology described above. Due to the lack ofmarket trading data on similar debt, the discount rates are derived based on the original loan interest rate spread to the applicable Treasuryrate as well as a current market curve derived from government-backed securities. Variable rate project financing debt resets on a quarterlybasis and the carrying value approximates fair value. The Registrants also have tax-exempt debt (Level 3). Due to low trading volume in this market, qualitative factors, such as marketconditions, investor demand, and circumstances related to the issuer (i.e., political and regulatory environment), may be incorporated into thecredit spreads that are used to obtain the fair value as described above. SNF Obligation. The carrying amount of Generation’s SNF obligation (Level 2) is derived from a contract with the DOE to provide fordisposal of SNF from Generation’s nuclear generating stations. When determining the fair value of the obligation, the future carrying amountof the SNF obligation 288Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) estimated to be settled in 2025 is calculated by compounding the current book value of the SNF obligation at the 13-week Treasury rate. Thecompounded obligation amount is discounted back to present value using Generation’s discount rate, which is calculated using the samemethodology as described above for the taxable debt securities, and an estimated maturity date of 2025. Long-Term Debt to Financing Trusts. Exelon’s long-term debt to financing trusts is valued based on publicly traded securities issuedby the financing trusts. Due to low trading volume of these securities, qualitative factors, such as market conditions, investor demand, andcircumstances related to each issue, this debt is classified as Level 3. Preferred Securities. The fair value of these securities is determined based on the last closing price prior to quarter end, less accruedinterest. The securities are registered with the SEC and are public. PECO redeemed all outstanding series of preferred securities on May 1,2013. See Note 20—Earnings Per Share and Equity for additional information. Recurring Fair Value Measurements Exelon records the fair value of assets and liabilities in accordance with the hierarchy established by the authoritative guidance for fairvalue measurements. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: • Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities that the Registrants have the ability to accessas of the reporting date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded equity securities andfunds, certain exchange-based derivatives, and money market funds. • Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectlyobservable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixedincome securities, derivatives, commingled and mutual investment funds priced at NAV per fund share and fair value hedges. • Level 3—unobservable inputs, such as internally developed pricing models or third-party valuations for the asset or liability due tolittle or no market activity for the asset or liability. Financial assets and liabilities utilizing Level 3 inputs include infrequently tradedsecurities and derivatives, and investments priced using an alternative pricing mechanism or third party valuation. 289Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Exelon The following tables present assets and liabilities measured and recorded at fair value on Exelon’s Consolidated Balance Sheets on arecurring basis and their level within the fair value hierarchy as of December 31, 2013 and December 31, 2012: As of December 31, 2013 Level 1 Level 2 Level 3 Total Assets Cash equivalents $1,230 $— $— $1,230 Nuclear decommissioning trust fund investments Cash equivalents 459 — — 459 Equity Individually held 1,776 — — 1,776 Exchange traded funds 115 — — 115 Commingled funds — 2,271 — 2,271 Equity funds subtotal 1,891 2,271 — 4,162 Fixed income Debt securities issued by the U.S. Treasury and other U.S. governmentcorporations and agencies 882 — — 882 Debt securities issued by states of the United States and politicalsubdivisions of the states — 294 — 294 Debt securities issued by foreign governments — 87 — 87 Corporate debt securities — 1,753 31 1,784 Federal agency mortgage-backed securities — 10 — 10 Commercial mortgage-backed securities (non-agency) — 40 — 40 Residential mortgage-backed securities (non-agency) — 7 — 7 Mutual funds — 18 — 18 Fixed income subtotal 882 2,209 31 3,122 Middle market lending — — 314 314 Private Equity — — 5 5 Other debt obligations — 14 — 14 Nuclear decommissioning trust fund investments subtotal 3,232 4,494 350 8,076 Pledged assets for Zion decommissioning Cash equivalents — 26 — 26 Equity Individually held 16 — — 16 Equity funds subtotal 16 — — 16 Fixed income Debt securities issued by the U.S. Treasury and other U.S. governmentcorporations and agencies 45 4 — 49 Debt securities issued by states of the United States and politicalsubdivisions of the states — 20 — 20 Corporate debt securities — 227 — 227 Fixed income subtotal 45 251 — 296 Middle market lending — — 112 112 Other debt obligations — 1 — 1 Pledged assets for Zion decommissioning subtotal 61 278 112 451 290 (a) (b) (c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) As of December 31, 2013 Level 1 Level 2 Level 3 Total Rabbi trust investments Cash equivalents 2 — — 2 Mutual funds 54 — — 54 Rabbi trust investments subtotal 56 — — 56 Commodity mark-to-market derivative assets Economic hedges 493 2,582 885 3,960 Proprietary trading 324 1,315 122 1,761 Effect of netting and allocation of collateral (863) (3,131) (430) (4,424) Commodity mark-to-market assets subtotal (46) 766 577 1,297 Interest rate mark-to-market derivative assets 30 39 — 69 Effect of netting and allocation of collateral (30) (2) — (32) Interest rate mark-to-market derivative assets subtotal — 37 — 37 Other Investments — — 15 15 Total assets 4,533 5,575 1,054 11,162 Liabilities Commodity mark-to-market derivative liabilities Economic hedges (540) (1,890) (590) (3,020) Proprietary trading (328) (1,256) (119) (1,703) Effect of netting and allocation of collateral 869 3,007 404 4,280 Commodity mark-to-market liabilities subtotal 1 (139) (305) (443) Interest rate mark-to-market derivative liabilities (31) (17) — (48) Effect of netting and allocation of collateral 31 1 — 32 Interest rate mark-to-market derivative liabilities subtotal — (16) — (16) Deferred compensation obligation — (114) — (114) Total liabilities 1 (269) (305) (573) Total net assets $4,534 $5,306 $749 $10,589 291 (d)(e) (f) (f) (h)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) As of December 31, 2012 Level 1 Level 2 Level 3 Total Assets Cash equivalents $995 $— $— $995 Nuclear decommissioning trust fund investments Cash equivalents 245 — — 245 Equity Individually held 1,480 — — 1,480 Commingled funds — 1,933 — 1,933 Equity funds subtotal 1,480 1,933 — 3,413 Fixed income Debt securities issued by the U.S. Treasury and other U.S. governmentcorporations and agencies 1,057 — — 1,057 Debt securities issued by states of the United States and politicalsubdivisions of the states — 321 — 321 Debt securities issued by foreign governments — 93 — 93 Corporate debt securities — 1,788 — 1,788 Federal agency mortgage-backed securities — 24 — 24 Commercial mortgage-backed securities (non-agency) — 45 — 45 Residential mortgage-backed securities (non-agency) — 11 — 11 Mutual funds — 23 — 23 Fixed income subtotal 1,057 2,305 — 3,362 Middle market lending — — 183 183 Other debt obligations — 15 — 15 Nuclear decommissioning trust fund investments subtotal 2,782 4,253 183 7,218 Pledged assets for Zion decommissioning Cash equivalents — 23 — 23 Equity Individually held 14 — — 14 Commingled funds — 9 — 9 Equity funds subtotal 14 9 — 23 Fixed income Debt securities issued by the U.S. Treasury and other U.S. governmentcorporations and agencies 118 12 — 130 Debt securities issued by states of the United States and politicalsubdivisions of the states — 37 — 37 Corporate debt securities — 249 — 249 Federal agency mortgage-backed securities — 49 — 49 Commercial mortgage-backed securities (non-agency) — 6 — 6 Fixed income subtotal 118 353 — 471 Middle market lending — — 89 89 Other debt obligations — 1 — 1 Pledged assets for Zion decommissioning subtotal 132 386 89 607 Rabbi trust investments Cash equivalents 2 — — 2 Mutual funds 69 — — 69 Rabbi trust investments subtotal 71 — — 71 292 (a) (b) (c) (d)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) As of December 31, 2012 Level 1 Level 2 Level 3 Total Commodity mark-to-market derivative assets Economic hedges 861 3,173 641 4,675 Proprietary trading 1,042 2,078 73 3,193 Effect of netting and allocation of collateral (1,823) (4,175) (58) (6,056) Commodity mark-to-market assets subtotal 80 1,076 656 1,812 Interest rate mark-to-market derivative assets — 114 — 114 Effect of netting and allocation of collateral — (51) — (51) Interest rate mark-to-market derivative assets subtotal — 63 — 63 Other Investments 2 — 17 19 Total assets 4,062 5,778 945 10,785 Liabilities Commodity mark-to-market derivative liabilities Economic hedges (1,041) (2,289) (236) (3,566) Proprietary trading (1,084) (1,959) (78) (3,121) Effect of netting and allocation of collateral 2,042 4,020 25 6,087 Commodity mark-to-market liabilities (83) (228) (289) (600) Interest rate mark-to-market liabilities — (84) — (84) Effect of netting and allocation of collateral — 51 — 51 Interest rate mark-to-market derivative liabilities subtotal — (33) — (33) Deferred compensation obligation — (102) — (102) Total liabilities (83) (363) (289) (735) Total net assets $3,979 $5,415 $656 $10,050 (a)Excludes certain cash equivalents considered to be held-to-maturity and not reported at fair value.(b)Excludes net assets (liabilities) of $(5) million and $30 million at December 31, 2013 and December 31, 2012, respectively. These items consist of receivables relatedto pending securities sales, interest and dividend receivables, and payables related to pending securities purchases.(c)Excludes net assets of $7 million at both December 31, 2013 and December 31, 2012, respectively. These items consist of receivables related to pending securitiessales, interest and dividend receivables, and payables related to pending securities purchases.(d)The mutual funds held by the Rabbi trusts include $53 million related to deferred compensation and $1 million related to Supplemental Executive Retirement Planat December 31, 2013, and $53 million related to deferred compensation and $16 million related to Supplemental Executive Retirement Plan at December 31, 2012.(e)Excludes $32 million and $28 million of the cash surrender value of life insurance investments at December 31, 2013 and December 31, 2012, respectively.(f)Includes collateral postings (received) from counterparties. Collateral (received) from counterparties, net of collateral paid to counterparties, totaled $6 million, $(124)million and $(26) million allocated to Level 1, Level 2 and Level 3 mark-to-market derivatives, respectively, as of December 31, 2013. Collateral (received) fromcounterparties, net of collateral paid to counterparties, totaled $219 million, $(155) million and $(33) million allocated to Level 1, Level 2 and Level 3 mark-to-marketderivatives, respectively, as of December 31, 2012.(g)The Level 3 balance does not include current assets for Generation and current liabilities for ComEd of $226 million at December 31, 2012 related to the fair value ofGeneration’s financial swap contract with ComEd.(h)The Level 3 balance includes the current and noncurrent liability of $17 million and $176 million at December 31, 2013, respectively, and $18 million and $49million at December 31, 2012, respectively, related to floating-to-fixed energy swap contracts with unaffiliated suppliers. 293 (f) (g) (f) (g)(h)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basisduring the years ended December 31, 2013 and 2012: For the Year Ended December 31, 2013 NuclearDecommissioningTrust FundInvestment Pledged Assetsfor Zion StationDecommissioning Mark-to-MarketDerivatives OtherInvestments Total Balance as of January 1, 2013 $183 $89 $367 $17 $656 Total realized / unrealized gains (losses) Included in net income 2 — (44) — (42) Included in other comprehensiveincome — — — 2 2 Included in regulatory assets 8 — (126) — (118) Change in collateral — — 7 — 7 Purchases, sales, issuances andsettlements Purchases 203 62 28 4 297 Sales (28) (39) (11) (8) (86) Settlements (18) — — — (18) Transfers into Level 3 — — 86 1 87 Transfers out of Level 3 — — (35) (1) (36) Balance as of December 31, 2013 $350 $112 $272 $15 $749 The amount of total gains included in incomeattributed to the change in unrealizedgains related to assets and liabilities heldas of December 31, 2013 $1 $— $167 $ — $168 (a)Includes a reduction for the reclassification of $211 million of realized gains due to settlement of derivative contracts recorded in results of operations for the yearended December 31, 2013.(b)Excludes decreases in fair value of $11 million of and realized losses reclassified due to settlements of $215 million associated with Generation’s financial swapcontract with ComEd for the year ended December 31, 2013. All items eliminate upon consolidation in Exelon’s Consolidated Financial Statements.(c)Includes an increase of transfers into Level 3 arising from reductions in market liquidity, which resulted in less observable contract tenures in various locations. 294(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) For the Year Ended December 31, 2012 NuclearDecommissioningTrust FundInvestments Pledged Assets forZionDecommissioning Mark-to-MarketDerivatives OtherInvestments Total Balance as of January 1, 2012 $13 $37 $17 $— $67 Total realized / unrealized gains (losses) Included in income — — 59 — 59 Included in regulatory liabilities 1 — 39 — 40 Change in collateral — — (32) — (32) Purchases, sales, issuances and settlements Purchases 169 63 334 17 583 Sales — (11) — — (11) Transfers into Level 3 — — 39 — 39 Transfers out of Level 3 — — (89) — (89) Balance as of December 31, 2012 $183 $89 $367 $17 $656 The amount of total gains included in incomeattributed to the change in unrealized gainsrelated to assets and liabilities as ofDecember 31, 2012 $— $— $214 $— $214 (a)Includes a reduction for the reclassification of $155 million of realized gains due to the settlement of derivative contracts recorded in results of operations for the yearended December 31, 2012.(b)Excludes $98 million of increases in fair value and $566 million of realized losses due to settlements for the year ended December 31, 2012 of Generation’s financialswap contract with ComEd, which eliminates upon consolidation in Exelon’s Consolidated Financial Statements. This position was de-designated as a cash flow hedgeprior to the merger date.(c)Includes $310 million of fair value from contracts and $14 million of other investments acquired as a result of the merger. The following tables present the income statement classification of the total realized and unrealized gains (losses) included in incomefor Level 3 assets and liabilities measured at fair value on a recurring basis during the years ended December 31, 2013 and 2012: OperatingRevenue PurchasedPowerandFuel Other,net Total gains (losses) included in income for the year ended December 31, 2013 $(152) $108 $2 Change in the unrealized gains relating to assets and liabilities held for the year endedDecember 31, 2013 $40 $127 $1 OperatingRevenue PurchasedPowerandFuel Other,net Total gains included in income for the year ended December 31, 2012 $54 $5 $— Change in the unrealized gains (losses) relating to assets and liabilities held for the yearended December 31, 2012 $230 $(16) $— (a)Other, net activity consists of realized and unrealized gains (losses) included in income for the NDT funds held by Generation. 295(b)(a)(c)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Generation The following tables present assets and liabilities measured and recorded at fair value on Generation’s Consolidated Balance Sheets ona recurring basis and their level within the fair value hierarchy as of December 31, 2013 and December 31, 2012: As of December 31, 2013 Level 1 Level 2 Level 3 Total Assets Cash equivalents $1,006 $— $— $1,006 Nuclear decommissioning trust fund investments Cash equivalents 459 — — 459 Equity Individually held 1,776 — — 1,776 Exchange traded funds 115 — — 115 Commingled funds — 2,271 — 2,271 Equity funds subtotal 1,891 2,271 — 4,162 Fixed income Debt securities issued by the U.S. Treasury and other U.S.government corporations and agencies 882 — — 882 Debt securities issued by states of the United States and politicalsubdivisions of the states — 294 — 294 Debt securities issued by foreign governments — 87 — 87 Corporate debt securities — 1,753 31 1,784 Federal agency mortgage-backed securities — 10 — 10 Commercial mortgage-backed securities (non-agency) — 40 — 40 Residential mortgage-backed securities (non-agency) — 7 — 7 Mutual funds — 18 — 18 Fixed income subtotal 882 2,209 31 3,122 Middle market lending — — 314 314 Private Equity — — 5 5 Other debt obligations — 14 — 14 Nuclear decommissioning trust fund investments subtotal 3,232 4,494 350 8,076 Pledged assets for Zion Station decommissioning Cash equivalents — 26 — 26 Equity Individually held 16 — — 16 Equity funds subtotal 16 — — 16 Fixed income Debt securities issued by the U.S. Treasury and other U.S.government corporations and agencies 45 4 — 49 Debt securities issued by states of the United States and politicalsubdivisions of the states — 20 — 20 Corporate debt securities — 227 — 227 296 (b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) As of December 31, 2013 Level 1 Level 2 Level 3 Total Fixed income subtotal 45 251 — 296 Middle market lending — — 112 112 Other debt obligations — 1 — 1 Pledged assets for Zion Station decommissioning subtotal 61 278 112 451 Rabbi trust investments Mutual funds 13 — — 13 Rabbi trust investments subtotal 13 — — 13 Commodity mark-to-market derivative assets Economic hedges 493 2,582 885 3,960 Proprietary trading 324 1,315 122 1,761 Effect of netting and allocation of collateral (863) (3,131) (430) (4,424) Commodity mark-to-market assets subtotal (46) 766 577 1,297 Interest Rate mark-to-market derivative assets 30 32 — 62 Effect of netting and allocation of collateral (30) (2) — (32) Interest Rate mark-to-market derivative assets subtotal — 30 — 30 Other investments — — 15 15 Total assets 4,266 5,568 1,054 10,888 Liabilities Commodity mark-to-market derivative liabilities Economic hedges (540) (1,890) (397) (2,827) Proprietary trading (328) (1,256) (119) (1,703) Effect of netting and allocation of collateral 869 3,007 404 4,280 Commodity mark-to-market liabilities subtotal 1 (139) (112) (250) Interest rate mark-to-market derivative liabilities (31) (13) — (44) Effect of netting and allocation of collateral 31 1 — 32 Interest rate mark-to-market derivative liabilities subtotal — (12) — (12) Deferred compensation obligation — (29) — (29) Total liabilities 1 (180) (112) (291) Total net assets $4,267 $5,388 $942 $10,597 297 (c) (d) (e) (e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) As of December 31, 2012 Level 1 Level 2 Level 3 Total Assets Cash equivalents $487 $— $— $487 Nuclear decommissioning trust fund investments Cash equivalents 245 — — 245 Equity Individually held 1,480 — — 1,480 Commingled funds — 1,933 — 1,933 Equity funds subtotal 1,480 1,933 — 3,413 Fixed income Debt securities issued by the U.S. Treasury and other U.S.government corporations and agencies 1,057 — — 1,057 Debt securities issued by states of the United States and politicalsubdivisions of the states — 321 — 321 Debt securities issued by foreign governments — 93 — 93 Corporate debt securities — 1,788 — 1,788 Federal agency mortgage-backed securities — 24 — 24 Commercial mortgage-backed securities (non-agency) — 45 — 45 Residential mortgage-backed securities (non-agency) — 11 — 11 Mutual funds — 23 — 23 Fixed income subtotal 1,057 2,305 — 3,362 Middle market lending — — 183 183 Other debt obligations — 15 — 15 Nuclear decommissioning trust fund investments subtotal 2,782 4,253 183 7,218 Pledged assets for Zion Station decommissioning Cash equivalents — 23 — 23 Equity Individually held 14 — — 14 Commingled funds — 9 — 9 Equity funds subtotal 14 9 — 23 Fixed income Debt securities issued by the U.S. Treasury and other U.S.government corporations and agencies 118 12 — 130 Debt securities issued by states of the United States and politicalsubdivisions of the states — 37 — 37 Corporate debt securities — 249 — 249 Federal agency mortgage-backed securities — 49 — 49 Commercial mortgage-backed securities (non-agency) — 6 — 6 Fixed income subtotal 118 353 — 471 Middle market lending — — 89 89 Other debt obligations — 1 — 1 Pledged assets for Zion Station decommissioning subtotal 132 386 89 607 Rabbi trust investments Cash equivalents 1 — — 1 Mutual funds 13 — — 13 298 (a) (b) (c) (d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) As of December 31, 2012 Level 1 Level 2 Level 3 Total Rabbi trust investments subtotal 14 — — 14 Commodity mark-to-market derivative assets Economic hedges 861 3,173 867 4,901 Proprietary trading 1,042 2,078 73 3,193 Effect of netting and allocation of collateral (1,823) (4,175) (58) (6,056) Commodity mark-to-market assets subtotal 80 1,076 882 2,038 Interest rate mark-to-market derivative assets — 101 — 101 Effect of netting and allocation of collateral — (51) — (51) Interest rate mark-to-market derivative assets subtotal — 50 — 50 Other investments 2 — 17 19 Total assets 3,497 5,765 1,171 10,433 Liabilities Commodity mark-to-market derivative liabilities Economic hedges (1,041) (2,289) (169) (3,499) Proprietary trading (1,084) (1,959) (78) (3,121) Effect of netting and allocation of collateral 2,042 4,020 25 6,087 Commodity mark-to-market liabilities subtotal (83) (228) (222) (533) Interest rate mark-to-market derivative liabilities — (84) — (84) Effect of netting and allocation of collateral — 51 — 51 Interest rate mark-to-market derivative liabilities subtotal — (33) — (33) Deferred compensation obligation — (28) — (28) Total liabilities (83) (289) (222) (594) Total net assets $3,414 $5,476 $949 $9,839 (a)Excludes certain cash equivalents considered to be held-to-maturity and not reported at fair value.(b)Excludes net assets (liabilities) of $(5) million and $30 million at December 31, 2013 and December 31, 2012, respectively. These items consist of receivables relatedto pending securities sales, interest and dividend receivables, and payables related to pending securities purchases.(c)Excludes net assets of $7 million at both December 31, 2013 December 31, 2012, respectively. These items consist of receivables related to pending securities sales,interest and dividend receivables, and payables related to pending securities purchases.(d)Excludes $10 million and $8 million of the cash surrender value of life insurance investments at December 31, 2013 and December 31, 2012, respectively.(e)Includes collateral postings (received) from counterparties. Collateral (received) from counterparties, net of collateral paid to counterparties, totaled $6 million, $(124)million and $(26) million allocated to Level 1, Level 2 and Level 3 mark-to-market derivatives, respectively, as of December 31, 2013. Collateral (received) fromcounterparties, net of collateral paid to counterparties, totaled $219 million, $(155) million and $(33) million allocated to Level 1, Level 2 and Level 3 mark-to-marketderivatives, respectively, as of December 31, 2012.(f)The Level 3 balance includes current assets for Generation of $226 million at December 31, 2012 related to the fair value of Generation’s financial swap contract withComEd, which eliminates upon consolidation in Exelon’s Consolidated Financial Statements. 299 (f) (f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basisduring the years ended December 31, 2013, and 2012: For the Year Ended December 31, 2013 NuclearDecommissioningTrust FundInvestments Pledged Assets forZion StationDecommissioning Mark-to-MarketDerivatives OtherInvestments Total Balance as of January 1, 2013 $183 $89 $660 $17 $949 Total unrealized / realized gains (losses) Included in income 2 — (51) — (49) Included in other comprehensiveincome — — (219) 2 (217) Included in noncurrent payables toaffiliates 8 — — — 8 Change in collateral — — 7 — 7 Purchases, sales, issuances andsettlements Purchases 203 62 28 4 297 Sales (28) (39) (11) (8) (86) Settlements (18) — — — (18) Transfers into Level 3 — — 86 1 87 Transfers out of Level 3 — — (35) (1) (36) Balance as of December 31, 2013 $350 $112 $465 $15 $942 The amount of total losses included inincome attributed to the change inunrealized gains related to assets andliabilities held as of December 31, 2013 $1 $— $156 $— $157 (a)Includes a reduction for the reclassification of $207 million of realized gains due to the settlement of derivative contracts recorded in results of operations for the yearended December 31, 2013.(b)Includes $11 million of increases in fair value and realized losses due to settlements of $215 million associated with Generation’s financial swap contract with ComEdfor the year ended December 31, 2013. All items eliminate upon consolidation in Exelon’s Consolidated Financial Statements.(c)Includes an increase of transfers into Level 3 arising from reductions in market liquidity, which resulted in less observable contract tenures in various locations. 300(a)(b) (b) (c) Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) For the Year Ended December 31, 2012 NuclearDecommissioningTrust FundInvestments Pledged Assets forZion StationDecommissioning Mark-to-MarketDerivatives OtherInvestments Total Balance as of January 1, 2012 $13 $37 $817 $— $867 Total realized / unrealized gains (losses) Included in income — — 66 — 66 Included in other comprehensiveincome — — (475) — (475) Included in noncurrent payables toaffiliates 1 — — — 1 Changes in collateral — — (32) — (32) Purchases, sales, issuances and settlements Purchases 169 63 334 17 583 Sales — (11) — — (11) Transfers into Level 3 — — 39 — 39 Transfers out of Level 3 — — (89) — (89) Balance as of December 31, 2012 $183 $89 $660 17 $949 The amount of total gains included in incomeattributed to the change in unrealized gainsrelated to assets and liabilities as ofDecember 31, 2012 $— $— $165 $— $165 (a)Includes a reduction for the reclassification of $99 million of realized gains due to the settlement of derivative contracts recorded in results of operations for the yearended December 31, 2012.(b)Includes $98 million of increases in fair value and $566 million of realized losses reclassified from OCI due to settlements associated with Generation’s financial swapcontract with ComEd for the year ended December 31, 2012. This position was de-designated as a cash flow hedge prior to the merger date. All prospective changes infair value and reclassifications of realized amounts are being recorded to income offset by the amortization of the frozen mark in OCI. All items eliminate uponconsolidation in Exelon’s Consolidated Financial Statements.(c)Includes $310 million of fair value from contracts and $14 million of other investments acquired as a result of the merger. The following tables present the income statement classification of the total realized and unrealized gains (losses) included in incomefor Level 3 assets and liabilities measured at fair value on a recurring basis during the years ended December 31, 2013, and 2012: OperatingRevenue PurchasedPower andFuel Other -net Total gains (losses) included in income for the year ended December 31, 2013 $(158) $107 $2 Change in the unrealized gains relating to assets and liabilities held for the year ended December31, 2013 $30 $126 $1 OperatingRevenue PurchasedPower andFuel Other -net Total gains included in income for the year ended December 31, 2012 $61 $5 $— Change in the unrealized gains (losses) relating to assets and liabilities held for the year endedDecember 31, 2012 $181 $(16) $— 301(a)(b)(c)(a) (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Other, net activity consists of realized and unrealized gains (losses) included in income for the NDT funds held by Generation. ComEd The following tables present assets and liabilities measured and recorded at fair value on ComEd’s Consolidated Balance Sheets on arecurring basis and their level within the fair value hierarchy as of December 31, 2013 and December 31, 2012: As of December 31, 2013 Level 1 Level 2 Level 3 Total Assets Rabbi trust investments Mutual funds 5 — — 5 Rabbi trust investments subtotal 5 — — 5 Total assets 5 — — 5 Liabilities Deferred compensation obligation — (8) — (8) Mark-to-market derivative liabilities — — (193) (193) Total liabilities — (8) (193) (201) Total net assets (liabilities) $5 $(8) $(193) $(196) As of December 31, 2012 Level 1 Level 2 Level 3 Total Assets Cash equivalents $111 $ — $— $111 Rabbi trust investments Mutual funds 8 — — 8 Rabbi trust investments subtotal 8 — — 8 Total assets 119 — — 119 Liabilities Deferred compensation obligation — (8) — (8) Mark-to-market derivative liabilities — — (293) (293) Total liabilities — (8) (293) (301) Total net assets (liabilities) $119 $(8) $(293) $(182) (a)The Level 3 balance includes the current liability of $226 million at December 31, 2012, related to the fair value of ComEd’s financial swap contract with Generationwhich eliminates upon consolidation in Exelon’s Consolidated Financial Statements.(b)The Level 3 balance includes the current and noncurrent liability of $17 million and $176 million at December 31, 2013, respectively, and $18 million and $49million at December 31, 2012, respectively, related to floating-to-fixed energy swap contracts with unaffiliated suppliers. The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basisduring the year ended and December 31, 2013, and 2012: For the Year Ended December 31, 2013 Mark-to-MarketDerivatives Balance as of January 1, 2013 $(293) Total realized / unrealized gains included in regulatory assets 100 Balance as of December 31, 2013 $(193) (a)Includes $11 million of decreases in fair value and realized gains due to settlements of $215 million associated with ComEd’s financial swap contract with Generationfor the year ended December 31, 2013. All items eliminate upon consolidation in Exelon’s Consolidated Financial Statements. 302(b)(a)(b)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (b)Includes $133 million of increases in the fair value and realized losses due to settlements of $7 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2013. Twelve Months Ended December 31, 2012 Mark-to-MarketDerivatives Balance as of January 1, 2012 $(800) Total realized / unrealized gains included in regulatory assets 507 Balance as of December 31, 2012 $(293) (a)Includes $98 million of increases in fair value and $566 million of realized gains due to settlements associated with ComEd’s financial swap contract with Generationfor the year ended December 31, 2012. All items eliminate upon consolidation in Exelon’s Consolidated Financial Statements.(b)Includes $34 million of decreases in the fair value and realized losses due to settlements of $5 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2012. PECO The following tables present assets and liabilities measured and recorded at fair value on PECO’s Consolidated Balance Sheets on arecurring basis and their level within the fair value hierarchy as of December 31, 2013 and December 31, 2012: As of December 31, 2013 Level 1 Level 2 Level 3 Total Assets Cash equivalents $175 $— $— $175 Rabbi trust investments Mutual funds 9 — — 9 Rabbi trust investments subtotal 9 — — 9 Total assets 184 — — 184 Liabilities Deferred compensation obligation — (17) — (17) Total liabilities — (17) — (17) Total net assets (liabilities) $184 $(17) $— $167 As of December 31, 2012 Level 1 Level 2 Level 3 Total Assets Cash equivalents $346 $— $— $346 Rabbi trust investments Mutual funds 9 — — 9 Rabbi trust investments subtotal 9 — — 9 Total assets 355 — — 355 Liabilities Deferred compensation obligation — (18) — (18) Total liabilities — (18) — (18) Total net assets (liabilities) $355 $(18) $— $337 303(a)(b)(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Excludes $14 million and $13 million of the cash surrender value of life insurance investments at December 31, 2013 and 2012, respectively. PECO had no Level 3 assets or liabilities measured at fair value on a recurring basis during the year ended December 31, 2013 and2012. BGE The following tables present assets and liabilities measured and recorded at fair value on BGE’s Consolidated Balance Sheets on arecurring basis and their level within the fair value hierarchy as of December 31, 2013 and December 31, 2012: As of December 31, 2013 Level 1 Level 2 Level 3 Total Assets Cash equivalents $31 $— $— $31 Rabbi trust investments Mutual funds 6 — — 6 Rabbi trust investments subtotal 6 — — 6 Total assets 37 — — 37 Liabilities Deferred compensation obligation — (6) — (6) Total liabilities — (6) — (6) Total net assets (liabilities) $37 $(6) $— $31 As of December 31, 2012 Level 1 Level 2 Level 3 Total Assets Cash equivalents $33 $— $— $33 Rabbi trust investments Mutual funds 5 — — 5 Rabbit trust investments subtotal 5 — — 5 Total assets 38 — — 38 Liabilities Deferred compensation obligation — (5) — (5) Total liabilities — (5) — (5) Total net assets (liabilities) $38 $(5) $— $33 BGE had no Level 3 assets or liabilities measured at fair value on a recurring basis during the year ended December 31, 2013. Valuation Techniques Used to Determine Fair Value The following describes the valuation techniques used to measure the fair value of the assets and liabilities shown in the tables above. 304Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Cash Equivalents (Exelon, Generation, ComEd, PECO and BGE). The Registrants’ cash equivalents include investments withmaturities of three months or less when purchased. The cash equivalents shown in the fair value tables are comprised of investments inmutual and money market funds. The fair values of the shares of these funds are based on observable market prices and, therefore, havebeen categorized in Level 1 in the fair value hierarchy. Nuclear Decommissioning Trust Fund Investments and Pledged Assets for Zion Station Decommissioning (Exelon andGeneration). The trust fund investments have been established to satisfy Generation’s nuclear decommissioning obligations as required bythe NRC. The NDT funds hold debt and equity securities directly and indirectly through commingled funds. Generation’s investment policiesplace limitations on the types and investment grade ratings of the securities that may be held by the trusts. These policies limit the trustfunds’ exposures to investments in highly illiquid markets and other alternative investments. Investments with maturities of three monthsor less when purchased, including certain short-term fixed income securities are considered cash equivalents and included in the recurringfair value measurements hierarchy as Level 1 or Level 2. With respect to individually held equity securities, the trustees obtain prices from pricing services, whose prices are obtained from directfeeds from market exchanges, which Generation is able to independently corroborate. The fair values of equity securities held directly by thetrust funds are based on quoted prices in active markets and are categorized in Level 1. Equity securities held individually are primarily tradedon the New York Stock Exchange and NASDAQ-Global Select Market, which contain only actively traded securities due to the volume tradingrequirements imposed by these exchanges. For fixed income securities, multiple prices from pricing services are obtained whenever possible, which enables cross-providervalidations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class or issue foreach security. The trustees monitor prices supplied by pricing services and may use a supplemental price source or change the primary pricesource of a given security if the portfolio managers challenge an assigned price and the trustees determine that another price source isconsidered to be preferable. Generation has obtained an understanding of how these prices are derived, including the nature andobservability of the inputs used in deriving such prices. Additionally, Generation selectively corroborates the fair values of securities bycomparison to other market-based price sources. U.S. Treasury securities are categorized as Level 1 because they trade in a highly liquid andtransparent market. The fair values of fixed income securities, excluding U.S. Treasury securities, are based on evaluated prices that reflectobservable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorizedin Level 2. The fair values of private placement fixed income securities are determined using a third party valuation that contains certainsignificant unobservable inputs and are categorized in Level 3. Equity and fixed income commingled funds and fixed income mutual funds are maintained by investment companies and hold certaininvestments in accordance with a stated set of fund objectives. The fair values of fixed income commingled and mutual funds held within thetrust funds, which generally hold short-term fixed income securities and are not subject to restrictions regarding the purchase or sale ofshares, are derived from observable prices. The objectives of the remaining equity commingled funds in which Exelon and Generationinvest primarily seek to track the performance of certain equity indices by purchasing equity securities to replicate the capitalization andcharacteristics of the indices. Commingled and mutual funds are categorized in Level 2 because the fair value of the funds are based onNAVs per fund share (the unit of account), primarily derived from the quoted prices in active markets on the underlying equity securities. 305Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Middle market lending are investments in loans or managed funds which invest in private companies. Generation elected the fair valueoption for its investments in certain limited partnerships that invest in middle market lending managed funds. The fair value of these loans isdetermined using a combination of valuation models including cost models, market models, and income models. Investments in middlemarket lending are categorized as Level 3 because the fair value of these securities is based largely on inputs that are unobservable andutilize complex valuation models. Investments in middle market lending typically cannot be redeemed until maturity of the term loan. Rabbi Trust Investments (Exelon, Generation, ComEd, PECO and BGE). The Rabbi trusts were established to hold assets related todeferred compensation plans existing for certain active and retired members of Exelon’s executive management and directors. Theinvestments in the Rabbi trusts are included in investments in the Registrants’ Consolidated Balance Sheets and consist primarily ofmutual funds. These funds are maintained by investment companies and hold certain investments in accordance with a stated set of fundobjectives, which are consistent with Exelon’s overall investment strategy. Mutual funds are publicly quoted and have been categorized asLevel 1 given the clear observability of the prices. Mark-to-Market Derivatives (Exelon, Generation, and ComEd). Derivative contracts are traded in both exchange-based and non-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are categorized inLevel 1 in the fair value hierarchy. Certain derivatives’ pricing is verified using indicative price quotations available through brokers or over-the-counter, on-line exchanges and are categorized in Level 2. These price quotations reflect the average of the bid-ask, mid-point prices andare obtained from sources that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewedand corroborated to ensure the prices are observable and representative of an orderly transaction between market participants. This includesconsideration of actual transaction volumes, market delivery points, bid-ask spreads and contract duration. The remainder of derivativecontracts are valued using the Black model, an industry standard option valuation model. The Black model takes into account inputs such ascontract terms, including maturity, and market parameters, including assumptions of the future prices of energy, interest rates, volatility,credit worthiness and credit spread. For derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputsare generally observable. Such instruments are categorized in Level 2. The Registrants’ derivatives are predominately at liquid trading points.For derivatives that trade in less liquid markets with limited pricing information model inputs generally would include both observable andunobservable inputs. These valuations may include an estimated basis adjustment from an illiquid trading point to a liquid trading point forwhich active price quotations are available. Such instruments are categorized in Level 3. Transfers in and out of levels are recognized as of the end of the reporting period the transfer occurred. Given derivatives categorizedwithin Level 1 are valued using exchange-based quoted prices within observable periods, transfers between Level 2 and Level 1 were notmaterial. Transfers into Level 2 from Level 3 generally occur when the contract tenure becomes more observable. Transfers into Level 3from Level 2 generally occur due to changes in market liquidity or assumptions for certain commodity contracts. Exelon may utilize fixed-to-floating interest rate swaps, which are typically designated as fair value hedges, as a means to achieve itstargeted level of variable-rate debt as a percent of total debt. In addition, the Registrants may utilize interest rate derivatives to lock in interestrate levels in anticipation of future financings. These interest rate derivatives are typically designated as cash flow hedges. Exelon determinesthe current fair value by calculating the net present value of expected payments and receipts under the swap agreement, based on anddiscounted by the market’s expectation of 306Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) future interest rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk and othermarket parameters. As these inputs are based on observable data and valuations of similar instruments, the interest rate swaps arecategorized in Level 2 in the fair value hierarchy. See Note 12—Derivative Financial Instruments for further discussion on mark-to-marketderivatives. Deferred Compensation Obligations (Exelon, Generation, ComEd, PECO and BGE). The Registrants’ deferred compensationplans allow participants to defer certain cash compensation into a notional investment account. The Registrants include such plans in othercurrent and noncurrent liabilities in their Consolidated Balance Sheets. The value of the Registrants’ deferred compensation obligations isbased on the market value of the participants’ notional investment accounts. The notional investments are comprised primarily of mutualfunds, which are based on observable market prices. However, since the deferred compensation obligations themselves are not exchangedin an active market, they are categorized as Level 2 in the fair value hierarchy. Additional Information Regarding Level 3 Fair Value Measurements (Exelon, Generation, ComEd) Mark-to-Market Derivatives (Exelon, Generation, ComEd). For valuations that include both observable and unobservable inputs, ifthe unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includesderivatives valued using indicative price quotations whose contract tenure extends into unobservable periods. In instances where observabledata is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. Thisincludes assumptions about market risks such as liquidity, volatility and contract duration. Such instruments are categorized in Level 3 asthe model inputs generally are not observable. Exelon’s RMC approves risk management policies and objectives for risk assessment,control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. The RMC is chaired by the chief riskofficer and includes the chief financial officer, corporate controller, general counsel, treasurer, vice president of strategy, vice president of auditservices and officers representing Exelon’s business units. The RMC reports to the Exelon board of directors on the scope of the riskmanagement activities and is responsible for approving all valuation procedures at Exelon. Forward price curves for the power market utilizedby the front office to manage the portfolio are reviewed and verified by the middle office and used for financial reporting by the back office. TheRegistrants consider credit and nonperformance risk in the valuation of derivative contracts categorized in Level 2 and 3, including bothhistorical and current market data in its assessment of credit and nonperformance risk by counterparty. Due to master netting agreementsand collateral posting requirements, the impacts of credit and nonperformance risk were not material to the financial statements. Disclosed below is detail surrounding the Registrants’ significant Level 3 valuations. The calculated fair value includes marketabilitydiscounts for margining provisions and notional size. Generation’s Level 3 balance generally consists of forward sales and purchases ofpower and natural gas, coal purchases, certain transmission congestion contracts, and project financing debt. Generation utilizes variousinputs and factors including market data and assumptions that market participants would use in pricing assets or liabilities as well asassumptions about the risks inherent in the inputs to the valuation technique. The inputs and factors include forward commodity prices,commodity price volatility, contractual volumes, delivery location, interest rates, credit quality of counterparties and credit enhancements. 307Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) For commodity derivatives, the primary input to the valuation models is the forward commodity price curve for each instrument.Forward commodity price curves are derived by risk management for liquid locations and by the traders and portfolio managers for illiquidlocations. All locations are reviewed and verified by risk management considering published exchange transaction prices, executed bilateraltransactions, broker quotes, and other observable or public data sources. The relevant forward commodity curve used to value each of thederivatives depends on a number of factors, including commodity type, delivery location, and delivery period. Price volatility varies bycommodity and location. When appropriate, Generation discounts future cash flows using risk free interest rates with adjustments to reflectthe credit quality of each counterparty for assets and Generation’s own credit quality for liabilities. The level of observability of a forwardcommodity price is generally due to the delivery location and delivery period. Certain delivery locations including PJM West Hub (for power)and Henry Hub (for natural gas) are highly liquid and prices are observable for up to three years in the future. The observability period ofvolatility is generally shorter than the underlying power curve used in option valuations. The forward curve for a less liquid location isestimated by using the forward curve from the liquid location and applying a spread to represent the cost to transport the commodity to thedelivery location. This spread does not typically represent a majority of the instrument’s market price. As a result, the change in fair value isclosely tied to liquid market movements and not a change in the applied spread. The change in fair value associated with a change in thespread is generally immaterial. An average spread calculated across all Level 3 power and gas delivery locations is approximately $3.92 and$0.12 for power and natural gas, respectively. Many of the commodity derivatives are short term in nature and thus a majority of the fairvalue may be based on observable inputs even though the contract as a whole must be classified as Level 3. See ITEM 7A.—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for information regarding the maturity by year of theRegistrant’s mark-to-market derivative assets and liabilities. On December 17, 2010, ComEd entered into several 20-year floating to fixed energy swap contracts with unaffiliated suppliers for theprocurement of long-term renewable energy and associated RECs. See Note 12—Derivative Financial Instruments for more information.The fair value of these swaps has been designated as a Level 3 valuation due to the long tenure of the positions and internal modelingassumptions. The modeling assumptions include using natural gas heat rates to project long term forward power curves adjusted by arenewable factor that incorporates time of day and seasonality factors to reflect accurate renewable energy pricing. In addition, marketabilityreserves are applied to the positions based on the tenor and supplier risk. 308Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The table below discloses the significant inputs to the forward curve used to value these positions. Type of trade Fair Value atDecember 31, 2013 ValuationTechnique UnobservableInput Range Mark-to-market derivatives—Economic Hedges (Generation) $488 DiscountedCash Flow Forward powerprice $8 - $176 Forward gaspriceVolatility $2.98 - $16.63 Option Model percentage 15% - 142% Mark-to-market derivatives—Proprietary trading(Generation) $3 DiscountedCash Flow Forward powerpriceVolatility $10 - $176 Option Model percentage 14% - 19% Mark-to-market derivatives (ComEd) $(193) DiscountedCash Flow Forward heatrate 8 - 9 Marketabilityreserve 3.5% - 8% Renewablefactor 84% -128% a)The valuation techniques, unobservable inputs and ranges are the same for the asset and liability positions.b)Quoted forward natural gas rates are utilized to project the forward power curve for the delivery of energy at specified future dates. The natural gas curve isextrapolated beyond its observable period to the end of the contract’s delivery.c)The fair values do not include cash collateral held on Level 3 positions of $26 million as of December 31, 2013.d)The upper ends of the ranges are driven by the winter power and gas prices in the New England region. Without the New England region, the upper ends of theranges for power and gas would be approximately $100 and $5.70, respectively. Type of trade Fair Value atDecember 31, 2012 ValuationTechnique UnobservableInput RangeMark-to-market derivatives—EconomicHedges (Generation) $473 DiscountedCash Flow Forward powerprice $14 - $79 Forward gaspriceVolatility $3.26 - $6.27 Option Model percentage 28% - 132%Mark-to-market derivatives—Proprietary trading(Generation) $(6) DiscountedCash Flow Forward powerpriceVolatility $15 - $106 Option Model percentage 16% - 48%Mark-to-market derivatives—Transactions withaffiliates (Generation and ComEd) $226 DiscountedCash Flow Marketabilityreserve 8% - 9%Mark-to-market derivatives (ComEd) $(67) DiscountedCash Flow Forward heatrate 8% - 9.5% Marketabilityreserve 3.5% - 8.3% Renewablefactor 81% - 123% 309(c)(a)(d)(d)(a)(d)(b)(d)(a)(a)(b) (c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) a)The valuation techniques, unobservable inputs and ranges are the same for the asset and liability positions.b)Includes current assets for Generation and current liabilities for ComEd of $226 million, related to the fair value of the five-year financial swap contract betweenGeneration and ComEd that ended in May 2013, which eliminates in consolidation.c)Quoted forward natural gas rates are utilized to project the forward power curve for the delivery of energy at specified future dates. The natural gas curve isextrapolated beyond its observable period to the end of the contract’s delivery.d)The fair values do not include cash collateral held on Level 3 positions of $33 million as of December 31, 2012. The inputs listed above would have a direct impact on the fair values of the above instruments if they were adjusted. The significantunobservable inputs used in the fair value measurement of Generation’s commodity derivatives are forward commodity prices and foroptions is volatility. Increases (decreases) in the forward commodity price in isolation would result in significantly higher (lower) fair values forlong positions (contracts that give Generation the obligation or option to purchase a commodity), with offsetting impacts to short positions(contracts that give Generation the obligation or right to sell a commodity). Increases (decreases) in volatility would increase (decrease) thevalue for the holder of the option (writer of the option). Generally, a change in the estimate of forward commodity prices is unrelated to achange in the estimate of volatility of prices. An increase to the reserves listed above would decrease the fair value of the positions. Anincrease to the heat rate or renewable factors would increase the fair value accordingly. Generally, interrelationships exist between marketprices of natural gas and power. As such, an increase in natural gas pricing would potentially have a similar impact on forward powermarkets. Nuclear Decommissioning Trust Fund Investments and Pledged Assets for Zion Station Decommissioning (Exelon andGeneration). For middle market lending, certain corporate debt securities, and private equity investments the fair value is determined usinga combination of valuation models including cost models, market models and income models. The valuation estimates are based onvaluations of comparable companies, discounting the forecasted cash flows of the portfolio company, estimating the liquidation or collateralvalue of the portfolio company or its assets, considering offers from third parties to buy the portfolio company, its historical and projectedfinancial results, as well as other factors that may impact value. Significant judgment is required in the application of discounts or premiumsapplied to the prices of comparable companies for factors such as size, marketability, credit risk and relative performance. Because Generation relies on third-party fund managers to develop the quantitative unobservable inputs without adjustment for thevaluations of its’ Level 3 investments, quantitative information about significant unobservable inputs used in valuing these investments isnot reasonably available to Generation. This includes information regarding the sensitivity of the fair values to changes in the unobservableinputs. Generation gains an understanding of the fund managers’ inputs and assumptions used in preparing the valuations. Generationperformed procedures to assess the reasonableness of the valuations. For a sample of its’ Level 3 investments, Generation reviewedindependent valuations and reviewed the assumptions in the detailed pricing models used by the fund managers. As of December 31, 2013, Generation has outstanding commitments to invest in middle market lending, corporate debt securities, andprivate equity investments of approximately $448 million. These commitments will be funded by Generation’s existing nucleardecommissioning trust funds. 12. Derivative Financial Instruments (Exelon, Generation, ComEd, PECO and BGE) The Registrants are exposed to certain risks related to ongoing business operations. The primary risks managed by using derivativeinstruments are commodity price risk and interest rate risk. 310Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Commodity Price Risk (Exelon, Generation, ComEd, PECO and BGE) To the extent the amount of energy Exelon generates differs from the amount of energy it has contracted to sell, the Registrants areexposed to market fluctuations in the prices of electricity, fossil fuels and other commodities. The Registrants employ established policies andprocedures to manage their risks associated with market fluctuations by entering into physical and financial derivative contracts, includingswaps, futures, forwards, options and short-term and long-term commitments to purchase and sell energy and energy-related products. TheRegistrants believe these instruments, which are classified as either economic hedges or non-derivatives, mitigate exposure to fluctuationsin commodity prices. Derivative accounting guidance requires that derivative instruments be recognized as either assets or liabilities at fair value, withchanges in fair value of the derivative recognized in earnings each period. Other accounting treatments are available through special electionand designation, provided they meet specific, restrictive criteria both at the time of designation and on an ongoing basis. These alternativepermissible accounting treatments include normal purchase normal sale (NPNS), cash flow hedge, and fair value hedge. For commoditytransactions, effective with the date of merger with Constellation, Generation no longer utilizes the special election provided for by the cashflow hedge designation and de-designated all of its existing cash flow hedges prior to the merger. Because the underlying forecastedtransactions remain at least reasonably possible, the fair value of the effective portion of these cash flow hedges was frozen in accumulatedOCI and reclassified to results of operations when the forecasted purchase or sale of the energy commodity occurs, or becomes probable ofnot occurring. None of Constellation’s designated cash flow hedges for commodity transactions prior to the merger were re-designated ascash flow hedges. The effect of this decision is that all derivative economic hedges for commodities are recorded at fair value throughearnings for the combined company, referred to as economic hedges in the following tables. The Registrants have applied the NPNS scopeexception to certain derivative contracts for the forward sale of generation, power procurement agreements, and natural gas supplyagreements. Non-derivative contracts for access to additional generation and certain sales to load-serving entities are accounted for primarilyunder the accrual method of accounting, which is further discussed in Note 22—Commitments and Contingencies. Additionally, Generationis exposed to certain market risks through its proprietary trading activities. The proprietary trading activities are a complement to Generation’senergy marketing portfolio but represent a small portion of Generation’s overall energy marketing activities. Economic Hedging. The Registrants are exposed to commodity price risk primarily relating to changes in the market price of electricity,fossil fuels, and other commodities associated with price movements resulting from changes in supply and demand, fuel costs, marketliquidity, weather conditions, governmental regulatory and environmental policies, and other factors. Within Exelon, Generation has themost exposure to commodity price risk. Generation uses a variety of derivative and non-derivative instruments to manage the commodityprice risk of its electric generation facilities, including power sales, fuel and energy purchases, natural gas transportation and pipeline capacityagreements and other energy-related products marketed and purchased. In order to manage these risks, Generation may enter into fixed-price derivative or non-derivative contracts to hedge the variability in future cash flows from forecasted sales of energy and purchases of fueland energy. The objectives for entering into such hedges include fixing the price for a portion of anticipated future electricity sales at a levelthat provides an acceptable return on electric generation operations, fixing the price of a portion of anticipated fuel purchases for the operationof power plants, and fixing the price for a portion of anticipated energy purchases to supply load-serving customers. The portion of forecastedtransactions hedged may vary based upon management’s policies and hedging objectives, the market, weather conditions, operational andother factors. Generation is also exposed to 311Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) differences between the locational settlement prices of certain economic hedges and the hedged generating units. This price difference isactively managed through other instruments which include derivative congestion products, whose changes in fair value are recognized inearnings each period, and auction revenue rights, which are accounted for on an accrual basis. In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s ownedand contracted generation positions that have not been hedged. Generation hedges commodity price risk on a ratable basis over three-yearperiods. As of December 31, 2013, the percentage of expected generation hedged for the major reportable segments was 92%-95%, 62%-65% and 30%-33% for 2014, 2015, and 2016, respectively. The percentage of expected generation hedged is the amount of equivalent salesdivided by the expected generation. Expected generation represents the amount of energy estimated to be generated or purchased throughowned or contracted capacity. Equivalent sales represent all hedging products, which include economic hedges and certain non-derivativecontracts, including Generation’s sales to ComEd, PECO and BGE to serve their retail load. In order to fulfill a requirement of the Illinois Settlement Legislation, Generation and ComEd entered into a five-year financial swapcontract that expired May 31, 2013. The financial swap was designed to hedge spot market purchases, which, along with ComEd’sremaining energy procurement contracts, met its load service requirements. The terms of the financial swap contract required Generation topay the around-the-clock market price for a portion of ComEd’s electricity supply requirement, while ComEd paid a fixed price. As the contract expired May 31, 2013, all realized impacts have been included in Generation’s and ComEd’s results of operations. InExelon’s consolidated financial statements, all financial statement effects of the financial swap recorded by Generation and ComEd areeliminated. In addition, the physical contracts that Generation has entered into with ComEd and that ComEd has entered into with Generation andother suppliers as part of the ComEd power procurement process, which are further discussed in Note 3—Regulatory Matters, qualify andare accounted for under the NPNS exception. Based on the Illinois Settlement Legislation and ICC-approved procurement methodologiespermitting ComEd to recover its electricity procurement costs from retail customers with no mark-up, ComEd’s price risk related to powerprocurement is limited. On December 17, 2010, ComEd entered into several 20-year floating-to-fixed energy swap contracts with unaffiliated suppliers for theprocurement of long-term renewable energy and associated RECs. Delivery under the contracts began in June 2012. Pursuant to the ICC’sOrder on December 19, 2012, ComEd’s commitments under the existing long-term contracts for energy and associated RECs were reducedin the first quarter of 2013. These contracts are designed to lock in a portion of the long-term commodity price risk resulting from therenewable energy resource procurement requirements in the Illinois Settlement Legislation. ComEd has not elected hedge accounting forthese derivative financial instruments. ComEd records the fair value of the swap contracts on its balance sheet. Because ComEd receives fullcost recovery for energy procurement and related costs from retail customers, the change in fair value each period is recorded by ComEd as aregulatory asset or liability. See Note 3—Regulatory Matters for additional information. PECO has contracts to procure electric supply that were executed through the competitive procurement process outlined in its PAPUC-approved DSP Programs, which are further discussed in Note 3—Regulatory Matters. Based on Pennsylvania legislation and the DSPPrograms permitting 312Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) PECO to recover its electric supply procurement costs from retail customers with no mark-up, PECO’s price risk related to electric supplyprocurement is limited. PECO locked in fixed prices for a significant portion of its commodity price risk through full requirements contractsand block contracts. PECO has certain full requirements contracts and block contracts, that are considered derivatives and qualify for theNPNS scope exception under current derivative authoritative guidance. PECO’s natural gas procurement policy is designed to achieve a reasonable balance of long-term and short-term gas purchases underdifferent pricing approaches in order to achieve system supply reliability at the least cost. PECO’s reliability strategy is two-fold. First, PECOmust assure that there is sufficient transportation capacity to satisfy delivery requirements. Second, PECO must ensure that a firm source ofsupply exists to utilize the capacity resources. All of PECO’s natural gas supply and asset management agreements that are derivativeseither qualify for the NPNS scope exception and have been designated as such, or have no mark-to-market balances because the derivativesare index priced. Additionally, in accordance with the 2013 PAPUC PGC settlement and to reduce the exposure of PECO and its customersto natural gas price volatility, PECO has continued its program to purchase natural gas for both winter and summer supplies using a layeredapproach of locking-in prices ahead of each season with long-term gas purchase agreements (those with primary terms of at least twelvemonths). Under the terms of the 2013 PGC settlement, PECO is required to lock in (i.e., economically hedge) the price of a minimumvolume of its long-term gas commodity purchases. PECO’s gas-hedging program is designed to cover about 30% of planned natural gaspurchases in support of projected firm sales. The hedging program for natural gas procurement has no direct impact on PECO’s financialposition or results of operations as natural gas costs are fully recovered from customers under the PGC. BGE has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by theMDPSC. The SOS rates charged recover BGE’s wholesale power supply costs and include an administrative fee. The administrative feeincludes an incremental cost component and a shareholder return component for commercial and industrial rate classes. BGE’s price riskrelated to electric supply procurement is limited. BGE locks in fixed prices for all of its SOS requirements through full requirements contracts.Certain of BGE’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under currentderivative authoritative guidance. Other BGE full requirements contracts are not derivatives. BGE provides natural gas to its customers under a MBR mechanism approved by the MDPSC. Under this mechanism, BGE’s actualcost of gas is compared to a market index (a measure of the market price of gas in a given period). The difference between BGE’s actual costand the market index is shared equally between shareholders and customers. BGE must also secure fixed price contracts for at least 10%,but not more than 20%, of forecasted system supply requirements for flowing (i.e., non-storage) gas for the November through March period.These fixed-price contracts are not subject to sharing under the MBR mechanism. BGE also ensures it has sufficient pipeline transportationcapacity to meet customer requirements. All of BGE’s natural gas supply and asset management agreements qualify for the NPNS scopeexception and result in physical delivery. Proprietary Trading. Generation also enters into certain energy-related derivatives for proprietary trading purposes. Proprietary tradingincludes all contracts entered into with the intent of benefiting from shifts or changes in market prices as opposed to those entered into withthe intent of hedging or managing risk. Proprietary trading activities are subject to limits established by Exelon’s RMC. The proprietarytrading activities, which included settled physical sales volumes of 8,762 GWh, 12,958 GWh and 5,742 Gwh for the years endedDecember 31, 2013, 2012 and 2011, are a complement to 313Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Generation’s energy marketing portfolio but represent a small portion of Generation’s revenue from energy marketing activities. ComEd,PECO and BGE do not enter into derivatives for proprietary trading purposes. Interest Rate and Foreign Exchange Risk (Exelon, Generation, ComEd, PECO and BGE) The Registrants use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. The Registrants may alsoutilize fixed-to-floating interest rate swaps, which are typically designated as fair value hedges, as a means to manage their interest rateexposure. In addition, the Registrants may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which aretypically designated as cash flow hedges. These strategies are employed to manage interest rate risks. At December 31, 2013, Exelon had$1,425 million of notional amounts of fixed-to-floating hedges outstanding and $190 million of notional amounts of floating-to-fixed hedgesoutstanding. Assuming the fair value and cash flow interest rate hedges are 100% effective, a hypothetical 50 bps increase in the interestrates associated with unhedged variable-rate debt (excluding Commercial Paper) and fixed-to-floating swaps would result in an approximate$5 million decrease in Exelon Consolidated pre-tax income for the year ended December 31, 2013. To manage foreign exchange rateexposure associated with international energy purchases in currencies other than U.S. dollars, Generation utilizes foreign currencyderivatives, which are typically designated as economic hedges. Below is a summary of the interest rate and foreign currency hedges as ofDecember 31, 2013. Generation Other Exelon Description DerivativesDesignated asHedgingInstruments EconomicHedges ProprietaryTrading Collateraland Netting Subtotal DerivativesDesignated asHedgingInstruments Total Mark-to-market derivative assets(Current Assets) $— $3 $15 $(19) $(1) $— $(1) Mark-to-market derivative assets(Noncurrent Assets) 26 3 15 (13) 31 7 38 Total mark-to-market derivativeassets $26 $6 $30 $(32) $30 $7 $37 Mark-to-market derivative liabilities(Current Liabilities) $(1) $(1) $(18) $19 $(1) $— $(1) Mark-to-market derivative liabilities(Noncurrent Liabilities) (10) (1) (13) 13 (11) (4) (15) Total mark-to-market derivativeliabilities $(11) $(2) $(31) $32 $(12) $(4) $(16) Total mark-to-market derivative netassets (liabilities) $15 $4 $(1) $— $18 $3 $21 (a)Generation enters into interest rate derivative contracts to economically hedge risk associated with the interest rate component of commodity positions. Thecharacterization of the interest rate derivative contracts between the proprietary trading activity in the above table is driven by the corresponding characterization ofthe underlying commodity position that gives rise to the interest rate exposure. Generation does not utilize proprietary trading interest rate derivatives with theobjective of benefiting from shifts or changes in market interest rates.(b)Represents the netting of fair value balances with the same counterparty and any associated cash collateral. 314(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table provides a summary of the interest rate hedge balances recorded by the Registrants as of December 31, 2012: Generation Other Exelon Description DerivativesDesignated asHedgingInstruments EconomicHedges ProprietaryTrading Collateraland Netting Subtotal DerivativesDesignated asHedgingInstruments Total Mark-to-market derivative assets(Current Assets) $— $3 $20 $(19) $4 $— $4 Mark-to-market derivative assets(Noncurrent Assets) 38 8 32 (32) 46 13 59 Total mark-to-market derivativeassets $38 $11 $52 $(51) $50 $13 $63 Mark-to-market derivative liabilities(Current Liabilities) $(1) $(1) $(19) $19 $(2) $— $(2) Mark-to-market derivative liabilities(Noncurrent Liabilities) (31) — (32) 32 (31) — (31) Total mark-to-market derivativeliabilities (32) (1) (51) 51 (33) — (33) Total mark-to-market derivative netassets (liabilities) $6 $10 $1 $— $17 $13 $30 (a)Generation enters into interest rate derivative contracts to economically hedge risk associated with the interest rate component of commodity positions. Thecharacterization of the interest rate derivative contracts between the proprietary trading activity in the above table is driven by the corresponding characterization ofthe underlying commodity position that gives rise to the interest rate exposure. Generation does not utilize proprietary trading interest rate derivatives with theobjective of benefiting from shifts or changes in market interest rates.(b)Represents the netting of fair value balances with the same counterparty and any associated cash collateral. Fair Value Hedges. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivativeas well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. Exelon includes thegain or loss on the hedged items and the offsetting loss or gain on the related interest rate swaps in interest expense as follows: Twelve Months Ended December 31, Income Statement Location 2013 2012 2011 2013 2012 2011 Gain (Loss) on Swaps Gain (Loss) on Borrowings Generation Interest expense $(15) $(6) $— $— $(6) $— Exelon Interest expense $(24) $(9) $1 $11 $(3) $(1) (a)For the years ended December 31, 2013 and 2012, the loss on Generation swaps included $16 million and $12 realized in earnings, respectively, with $2 million andan immaterial amount excluded from hedge effectiveness testing, respectively. During the third and fourth quarters of 2013, Exelon entered into $625 million of notional amounts of fixed-to-floating fair value hedgesrelated to interest rate swaps, which expire in 2020. At December 31, 2013, Exelon and Generation had total outstanding fixed-to-floating fairvalue hedges related to interest rate swaps of $1,275 million and $550 million, with unrealized gains of $26 million and $23 million,respectively. At December 31, 2012, Exelon and Generation had outstanding fixed-to-floating fair value hedges related to interest rate swapsof $650 million and $550 million that expire in 2015, with unrealized gains of $49 million and $38 million, respectively. During the yearsended December 31, 2013 and 2012, the impact on the results of operations as a result of ineffectiveness from fair value hedges was a $2million gain and immaterial, respectively. 315(a)(b) (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Cash Flow Hedges. In anticipation of the Continental Wind, LLC non-recourse project financing that was completed on September 30,2013, Exelon entered into forward-starting interest rate swaps that were designated as cash flow hedges to hedge the change in benchmarkinterest rates. Upon settlement of the swaps, a $26 million effective gain in OCI was deferred and will be amortized into interest expenseover the life of the debt. See Note 13—Debt and Credit Agreements for additional information on the project financing. In connection with the DOE guaranteed loan for the Antelope Valley acquisition, as discussed in Note 13—Debt and CreditAgreements, Generation entered into a floating-to-fixed forward starting interest rate swap with a notional amount of $485 million and amandatory early termination date of April 5, 2014. The swap hedges approximately 75% of Generation’s future interest rate exposureassociated with the financing and was designated as a cash flow hedge. As such, the effective portion of the hedge is recorded in othercomprehensive income within Generation’s Consolidated Balance Sheets, with any ineffectiveness recorded in Generation’s ConsolidatedStatements of Operations and Comprehensive Income. Net gains (or losses) from settlement of the hedges, to the extent effective, areamortized as an adjustment to the interest expense over the term of the DOE guaranteed loan. Every time Generation draws down on the loan, an offsetting hedge (fixed-to-floating) is executed and a portion of the cash flow hedgewith a notional amount equal to the offsetting hedge, is de-designated and the related gains or losses going forward are reflected in earnings,which are largely offset by the losses or gains in the offsetting hedge. Antelope Valley received its first loan advance on April 5, 2012, and a series of additional advances subsequently. Generation hasentered into a series of fixed-to-floating interest rate swaps with an aggregated notional amount of $350 million, approximately 75% of theloan advance amount to offset portions of the original interest rate hedge, which are not designated as cash flow hedges. The remaining cashflow hedge has a notional amount of $135 million. At December 31, 2013, Generation’s mark-to-market non-current derivative liabilityrelating to the interest rate swaps in connection with the loan agreement to fund Antelope Valley was $10 million. During the third quarter of 2011, a subsidiary of Constellation entered into floating-to-fixed interest rate swaps to manage a portion of theinterest rate exposure for anticipated long-term borrowings to finance Sacramento PV Energy. The swaps have a total notional amount of $28million as of December 31, 2013 and expire in 2027. After the closing of the merger with Constellation, the swaps were re-designated ascash flow hedges. At December 31, 2013, the subsidiary had a $1 million derivative liability related to these swaps. During the third quarter of 2012, a subsidiary of Exelon Generation entered into a floating-to-fixed interest rate swap to manage aportion of the interest rate exposure of anticipated long-term borrowings to finance Constellation Solar Horizons. The swap has a notionalamount of $27 million as of December 31, 2013, and expires in 2030. This swap is designated as a cash flow hedge. At December 31,2013, the subsidiary had a $2 million derivative asset related to the swap. During the years ended December 31, 2013, and 2012, the impact on the results of operations as a result of ineffectiveness from cashflow hedges was immaterial. Economic Hedges. At December 31, 2013, Generation had $144 million in notional amounts of interest rate derivative contracts toeconomically hedge risk associated with the interest rate 316Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) component of commodity positions and $195 million in notional amounts of foreign currency exchange rate swaps that are marked-to-marketto manage the exposure associated with international purchases of commodities in currencies other than U.S. dollars. At December 31, 2013, Exelon and Generation had $150 million in notional amounts of fixed-to-floating interest rate swaps that aremarked-to-market, with unrealized gains of $2 million. These swaps, which were acquired as part of the merger with Constellation, expire in2014. During the year ended December 31, 2013, and the period from March 12 to December 31, 2012, the impact on the results ofoperations was immaterial. Fair Value Measurement and Accounting for the Offsetting of Amounts Related to Certain Contracts (Exelon, Generation,ComEd, PECO and BGE) Fair value accounting guidance and disclosures about offsetting assets and liabilities requires the fair value of derivative instruments tobe shown in the Notes to the Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject tolegally enforceable master netting agreements and qualify for net presentation in the Consolidated Balance Sheet. A master nettingagreement is an agreement between two counterparties that may have derivative and non-derivative contracts with each other providing forthe net settlement of all referencing contracts via one payment stream, which takes place either as the contracts deliver, when collateral isrequested or in the event of default. Generation’s use of cash collateral is generally unrestricted unless Generation is downgraded belowinvestment grade (i.e. to BB+ or Ba1). In the table below, Generation’s energy-related economic hedges and proprietary trading derivativesare shown gross and the impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable masternetting agreements, as well as netting of cash collateral, is aggregated in the collateral and netting column. As of December 31, 2013 and2012, $10 million of cash collateral posted and $3 million of cash collateral received, respectively, was not offset against derivative positionsbecause such collateral was not associated with any energy-related derivatives or as of the balance sheet date there were no positions tooffset. Excluded from the tables below are economic hedges that qualify for the NPNS scope exception and other non-derivative contracts thatare accounted for under the accrual method of accounting. ComEd’s use of cash collateral is generally unrestricted unless ComEd is downgraded below investment grade (i.e. to BB+ or Ba1). Cash collateral held by PECO and BGE must be deposited in a non affiliate major U.S. commercial bank or foreign bank with a U.S.branch office that meet certain qualifications. 317Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table provides a summary of the derivative fair value balances recorded by the Registrants as of December 31, 2013: Generation ComEd Exelon Derivatives EconomicHedges ProprietaryTrading CollateralandNetting Subtotal EconomicHedges TotalDerivatives Mark-to-marketderivative assets (current assets) $2,616 $1,476 $(3,364) $728 $— $728 Mark-to-marketderivative assets (noncurrent assets) 1,344 285 (1,060) 569 — 569 Total mark-to-marketderivative assets $3,960 $1,761 $(4,424) $1,297 $— $1,297 Mark-to-marketderivative liabilities (current liabilities) $(2,023) $(1,410) $3,292 $(141) $(17) $(158) Mark-to-marketderivative liabilities (noncurrent liabilities) (804) (293) 988 (109) (176) (285) Total mark-to-marketderivative liabilities $(2,827) $(1,703) $4,280 $(250) $(193) $(443) Total mark-to-marketderivative net assets (liabilities) $1,133 $58 $(144) $1,047 $(193) $854 (a)Exelon and Generation net all available amounts allowed under the derivative accounting guidance on the balance sheet. These amounts include unrealizedderivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases Exelon and Generationmay have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify asderivatives, letters of credit and other forms of non-cash collateral. These are not reflected in the table above.(b)Current and noncurrent assets are shown net of collateral of $84 million and $72 million, respectively, and current and noncurrent liabilities are shown net ofcollateral of $(12) million and $0 million, respectively. The total cash collateral posted, net of cash collateral received and offset against mark-to-market assets andliabilities was $144 million at December 31, 2013.(c)Includes current and noncurrent liabilities relating to floating-to-fixed energy swap contracts with unaffiliated suppliers. 318(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table provides a summary of the derivative fair value balances recorded by the Registrants as of December 31, 2012: Generation ComEd Exelon Derivatives EconomicHedges ProprietaryTrading CollateralandNetting Subtotal EconomicHedges IntercompanyEliminations TotalDerivatives Mark-to-marketderivative assets (current assets) $2,883 $2,469 $(4,418) $934 $— $— $934 Mark-to-marketderivative assets with affiliate(current assets) 226 — — 226 — (226) — Mark-to-marketderivative assets (noncurrentassets) 1,792 724 (1,638) 878 — — 878 Total mark-to-marketderivative assets $4,901 $3,193 $(6,056) $2,038 $— $(226) $1,812 Mark-to-marketderivative liabilities (currentliabilities) $(2,419) $(2,432) $4,519 $(332) $(18) $— $(350) Mark-to-marketderivative liability with affiliate(current liabilities) — — — — (226) 226 — Mark-to-marketderivative liabilities (noncurrentliabilities) (1,080) (689) 1,568 (201) (49) — (250) Total mark-to-marketderivative liabilities $(3,499) $(3,121) $6,087 $(533) $(293) $226 $(600) Total mark-to-marketderivative net assets (liabilities) $1,402 $72 $31 $1,505 $(293) $— $1,212 (a)Includes current and noncurrent assets for Generation and current and noncurrent liabilities for ComEd of $226 million related to the fair value of the five-yearfinancial swap contract between Generation and ComEd, as described above. For Generation, excludes $28 million of noncurrent liability relating to an interest rateswap in connection with a loan agreement to fund Antelope Valley as discussed above.(b)Exelon and Generation net all available amounts allowed under the derivative accounting guidance on the balance sheet. These amounts include unrealizedderivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases Exelon and Generationmay have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify asderivatives, and letters of credit. These are not reflected in the table above.(c)Current and noncurrent assets are shown net of collateral of $113 million and $201 million, respectively, and current and noncurrent liabilities are shown net ofcollateral of $ (214) million and $ (131) million, respectively. The total cash collateral received, net of cash collateral posted and offset against mark-to-market assetsand liabilities was $ (31) million at December 31, 2012.(d)Includes current and noncurrent liabilities relating to floating-to-fixed energy swap contracts with unaffiliated suppliers. Cash Flow Hedges (Exelon, Generation and ComEd). As discussed previously, effective prior to the merger with Constellation,Generation de-designated all of its cash flow hedges relating to commodity price risk. Because the underlying forecasted transactions remainat least reasonably possible, the fair value of the effective portion of these cash flow hedges was frozen in accumulated OCI and isreclassified to results of operations when the forecasted purchase or sale of the energy commodity occurs, or becomes probable of notoccurring. Generation began recording prospective 319(a)(b)(c)(a)(d)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) changes in the fair value of these instruments through current earnings from the date of de-designation. Approximately $195 million of thesenet pre-tax unrealized gains within accumulated OCI are expected to be reclassified from accumulated OCI during the next twelve months byGeneration. Generation expects the settlement of the majority of its cash flow hedges will occur during 2013 through 2014. Exelon discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the cashflows of a hedged item or when it is no longer probable that the forecasted transaction will occur. For the year ended 2012, the amountreclassified into earnings as a result of the discontinuance of cash flow hedges was immaterial. The tables below provide the activity of accumulated OCI related to cash flow hedges for the years ended December 31, 2013 and 2012,containing information about the changes in the fair value of cash flow hedges and the reclassification from accumulated OCI into results ofoperations. The amounts reclassified from accumulated OCI, when combined with the impacts of the actual physical power sales, result inthe ultimate recognition of net revenues at the contracted price. Income StatementLocation Total Cash Flow Hedge OCI Activity,Net of Income Tax Generation Exelon Energy-RelatedHedges Total Cash FlowHedges Accumulated OCI derivative gain at January 1, 2012 $925 $488 Effective portion of changes in fair value 432 330 Reclassifications from accumulated OCI to net income Operating Revenues (828) (453) Ineffective portion recognized in income Operating Revenues 3 3 Accumulated OCI derivative gain at December 31, 2012 532 368 Effective portion of changes in fair value — 29 Reclassifications from accumulated OCI to net income Operating Revenues (413) (277) Accumulated OCI derivative gain at December 31, 2013 $119 $120 (a)Includes $133 million and $420 million of gains, net of taxes, related to the fair value of the five-year financial swap contract with ComEd for the years endedDecember 31, 2012 and 2011 .(b)Includes $88 million of gains, net of taxes, related to the effective portion of changes in fair value of the five-year financial swap contract with ComEd for the yearended December 31, 2012. As of the merger date, cash flow hedges were discontinued, as such, this amount represents changes in fair value prior to the mergerdate.(c)Includes $133 million and $375 million of losses, net of taxes, reclassified from accumulated OCI to recognize gains in net income related to settlements of the five-year financial swap contract with ComEd for the years ended December 31, 2013 and 2012, respectively.(d)Excludes $5 million of losses and $20 million of losses, net of taxes, related to interest rate swaps and treasury rate locks for the years ended December 31, 2013 and2012, respectively.(e)Includes $15 million and $9 million of losses, net of taxes, related to the effective portion of changes in fair value of interest rate swaps and treasury rate locks atGeneration for the year ended December 31, 2013 and 2012, respectively. During the years ended December 31, 2013, 2012, and 2011 Generation’s former energy-related cash flow hedge activity impact to pre-tax earnings based on the reclassification adjustment from accumulated OCI to earnings was a $683 million, $1,368 million and $968million pre-tax gain, respectively. Given that the cash flow hedges had primarily consisted of forward power sales and 320(a)(d)(b)(e)(c)(a)(d)(e)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) power swaps and did not include power and gas options or sales, the ineffectiveness of Generation’s cash flow hedges was primarily theresult of differences between the locational settlement prices of the cash flow hedges and the hedged generating units. Changes in cash flowhedge ineffectiveness were losses of $5 million and a gain of $10 million for the years ended 2012 and 2011, respectively. Exelon’s former energy-related cash flow hedge activity impact to pre-tax earnings based on the reclassification adjustment fromaccumulated OCI to earnings was a $464 million, $747 million and $512 million pre-tax gain for the years ended December 31, 2013, 2012and 2011, respectively. Changes in cash flow hedge ineffectiveness, primarily due to changes in market prices, were losses of $5 million andgains of $10 million for the years ended 2012 and 2011, respectively. Neither Exelon nor Generation will incur changes in cash flow hedgeineffectiveness in future periods as all energy-related cash flow hedge positions were de-designated prior to the merger date. Economic Hedges (Exelon and Generation). These instruments represent hedges that economically mitigate exposure tofluctuations in commodity prices and include financial options, futures, swaps, physical forward sales and purchases, but for which the fairvalue or cash flow hedge elections were not made. Additionally, Generation enters into interest rate derivative contracts and foreign exchangecurrency swaps to manage the exposure related to the interest rate component of commodity positions and international purchases ofcommodities in currencies other than U.S. Dollars. For the years ended December 31, 2013, 2012 and 2011, the following net pre-tax mark-to-market gains (losses) of certain purchase and sale contracts were reported in operating revenues or purchased power and fuel expense atExelon and Generation in the Consolidated Statements of Operations and Comprehensive Income and are included in “Net fair valuechanges related to derivatives” in Exelon’s and Generation’s Consolidated Statements of Cash Flows. In the tables below, “Change in fairvalue” represents the change in fair value of the derivative contracts held at the reporting date. The “Reclassification to realized at settlement”represents the recognized change in fair value that was reclassified to realized due to settlement of the derivative during the period. Generation IntercompanyEliminations Exelon Year Ended December 31, 2013 OperatingRevenues PurchasedPowerand Fuel Total OperatingRevenues Total Change in fair value $285 $180 $465 $(6) $459 Reclassification to realized at settlement (65) 104 39 13 52 Net mark-to-market gains $220 $284 $504 $7 $511 Generation IntercompanyEliminations Exelon Year Ended December 31, 2012 OperatingRevenues PurchasedPowerand Fuel Total OperatingRevenues Total Change in fair value $(362) $215 $(147) $(94) $(241) Reclassification to realized at settlement 429 238 667 101 768 Net mark-to-market gains $67 $453 $520 $7 $527 321(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Exelon and Generation Year Ended December 31, 2011 (As Reported) OperatingRevenues PurchasedPowerand Fuel Total Change in fair value $87 $131 $218 Reclassification to realized at settlement (296) (219) (515) Net mark-to-market (losses) $(209) $(88) $(297) Exelon and Generation Year Ended December 31, 2011 (Pro Forma) OperatingRevenues PurchasedPowerand Fuel Total Change in fair value $258 $(40) $218 Reclassification to realized at settlement (516) 1 (515) Net mark-to-market (losses) $(258) $(39) $(297) (a)Prior to the merger, the five-year financial swap contract between Generation and ComEd was de-designated. As a result, all prospective changes in fair value arerecorded to operating revenues and eliminated in consolidation.(b)Exelon and Generation have historically presented mark-to-market gains and losses within purchased power expense for all non-trading, energy-related derivativesthat were not accounted for as cash flow hedges. In 2011, Exelon and Generation classified the mark-to-market gains and losses for contracts, where the underlyinghedged transaction was an expected sale to hedge power, to operating revenues. Proprietary Trading Activities (Exelon and Generation). For the years ended December 31, 2013, and 2012, Exelon and Generationrecognized the following net unrealized mark-to-market gains (losses), net realized mark-to-market gains (losses) and total net mark-to-market gains (losses) (before income taxes) relating to mark-to-market activity on derivative instruments entered into for proprietary tradingpurposes. Gains and losses associated with proprietary trading are reported as operating revenue in Exelon’s and Generation’s ConsolidatedStatements of Operations and Comprehensive Income and are included in “Net fair value changes related to derivatives” in Exelon’s andGeneration’s Consolidated Statements of Cash Flows. In the tables below, “Change in fair value” represents the change in fair value of thederivative contracts held at the reporting date. The “Reclassification to realized at settlement” represents the recognized change in fair valuethat was reclassified to realized due to settlement of the derivative during the period. Location on IncomeStatement For the Years EndedDecember 31, 2013 2012 2011 Change in fair value Operating Revenue $(21) $(12) $23 Reclassification to realized at settlement Operating Revenue (18) 108 (26) Net mark-to-market gains (losses) Operating Revenue $(39) $96 $(3) Credit Risk (Exelon, Generation, ComEd, PECO and BGE) The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties that enter into derivativeinstruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. Forenergy-related derivative instruments, Generation enters into enabling agreements that allow for payment netting with its counterparties,which reduces Generation’s exposure to counterparty risk by providing for the offset of amounts payable to the counterparty against amountsreceivable from the counterparty. Typically, 322 (b)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) each enabling agreement is for a specific commodity and so, with respect to each individual counterparty, netting is limited to transactionsinvolving that specific commodity product, except where master netting agreements exist with a counterparty that allow for cross productnetting. In addition to payment netting language in the enabling agreement, Generation’s credit department establishes credit limits,margining thresholds and collateral requirements for each counterparty, which are defined in the derivative contracts. Counterparty creditlimits are based on an internal credit review process that considers a variety of factors, including the results of a scoring model, leverage,liquidity, profitability, credit ratings by credit rating agencies, and risk management capabilities. To the extent that a counterparty’s marginingthresholds are exceeded, the counterparty is required to post collateral with Generation as specified in each enabling agreement.Generation’s credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual andan aggregate basis. The following tables provide information on Generation’s credit exposure for all derivative instruments, NPNS, and applicable payablesand receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2013. The tables furtherdelineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individualcounterparties. The figures in the tables below do not include credit risk exposure from uranium procurement contracts or exposure throughRTOs, ISOs, NYMEX, ICE and Nodal commodity exchanges, further discussed in ITEM 7A—QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK. Additionally, the figures in the tables below do not include exposures with affiliates, including netreceivables with ComEd, PECO and BGE of $38 million, $38 million and $27 million, respectively. Rating as of December 31, 2013 TotalExposureBefore CreditCollateral CreditCollateral NetExposure Number ofCounterpartiesGreater than 10%of Net Exposure Net Exposure ofCounterpartiesGreater than 10%of Net Exposure Investment grade $1,621 $172 $1,449 $1 $491 Non-investment grade 27 9 18 — — No external ratings Internally rated—investment grade 416 1 415 1 226 Internally rated—non-investmentgrade 30 2 28 — — Total $2,094 $184 $1,910 $2 $717 Net Credit Exposure by Type of Counterparty December 31, 2013 Financial Institutions $256 Investor-owned utilities, marketers, power producers 684 Energy cooperatives and municipalities 907 Other 63 Total $1,910 (a)As of December 31, 2013, credit collateral held from counterparties where Generation had credit exposure included $155 million of cash and $29 million of letters ofcredit . ComEd’s power procurement contracts provide suppliers with a certain amount of unsecured credit. The credit position is based onforward market prices compared to the benchmark prices. The benchmark prices are the forward prices of energy projected through thecontract term and are set at 323(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) the point of supplier bid submittals. If the forward market price of energy exceeds the benchmark price, the suppliers are required to postcollateral for the secured credit portion after adjusting for any unpaid deliveries and unsecured credit allowed under the contract. Theunsecured credit used by the suppliers represents ComEd’s net credit exposure. As of December 31, 2013, ComEd’s credit exposure tosuppliers was immaterial. ComEd is permitted to recover its costs of procuring energy through the Illinois Settlement Legislation. ComEd’s counterparty creditrisk is mitigated by its ability to recover realized energy costs through customer rates. See Note 3—Regulatory Matters for additionalinformation. PECO’s supplier master agreements that govern the terms of its electric supply procurement contracts, which define a supplier’sperformance assurance requirements, allow a supplier to meet its credit requirements with a certain amount of unsecured credit. Theamount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’stangible net worth. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction isexecuted, compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initialmarket price, the supplier is required to post collateral to the extent the credit exposure is greater than the supplier’s unsecured credit limit.The unsecured credit used by the suppliers represents PECO’s net credit exposure. As of December 31, 2013, PECO had no net creditexposure with suppliers. PECO is permitted to recover its costs of procuring electric supply through its PAPUC-approved DSP Program. PECO’s counterpartycredit risk is mitigated by its ability to recover realized energy costs through customer rates. See Note 3—Regulatory Matters for additionalinformation. PECO’s natural gas procurement plan is reviewed and approved annually on a prospective basis by the PAPUC. PECO’s counterpartycredit risk under its natural gas supply and asset management agreements is mitigated by its ability to recover its natural gas costs throughthe PGC, which allows PECO to adjust rates quarterly to reflect realized natural gas prices. PECO does not obtain collateral from suppliersunder its natural gas supply and asset management agreements. As of December 31, 2013, PECO had credit exposure of $9 million underits natural gas supply and asset management agreements with investment grade suppliers. BGE is permitted to recover its costs of procuring energy through the MDPSC-approved procurement tariffs. BGE’s counterparty creditrisk is mitigated by its ability to recover realized energy costs through customer rates. See Note 3—Regulatory Matters for additionalinformation. BGE’s full requirement wholesale electric power agreements that govern the terms of its electric supply procurement contracts, whichdefine a supplier’s performance assurance requirements, allow a supplier, or its guarantor, to meet its credit requirements with a certainamount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major creditrating agencies and the supplier’s tangible net worth, subject to an unsecured credit cap. The credit position is based on the initial marketprice, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To theextent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the creditexposure is greater than the supplier’s unsecured credit limit. The unsecured credit used by the suppliers represents BGE’s net creditexposure. The seller’s credit exposure is calculated each business day. As of December 31, 2013, BGE had no net credit exposure tosuppliers. 324Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) BGE’s regulated gas business is exposed to market-price risk. This market-price risk is mitigated by BGE’s recovery of its costs toprocure natural gas through a gas cost adjustment clause approved by the MDPSC. BGE does make off-system sales after BGE hassatisfied its customers’ demands, which are not covered by the gas cost adjustment clause. At December 31, 2013, BGE had credit exposureof $14 million related to off-system sales which is mitigated by parental guarantees, letters of credit, or right to offset clauses within othercontracts with those third-party suppliers. Collateral and Contingent-Related Features (Exelon, Generation, ComEd, PECO and BGE) As part of the normal course of business, Generation routinely enters into physical or financially settled contracts for the purchase andsale of electric capacity, energy, fuels, emissions allowances and other energy-related products. Certain of Generation’s derivativeinstruments contain provisions that require Generation to post collateral. Generation also enters into commodity transactions on exchanges(i.e. NYMEX, ICE). The exchanges act as the counterparty to each trade. Transactions on the exchanges must adhere to comprehensivecollateral and margining requirements. This collateral may be posted in the form of cash or credit support with thresholds contingent uponGeneration’s credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and bycounterparty. These credit-risk-related contingent features stipulate that if Generation were to be downgraded or lose its investment gradecredit rating (based on its senior unsecured debt rating), it would be required to provide additional collateral. This incremental collateralrequirement allows for the offsetting of derivative instruments that are assets with the same counterparty, where the contractual right of offsetexists under applicable master netting agreements. In the absence of expressly agreed-to provisions that specify the collateral that must beprovided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. In this case,Generation believes an amount of several months of future payments (i.e. capacity payments) rather than a calculation of fair value is thebest estimate for the contingent collateral obligation, which has been factored into the disclosure below. The aggregate fair value of all derivative instruments with credit-risk-related contingent features in a liability position that are not fullycollateralized (excluding transactions on the exchanges that are fully collateralized) is detailed in the table below: For the Years Ended December 31, Credit-Risk Related Contingent Feature 2013 2012 Gross Fair Value of Derivative Contracts Containing this Feature $(1,056) $(1,849) Offsetting Fair Value of In-the-Money Contracts Under Master Netting Arrangements $846 $1,426 Net Fair Value of Derivative Contracts Containing This Feature $(210) $(423) (a)Amount represents the gross fair value of out-of-the-money derivative contracts containing credit-risk-related contingent ignoring the effects of master nettingagreements.(b)Amount represents the offsetting fair value of in-the-money derivative contracts under legally enforceable master netting agreements with the same counterparty,which reduces the amount of any liability for which a Registrant could potentially be required to post collateral.(c)Amount represents the net fair value of out-of-the-money derivative contracts containing credit-risk related contingent features after considering the mitigating effects ofoffsetting positions under master netting arrangements and reflects the actual net liability upon which any potential contingent collateral obligations would be based. Generation had cash collateral posted of $72 million, letters of credit posted of $364 million, cash collateral held of $206 million andletters of credit held of $34 million as of December 31, 2013 for counterparties with derivative positions. Generation had cash collateralposted of $527 million and 325(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) letters of credit posted of $563 million and cash collateral held of $499 million and letters of credit held of $45 million at December 31, 2012for counterparties with derivative positions. In the event of a credit downgrade below investment grade (i.e. BB+ or Ba1), Generation could berequired to post additional collateral of $2.0 billion as of December 31, 2013 and December 31, 2012. These amounts represent the potentialadditional collateral required after giving consideration to offsetting derivative and non-derivative positions under master netting agreements. Generation’s and Exelon’s interest rate swaps contain provisions that, in the event of a merger, if Generation’s debt ratings were tomaterially weaken, it would be in violation of these provisions, resulting in the ability of the counterparty to terminate the agreement prior tomaturity. Collateralization would not be required under any circumstance. Termination of the agreement could result in a settlement paymentby Exelon or the counterparty on any interest rate swap in a net liability position. The settlement amount would be equal to the fair value ofthe swap on the termination date. As of December 31, 2013, Generation’s and Exelon’s swaps were in an asset position, with a fair value of$18 million and $21 million, respectively. See Note 24—Segment Information for additional information regarding the letters of credit supporting the cash collateral. Generation entered into supply forward contracts with certain utilities, including PECO and BGE, with one-sided collateral postingsonly from Generation. If market prices fall below the benchmark price levels in these contracts, the utilities are not required to post collateral.However, when market prices rise above the benchmark price levels, counterparty suppliers, including Generation, are required to postcollateral once certain unsecured credit limits are exceeded. Under the terms of ComEd’s standard block energy contracts, collateral postingsare one-sided from suppliers, including Generation, should exposures between market prices and benchmark prices exceed establishedunsecured credit limits outlined in the contracts. As of December 31, 2013, ComEd held neither cash nor letters of credit for the purpose ofcollateral from suppliers in association with energy procurement contracts. Under the terms of ComEd’s annual renewable energy contracts,collateral postings are required to cover a fixed value for RECs only. In addition, under the terms of ComEd’s long-term renewable energycontracts, collateral postings are required from suppliers for both RECs and energy. The REC portion is a fixed value and the energy portionis one-sided from suppliers should the forward market prices exceed contract prices. As of December 31, 2013, ComEd held approximately$19 million in the form of cash and letters of credit as margin for both the annual and long-term REC obligations. See Note 1—SignificantAccounting Policies for additional information. PECO’s natural gas procurement contracts contain provisions that could require PECO to post collateral. This collateral may be postedin the form of cash or credit support with thresholds contingent upon PECO’s credit rating from the major credit rating agencies. Thecollateral and credit support requirements vary by contract and by counterparty. As of December 31, 2013, PECO was not required to postcollateral for any of these agreements. If PECO lost its investment grade credit rating as of December 31, 2013, PECO could have beenrequired to post approximately $42 million of collateral to its counterparties. PECO’s supplier master agreements that govern the terms of its DSP Program contracts do not contain provisions that would requirePECO to post collateral. BGE’s full requirements wholesale power agreements that govern the terms of its electric supply procurement contracts do not containprovisions that would require BGE to post collateral. 326Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) BGE’s natural gas procurement contracts contain provisions that could require BGE to post collateral. This collateral may be posted inthe form of cash or credit support with thresholds contingent upon BGE’s credit rating from the major credit rating agencies. The collateraland credit support requirements vary by contract and by counterparty. As of December 31, 2013, BGE was not required to post collateral forany of these agreements. If BGE lost its investment grade credit rating as of December 31, 2013, BGE could have been required to postapproximately $85 million of collateral to its counterparties. 13. Debt and Credit Agreements (Exelon, Generation, ComEd, PECO and BGE) Short-Term Borrowings Exelon, ComEd and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generationand PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from theintercompany money pool. Exelon, Generation, ComEd, PECO and BGE had the following amounts of commercial paper borrowings at December 31, 2013 and2012: MaximumProgram Size atDecember 31, OutstandingCommercialPaper atDecember 31, Average Interest Rate onCommercial Paper Borrowings forthe Year Ended December 31, Commercial Paper Issuer 2013 2012 2013 2012 2013 2012 Exelon Corporate $500 $500 $— $— 0.27% 0.47% Generation 5,600 5,600 — — 0.32% 0.45% ComEd 1,000 1,000 184 — 0.40% 0.50% PECO 600 600 — — n.a. n.a. BGE 600 600 135 — 0.31% 0.43% Total $8,300 $8,300 $319 $— (a)Equals aggregate bank commitments under the revolving and bilateral credit agreements (with the exception of a $75 million bilateral agreement) that backstop thecommercial paper program. See discussion below and Credit Agreements table below for items affecting effective program size. In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have revolvingcredit facilities in place, at least equal to the amount of its commercial paper program. While the amount of its outstanding commercial paperdoes not reduce available capacity under a Registrant’s credit agreement, a Registrant does not issue commercial paper in an aggregateamount exceeding the then available capacity under its credit agreement. 327(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) At December 31, 2013, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacityunder their respective credit agreements: Available Capacity atDecember 31, 2013 Borrower Aggregate BankCommitment Facility Draws OutstandingLetters of Credit Actual To SupportAdditionalCommercialPaper Exelon Corporate $500 $— $2 $498 $498 Generation 5,675 — 1,413 4,262 4,187 ComEd 1,000 — — 1,000 816 PECO 600 — 1 599 599 BGE 600 — — 600 465 Total $8,375 $— $1,416 $6,959 $6,565 (a)Excludes additional credit facility agreements for Generation, ComEd, PECO and BGE with aggregate commitments of $50 million, $34 million, $34 million and $5million, respectively, arranged with minority and community banks located primarily within ComEd’s, PECO’s and BGE’s service territories. These facilities expireon October 17, 2014 and are solely for issuing letters of credit. As of December 31, 2013, letters of credit issued under these agreements totaled $20 million, $18million, $21 million and $1 million for Generation, ComEd, PECO and BGE, respectively.(b)Excludes $75 million bilateral credit facility that does not back Generation’s commercial paper program. For the year ended December 31, 2013, there were no borrowings under the Registrants’ credit facilities. The following tables present the short-term borrowings activity for Exelon, Generation, ComEd, and BGE during 2013, 2012 and 2011.PECO did not have any short-term borrowings outstanding during 2013, 2012 or 2011. Exelon 2013 2012 2011 Average borrowings $254 $199 $218 Maximum borrowings outstanding 682 505 600 Average interest rates, computed on a daily basis 0.37% 0.48% 0.50% Average interest rates, at December 31 0.35% n.a. 0.44% Generation 2013 2012 2011 Average borrowings $42 $4 $51 Maximum borrowings outstanding 291 165 304 Average interest rates, computed on a daily basis 0.32% 0.45% 0.48 Average interest rates, at December 31 n.a. n.a. n.a. 328 (a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) ComEd 2013 2012 2011 Average borrowings $203 $110 $36 Maximum borrowings outstanding 446 366 407 Average interest rates, computed on a daily basis 0.40% 0.50% 0.71% Average interest rates, at December 31 0.37% n.a. n.a. BGE 2013 2012 2011 Average borrowings $35 $6 $26 Maximum borrowings outstanding 135 76 190 Average interest rates, computed on a daily basis 0.31% 0.43% 0.38% Average interest rates, computed at December 31 0.31% n.a. n.a. Credit Agreements On January 23, 2013, Generation entered into a two year $75 million bilateral letter of credit facility with a bank. The credit agreementexpires in January 2015. This facility will solely be utilized by Generation to issue letters of credit. On March 14, 2013, ComEd extended its unsecured revolving credit facility with aggregate bank commitments of $1.0 billion. Underthis facility, ComEd may issue letters of credit in the aggregate amount of up to $500 million. The credit agreement expires on March 28,2018, and ComEd may request another one-year extension of that term. The credit facility also allows ComEd to request increases in theaggregate commitments of up to an additional $500 million. Any such extension or increases are subject to the approval of the lenders partyto the credit agreement in their sole discretion. Costs incurred to extend the facility for ComEd were not material. On August 10, 2013, Exelon Corporate, Generation, PECO and BGE amended and extended their respective unsecured syndicatedrevolving credit facilities, with aggregate bank commitments of $500 million, $5.3 billion, $600 million and $600 million, respectively. Thenew covenants are substantially consistent with existing covenants. Costs incurred to amend and extend the facilities for Exelon Corporate,Generation, PECO and BGE were not material. Effective August 10, 2013, Exelon and ComEd entered into amendments to each of their respective revolving credit facilities (theAmendments). The Amendments relate to the IRS’s challenge to the position taken by Exelon on its 1999 federal income tax return withrespect to the sale of ComEd’s fossil generating assets in a like-kind exchange tax position. The Amendments are intended to exclude thenon-cash impact of the like-kind exchange tax position from the calculation of the interest coverage ratio under each of Exelon and ComEd’srespective credit facilities. See Note 12—Income Taxes for additional information. On January 27, 2014 ComEd began the process of extending its unsecured syndicated revolving credit facility, with aggregate bankcommitments of $1.0 billion. The transaction is expected to close and become effective in March 2014, with a maturity of five years from theclose of the transaction. No changes are expected to be made to the facility other than extension of the term for an additional one year period.Generally, it is expected that costs incurred to extend the facility will be amortized over the newly extended life of the facility. 329Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Borrowings under Exelon Corporate’s, Generation’s, ComEd’s, PECO’s and BGE’s credit agreements bear interest at a rate basedupon either the prime rate or a LIBOR-based rate, plus an adder based upon the particular registrant’s credit rating. Exelon Corporate,Generation, ComEd, PECO and BGE have adders of 27.5, 27.5, 27.5, 0.0 and 7.5 basis points for prime based borrowings and 127.5,127.5, 127.5, 100.0 and 107.5 basis points for LIBOR-based borrowings. The maximum adders for prime rate borrowings and LIBOR-basedrate borrowings are 65 basis points and 165 basis points, respectively. The credit agreements also require the borrower to pay a facility feebased upon the aggregate commitments under the agreement. The fee varies depending upon the respective credit ratings of the borrower. An event of default under any of the Registrants’ credit facilities would not constitute an event of default under any of the otherRegistrants’ credit facilities, except that a bankruptcy or other event of default in the payment of principal, premium or indebtedness inprincipal amount in excess of $100 million in the aggregate by Generation under its credit facility would constitute an event of default underthe Exelon Corporate credit facility. On October 18, 2013, Generation, ComEd, PECO and BGE refinanced their respective minority and community bank credit facilityagreements in the amounts of $50 million, $34 million, $34 million and $5 million, respectively. These facilities, which expire in October2014, are solely utilized to issue letters of credit. Each credit facility requires the affected borrower to maintain a minimum cash from operations to interest expense ratio for the twelve-month period ended on the last day of any quarter. The ratios exclude revenues and interest expenses attributable to securitization debt,certain changes in working capital, distributions on preferred securities of subsidiaries and, in the case of Exelon and Generation, interest onthe debt of its project subsidiaries. The following table summarizes the minimum thresholds reflected in the credit agreements for the yearended December 31, 2013: Exelon Generation ComEd PECO BGE Credit facility threshold 2.50 to 1 3.00 to 1 2.00 to 1 2.00 to 1 2.00 to 1 At December 31, 2013, the interest coverage ratios at the Registrants were as follows: Exelon Generation ComEd PECO BGE Interest coverage ratio 7.67 11.45 5.20 8.29 7.85 Accounts Receivable Agreement PECO was party to an agreement with a financial institution under which it transferred an undivided interest, adjusted daily, in itsaccounts receivable designated under the agreement in exchange for proceeds of $210 million, which was classified as a short-term notepayable on Exelon’s and PECO’s Consolidated Balance Sheets as of December 31, 2012. The agreement terminated on August 30, 2013and PECO paid down the outstanding principal of $210 million. The financial institution no longer has an undivided interest in the accountsreceivable designated under the agreement. As of December 31, 2012, the financial institution’s undivided interest in Exelon’s and PECO’sgross accounts receivable was equivalent to $289 million, which represented the financial institution’s interest in PECO’s eligiblereceivables as calculated under the terms of the agreement. The agreement required PECO to maintain eligible receivables at leastequivalent to the financial institution’s undivided interest. 330Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Willis Tower Capital Lease In the second quarter of 2013, ComEd entered into a 20-year capital lease for distribution substation space at Willis Tower in Chicago,Illinois. Exelon and ComEd recorded $8 million on their Consolidated Balance Sheets within property plant and equipment and long-termdebt at the inception of the lease. ComEd will make lease payments of less than $1 million annually in 2013-2017 and approximately $7million in aggregate thereafter. Long-Term Debt The following tables present the outstanding long-term debt at Exelon, Generation, ComEd, PECO and BGE as of December 31, 2013and 2012: Exelon MaturityDate December 31, Rates 2013 2012 Long-term debt First Mortgage Bonds : Fixed rates 1.20% — 7.63% 2013-2043 $7,746 $7,397 Unsecured bonds 2.80% — 6.35% 2013-2036 1,750 1,850 Rate stabilization bonds 5.68% — 5.82% 2016-2017 265 332 Senior unsecured notes 2.00% — 7.60% 2014-2042 7,571 8,021 Pollution control notes: Fixed rates 4.10% 2014 20 20 Non-recourse debt: Fixed rates 2.33% — 5.50% 2031-2037 1,077 238 Variable rates 1.96% — 2.77% 2013-2053 150 262 Notes payable and other 4.50% — 7.83% 2014-2053 181 177 Total long-term debt 18,760 18,297 Unamortized debt discount and premium, net (19) (17) Fair value adjustment 384 448 Fair value hedge carrying value adjustment, net 7 17 Long-term debt due within one year (1,509) (1,047) Long-term debt $17,623 $17,698 Long-term debt to financing trusts Subordinated debentures to ComEd Financing III 6.35% 2033 $206 $206 Subordinated debentures to PECO Trust III 7.38% 2028 81 81 Subordinated debentures to PECO Trust IV 5.75% 2033 103 103 Subordinated debentures to BGE Trust 6.20% 2043 258 258 Total long-term debt to financing trusts $648 $648 (a)Substantially all of ComEd’s assets other than expressly excepted property and substantially all of PECO’s assets are subject to the liens of their respective mortgageindentures.(b)Includes First Mortgage Bonds issued under the ComEd and PECO mortgage indentures securing pollution control bonds and notes. 331(a)(b) (c) (d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (c)Includes capital lease obligations of $41 million and $30 million at December 31, 2013 and 2012, respectively. Lease payments of $4 million, $4 million, $4 million, $5million, $5 million and $19 million will be made in 2014, 2015, 2016, 2017, 2018 and thereafter, respectively.(d)Amounts owed to these financing trusts are recorded as debt to financing trusts within Exelon’s Consolidated Balance Sheets. Generation MaturityDate December 31, Rates 2013 2012 Long-term debt Senior unsecured notes 2.00% — 7.60 2014-2042 $6,271 $6,721 Social Security Administration 2.93% 2015 1 — Pollution control notes: Fixed rates 4.10% 2014 20 20 Non-recourse debt: Fixed rates 2.33% — 5.50% 2031-2037 1,077 238 Variable rates 1.96% — 2.77% 2014-2030 150 262 Notes payable and other 4.50% — 7.83% 2014-2022 33 30 Total long-term debt 7,552 7,271 Fair value adjustment 166 199 Unamortized debt discount and premium, net 11 13 Long-term debt due within one year (561) (28) Long-term debt $7,168 $7,455 (a)Includes Generation’s capital lease obligations of $33 million and $30 million at December 31, 2013 and 2012, respectively. Generation will make lease payments of $4million, $4 million, $4 million, $5 million, $5 million and $11 million in 2014, 2015, 2016, 2017, 2018 and thereafter, respectively. During January 2014, Generation redeemed its $20 million 4.10% pollution control revenue bonds due July 1, 2014 and its $500million 5.35% senior unsecured notes at maturity. ComEd MaturityDate December 31, Rates 2013 2012 Long-term debt First Mortgage Bonds : Fixed rates 1.63% — 7.63% 2013-2043 $5,546 $5,447 Notes payable and other 6.95% — 7.49% 2014-2053 148 140 Total long-term debt 5,694 5,587 Unamortized debt discount and premium, net (19) (20) Long-term debt due within one year (617) (252) Long-term debt $5,058 $5,315 Long-term debt to financing trust Subordinated debentures to ComEd Financing III 6.35% 2042 $206 $206 332(a)(a)(b) (c) (d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Substantially all of ComEd’s assets other than expressly excepted property are subject to the lien of its mortgage indenture.(b)Includes First Mortgage Bonds issued under the ComEd mortgage indenture securing pollution control bonds and notes.(c)Includes ComEd’s capital lease obligations of $8 million at December 31, 2013. Lease payments of less than $1 million will be made from 2014 through expiration at2053.(d)Amount owed to this financing trust is recorded as debt to financing trust within ComEd’s Consolidated Balance Sheets. On January 10, 2014, ComEd issued $300 million aggregate principal amount of its First Mortgage 2.150% Bonds, Series 115, dueJanuary 15, 2019, and $350 million aggregate principal amount of its First Mortgage 4.700% Bonds, Series 116, due January 15, 2044. Theproceeds of the Bonds were used by ComEd to refinance the $17 million outstanding principal amount of its First Mortgage 5.850% Bonds,Pollution Control Series 1994C, due January 15, 2014, and the $600 million outstanding principal amount of its First Mortgage 1.625%Bonds, Series 110, due January 15, 2014, and to fund other general corporate purposes in 2014. PECO MaturityDate December 31, Rates 2013 2012 Long-term debt First Mortgage Bonds : Fixed rates 1.20% — 5.95% 2013-2043 $2,200 $1,950 Total long-term debt 2,200 1,950 Unamortized debt discount and premium, net (3) (3) Long-term debt due within one year (250) (300) Long-term debt $1,947 $1,647 Long-term debt to financing trusts Subordinated debentures to PECO Trust III 7.38% 2028 $81 $81 Subordinated debentures to PECO Trust IV 5.75% 2033 103 103 Long-term debt to financing trusts $184 $184 (a)Substantially all of PECO’s assets are subject to the lien of its mortgage indenture.(b)Includes First Mortgage Bonds issued under the PECO mortgage indenture securing pollution control bonds and notes.(c)Amounts owed to this financing trust are recorded as debt to financing trusts within PECO’s Consolidated Balance Sheets. BGE MaturityDate December 31, Rates 2013 2012 Long-term debt Unsecured bonds 2.80% — 6.35% 2013-2036 $1,750 $1,850 Rate stabilization bonds 5.68% 5.82% 2016-2017 265 $332 Total long-term debt 2,015 2,182 Unamortized debt discount and premium, net (4) (4) Long-term debt due within one year (70) (467) Long-term debt $1,941 $1,711 Long-term debt to financing trusts Subordinated debentures to BGE Capital Trust II 6.20% 2043 $258 $258 (a)Amount owed to this financing trust is recorded as debt to financing trust within BGE’s Consolidated Balance Sheets. 333(a)(b) (c) (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Long-term debt maturities at Exelon, Generation, ComEd, PECO and BGE in the periods 2014 through 2018 and thereafter are asfollows: Year Exelon Generation ComEd PECO BGE 2014 $1,428 $561 $617 $250 $— 2015 1,615 555 260 — — 2016 1,346 81 665 300 300 2017 1,396 706 425 — 265 2018 1,345 5 840 500 — Thereafter 12,278 5,644 3,093 1,334 1,708 Total $19,408 $7,552 $5,900 $2,384 $2,273 (a)Includes $648 million due to ComEd, PECO and BGE financing trusts.(b)Includes $206 million due to ComEd financing trust.(c)Includes $184 million due to PECO financing trusts.(d)Includes $258 million due to BGE financing trust. Non-Recourse Debt The following are descriptions of activity with respect to certain indebtedness of Exelon’s project subsidiaries that is outstanding as ofDecember 31, 2013. The indebtedness described below is specific to certain generating facilities pledged as collateral with a net book value ofapproximately $1.9 billion at December 31, 2013, and all associated project financing liabilities are non-recourse to Exelon and Generation. Continental Wind. On September 30, 2013, Continental Wind, LLC (Continental Wind), an indirect subsidiary of Exelon andGeneration, completed the issuance and sale of $613 million aggregate principal amount of Continental Wind’s 6.00% senior secured notesdue February 28, 2033. Continental Wind owns and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexicoand Texas with a total net capacity of 667 MW. The net proceeds were distributed to Generation for its general business purposes. Inconnection with this non-recourse project financing, Exelon terminated existing interest rate swaps with a total notional amount of $350million during the third quarter of 2013, and realized a total gain of $26 million upon termination. The gain on the interest rate swaps wasrecorded within OCI and will reduce the effective interest rate over the life of the debt for Exelon. See Note 12—Derivative FinancialInstruments for additional information on the interest rate swaps. In addition, Continental Wind entered into a $131 million letter of credit facility and $10 million working capital revolver facility.Continental Wind has issued letters of credit to satisfy certain of its credit support and security obligations. As of December 31, 2013, theContinental Wind letter of credit facility had $93 million in letters of credit outstanding related to the project. ExGen Renewables Energy I LLC. On February 6, 2014, ExGen Renewables I, LLC (EGR), an indirect subsidiary of Exelon andGeneration, completed the issuance and sale of $300 million aggregate principal amount of EGR’s LIBOR plus 425 bps non-recourse seniorsecured loan, due February 6, 2021. EGR indirectly owns Continental Wind LLC (Continental). Antelope Valley Project Development Debt Agreement. The DOE Loan Programs Office issued a guarantee for up to $646million for a non-recourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. Theproject is expected to be 334(a)(b)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) completed in the first half of 2014. The loan will mature on January 5, 2037. Interest rates on the loan are fixed upon each advance at aspread of 37.5 basis points above U.S. Treasuries of comparable maturity. In addition, Generation has issued letters of credit to support its equity investment in the project. As of December 31, 2013, Generationhad $334 million in letters of credit outstanding related to the project The letters of credit balance is expected to decline over time as scheduledequity contributions for the project are made. In connection with this agreement, Generation entered into a floating-for-fixed interest rate swap with a notional amount of $485 millionto mitigate interest-rate risk associated with the financing. As Generation received additional loan advances, it subsequently entered into aseries of fixed-to-floating interest rate swaps to offset portions of the original interest rate hedge. See Note 12—Derivative FinancialInstruments for additional information regarding interest rate swaps associated with Antelope Valley. Sacramento PV Energy. In July, 2011, a subsidiary of Generation entered into a $41 million non-recourse project financing for a30MW solar facility in Sacramento, California. As of December 31, 2013, $37 million was outstanding. Borrowings under the facility bearinterest at a variable rate, payable quarterly, and are secured by equity interests and assets of the subsidiary. As of December 31, 2013, thesubsidiary had interest rate swaps with a notional value of $29 million in order to convert the variable interest payments to fixed paymentson 75% of the $41 million facility. See Note 12—Derivative Financial Instruments for additional information regarding interest rate swaps. Constellation Solar Horizons Financing. In September 2012, a subsidiary of Generation entered into an 18-year $38 million non-recourse variable interest note to recover capital used to build a 16 MW solar facility in Emmitsburg, Maryland. Interest is payable quarterly,and the note is secured by the equity interests and assets of the subsidiary. As of December 31, 2013, $36 million was outstanding. Thesubsidiary also executed interest rate swaps for a notional amount of $29 million in order to convert the variable interest payments to fixedpayments on 75% of the $38 million facility amount. See Note 12—Derivative Financial Instruments for additional information regardinginterest rate swaps. Secured Solar Credit Lending Agreement. In December 2013, a Generation subsidiary, Constellation Solar, LLC, paid off theremaining balance of the three-year senior secured credit facility that is designed to support the growth of solar operations in the amount of$94 million and terminated the facility. The facility was scheduled to mature in June of 2014. Other Solar Project Financings. Generation has the following amounts outstanding under solar project loan agreements: • $7 million fully amortizing by June 30, 2031 related to a solar project at the Denver International Airport, and • $10 million fully amortizing by December 31, 2031 related to a solar project in Holyoke, Massachusetts. Upstream Gas Property Asset-Based Lending Agreement Generation has a five year asset-based lending agreement associated with certain upstream gas properties that it owns. The borrowingbase committed under the facility is $110 million and can increase to a total of $500 million if the assets support a higher borrowing base andGeneration is able 335Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) to obtain additional commitments from lenders. The facility was amended and extended through January 2019. Borrowings under this facilityare secured by the upstream gas properties, and the lenders do not have recourse against Exelon or Generation in the event of a default. Asof December 31, 2013, $77 million was outstanding under the facility with interest payable quarterly. The facility includes a provision thatrequires the Generation entities owning the upstream gas properties subject to the agreement to maintain a current ratio of one-to-one. As ofDecember 31, 2013, Generation was in compliance with this provision. 14. Income Taxes (Exelon, Generation, ComEd, PECO and BGE) Income tax expense (benefit) from continuing operations is comprised of the following components: For the Year Ended December 31, 2013 Exelon Generation ComEd PECO BGE Included in operations: Federal Current $744 $250 $160 $126 $9 Deferred 140 360 (27) 23 100 Investment tax credit amortization (15) (11) (2) (1) (1) State Current 181 50 50 16 — Deferred (6) (34) (29) (2) 26 Total $1,044 $615 $152 $162 $134 For the Year Ended December 31, 2012 Exelon Generation ComEd PECO BGE Included in operations: Federal Current $37 $104 $(40) $88 $(97) Deferred 701 326 237 25 101 Investment tax credit amortization (11) (6) (2) (2) (1) State Current (25) (12) 6 4 — Deferred (75) 88 38 12 4 Total $627 $500 $239 $127 $7 For the Year Ended December 31, 2011 Exelon Generation ComEd PECO BGE Included in operations: Federal Current $1 $431 $(329) $(71) $(71) Deferred 1,200 435 544 223 130 Investment tax credit amortization (12) (7) (3) (2) (1) State Current (3) 74 (123) (37) — Deferred 271 123 161 33 17 Total $1,457 $1,056 $250 $146 $75 336Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The effective income tax rate from continuing operations varies from the U.S. Federal statutory rate principally due to the following: For the Year Ended December 31, 2013 Exelon Generation ComEd PECO BGE U.S. Federal statutory rate 35.0% 35.0% 35.0% 35.0% 35.0%Increase (decrease) due to: State income taxes, net of Federal income tax benefit 4.7 1.6 3.4 1.6 4.9 Qualified nuclear decommissioning trust fund income 3.7 6.1 — — — Tax exempt income (0.2) (0.3) — — — Health care reform legislation 0.1 — 0.7 — 0.2 Amortization of investment tax credit, net deferred taxes (1.9) (3.0) (0.6) (0.1) — Production tax credits and other credits (2.1) (3.4) (0.1) — — Plant basis differences (1.6) — (0.8) (7.1) (0.2) Other (0.1) 0.7 0.3 (0.3) (0.9) Effective income tax rate 37.6% 36.7% 37.9% 29.1% 39.0%For the Year Ended December 31, 2012 Exelon Generation ComEd PECO BGE U.S. Federal statutory rate 35.0% 35.0% 35.0% 35.0% 35.0%Increase (decrease) due to: State income taxes, net of Federal income tax benefit (3.6) 4.7 4.6 2.0 24.3 Qualified nuclear decommissioning trust fund income 5.4 9.1 — — — Tax exempt income (0.2) (0.4) — — — Health care reform legislation 0.1 — 0.4 — 11.6 Amortization of investment tax credit, net deferred taxes (1.1) (1.3) (0.4) (0.3) (8.6) Production tax credits and other credits (2.2) (3.7) — — — Plant basis differences (2.4) — (0.3) (11.5) (9.0) Merger expenses 2.4 — — — 24.2 Fines and Penalties 2.6 4.4 — — — Other (1.1) (0.5) (0.6) (0.2) (13.9) Effective income tax rate 34.9% 47.3% 38.7% 25.0% 63.6%For the Year Ended December 31, 2011 Exelon Generation ComEd PECO BGE U.S. Federal statutory rate 35.0% 35.0% 35.0% 35.0% 35.0%Increase (decrease) due to: State income taxes, net of Federal income tax benefit 4.4 4.5 3.6 (0.5) 5.2 Qualified nuclear decommissioning trust fund income 0.5 0.7 — — — Domestic production activities deduction (0.3) (0.4) — — — Tax exempt income (0.2) (0.2) — — — Health care reform legislation (0.2) — (1.0) — (0.5) Amortization of investment tax credit (0.3) (0.3) (0.4) (0.3) (0.5) Production tax credits (0.9) (1.2) — — — Plant basis differences (1.0) — (0.3) (6.9) (2.0) Other (0.2) (0.7) 0.6 — (1.7) Effective income tax rate 36.8% 37.4% 37.5% 27.3% 35.5% 337(a)(a)(b)(c)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Exelon activity for the twelve months ended December 31, 2012 includes the results of Constellation and BGE for March 12, 2012—December 31, 2012. Generationactivity for the twelve months ended December 31, 2012 includes the results of Constellation for March 12, 2012—December 31, 2012.(b)BGE activity represents the activity for the twelve months ended December 31, 2012 and 2011.(c)Prior to the close of the merger, the Registrants recorded the applicable taxes on merger transaction costs assuming the merger would not be completed. Uponclosing of the merger, the Registrants reversed such taxes for those merger transaction costs that were determined to be non tax-deductible upon successfulcompletion of a merger. The tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred tax assets (liabilities),as of December 31, 2013 and 2012 are presented below: For the Year Ended December 31, 2013 Exelon Generation ComEd PECO BGE Plant basis differences $(11,612) $(3,879) $(3,523) $(2,573) $(1,538) Accrual based contracts (214) (214) — — — Derivatives and other financial instruments (509) (505) (4) — — Deferred pension and post-retirement obligation 1,489 (362) (522) — (74) Nuclear decommissioning activities (647) (646) — — — Deferred debt refinancing costs 173 79 (21) (3) (5) Regulatory (1,611) — (241) 42 (253) Tax loss carryforward 252 76 47 11 52 Tax credit carryforward 534 534 — — — Investment in CENG (541) (541) — — — Other, net 804 67 154 122 26 Deferred income tax liabilities (net) $(11,882) $(5,391) $(4,110) $(2,401) $(1,792) Unamortized investment tax credits (490) (454) (22) (3) (6) Total deferred income tax liabilities (net) and unamortizedinvestment tax credits $(12,372) $(5,845) $(4,132) $(2,404) $(1,798) For the Year Ended December 31, 2012 Exelon Generation ComEd PECO BGE Plant basis differences $(10,689) $(3,545) $(3,537) $(2,437) $(1,553) Accrual based contracts (389) (389) — — — Derivatives and other financial instruments (392) (479) (4) — — Deferred pension and post-retirement obligation 2,356 (439) (598) (11) (12) Nuclear decommissioning activities (604) (604) — — — Deferred debt refinancing costs (537) 163 (25) (4) (4) Regulatory (1,857) — (116) 50 (253) Tax loss carryforward 421 226 32 14 105 Tax credit carryforward 226 226 — — — Investment in CENG (405) (419) — — — Other, net 701 9 83 100 67 Deferred income tax liabilities (net) $(11,169) $(5,251) $(4,165) $(2,288) $(1,650) Unamortized investment tax credits (251) (216) (24) (3) (6) Total deferred income tax liabilities (net) and unamortizedinvestment tax credits $(11,420) $(5,467) $(4,189) $(2,291) $(1,656) 338Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table provides the Registrants’ carryforwards and any corresponding valuation allowances as of December 31, 2013. Exelon Generation ComEd PECO BGE Federal Federal net operating loss $377 $36 $139 $— $31 Deferred taxes on Federal net operating loss 132 13 49 — 11 Federal general business credits carryforward 556 556 — — — State State net operating losses and other credit carryforwards 3,061 1,498 — 167 768 Deferred taxes on state tax attributes (net) 161 82 — 11 41 Valuation allowance on state tax attributes 13 11 — — 1 (a)Exelon’s federal net operating loss will expire beginning in 2031(b)Exelon’s federal general business credit carryforwards will expire beginning in 2032(c)Exelon’s state net operating losses and other carryforwards, which are presented on a post-apportioned basis, will expire beginning in 2014(d)Generation’s state net operating losses and other carryforwards, which are presented on a post-apportioned basis, will expire beginning in 2014(e)PECO’s state net operating losses will expire beginning in 2031(f)BGE’s state net operating losses will expire beginning in 2026 Tabular reconciliation of unrecognized tax benefits The following table provides a reconciliation of the Registrants’ unrecognized tax benefits as of December 31, 2013, 2012 and 2011: Exelon Generation ComEd PECO BGE Unrecognized tax benefits at January 1, 2013 $1,024 $876 $67 $44 $— Increases based on tax positions related to 2013 19 19 — — — Change to positions that only affect timing 649 36 257 — — Increases based on tax positions prior to 2013 493 493 — — — Decreases based on tax positions prior to 2013 (6) (5) — — — Decreases from expiration of statute of limitations (4) (4) — — — Unrecognized tax benefits at December 31, 2013 $2,175 $1,415 $324 $44 $— Exelon Generation ComEd PECO BGE Unrecognized tax benefits at January 1, 2012 $807 $683 $70 $48 $11 Merger Balance Transfer 195 183 — — — Increases based on tax positions related to 2012 34 3 — — — Change to positions that only affect timing (88) (69) (3) (4) (11) Increases based on tax positions prior to 2012 91 91 — — — Decreases based on tax positions prior to 2012 (6) (6) — — — Decreases related to settlements with taxing authorities (2) (2) — — — Decreases from expiration of statute of limitations (7) (7) — — — Unrecognized tax benefits at December 31, 2012 $1,024 $876 $67 $44 $— 339(a)(b)(c)(d)(e)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Exelon Generation ComEd PECO BGE Unrecognized tax benefits at January 1, 2011 $787 $664 $72 $44 $73 Increases based on tax positions related to 2011 5 1 — 4 — Change to positions that only affect timing 21 24 (2) — (62) Decreases based on tax positions prior to 2011 (3) (3) — — — Decrease from expiration of statute of limitations (3) (3) — — — Unrecognized tax benefits at December 31, 2011 $807 $683 $70 $48 $11 Included in Exelon’s unrecognized tax benefits balance at December 31, 2013 and 2012 are approximately $1,387 million and $730million, respectively, of tax positions for which the ultimate tax benefit is highly certain, but for which there is uncertainty about the timing ofsuch benefits. The disallowance of such positions would not materially affect the annual effective tax rate but would accelerate the payment ofcash to, or defer the receipt of the cash tax benefit from, the taxing authority to an earlier or later period respectively. Unrecognized tax benefits that if recognized would affect the effective tax rate Exelon and Generation have $788 million and $768 million, respectively, of unrecognized tax benefits at December 31, 2013 that, ifrecognized, would decrease the effective tax rate. Exelon and Generation had $294 million and $263 million, respectively, of unrecognizedtax benefits at December 31, 2012 that, if recognized, would decrease the effective tax rate. Reasonably possible that total amount of unrecognized tax benefits could significantly increase or decrease within 12months after the reporting date Nuclear Decommissioning Liabilities (Exelon and Generation) AmerGen filed income tax refund claims taking the position that nuclear decommissioning liabilities assumed as part of its acquisitionof nuclear power plants are taken into account in determining the tax basis in the assets it acquired. The additional basis results primarily inreduced capital gains or increased capital losses on the sale of assets in nonqualified decommissioning funds and increased tax depreciationand amortization deductions. The IRS disagrees with this position and has disallowed the claims. In November 2008, Generation received afinal determination from the Appeals division of the IRS (IRS Appeals) disallowing AmerGen’s refund claims. Generation filed a complaint inthe United States Court of Federal Claims on February 20, 2009 to contest this determination. During the first and second quarters of 2013,AmerGen and the DOJ completed and filed cross motions for summary judgment. On September 17, 2013, the Court granted thegovernment’s motion denying AmerGen’s claims for refund. Exelon is expecting to appeal this decision to the United States Court of Appealsfor the Federal Circuit during 2014. Due to the possibility of final resolution through an appellate decision, Generation continues to believe that it is reasonably possible thatthe total amount of unrecognized tax benefits will significantly decrease in the next twelve months. Settlement of Income Tax Audits and Litigation As of December 31, 2013, Exelon and Generation had approximately $256 million of other federal and state unrecognized tax benefitsthat could significantly increase or decrease within the 12 months 340Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) after the reporting date as a result of completing federal and state audits and expected statute of limitation expirations that if recognized woulddecrease the effective tax rate. In January 2014, certain of these unrecognized tax benefits were effectively settled and thus will result inreduced tax expense of $33 million at Generation in the first quarter of 2014. See Other Tax Matters—Like Kind Exchange section below for information regarding the amount of unrecognized tax benefitsassociated with this matter that could change significantly within the next 12 months. Total amounts of interest and penalties recognized The following table represents the net interest receivable (payable), including interest related to uncertain tax positions reflected in theRegistrants’ Consolidated Balance Sheets. Prior to the merger legacy Constellation recorded interest related to uncertain tax positions as atax and not interest. Net interest receivable (payable) as of Exelon Generation ComEd PECO BGE December 31, 2013 $(349) $(37) $(174) $3 $— December 31, 2012 31 (20) 107 2 — The following table sets forth the net interest expense, including interest related to uncertain tax positions, recognized in interestexpense (income) in other income and deductions in the Registrants’ Consolidated Statements of Operations. The Registrants have notaccrued any penalties with respect to uncertain tax positions. Prior to the merger legacy Constellation recorded interest related to uncertain taxpositions as a tax and not interest. Net interest expense (income) for the years ended Exelon Generation ComEd PECO BGE December 31, 2013 $391 $17 $281 $(1) $— December 31, 2012 (1) 11 (20) (1) 9 December 31, 2011 (56) (40) (14) (1) (3) Description of tax years that remain open to assessment by major jurisdiction Taxpayer Open Years Exelon (and predecessors) and subsidiaries consolidated Federal income tax returns 1999-2012 Constellation and subsidiaries consolidated Federal income tax returns 2009-March 2012 Exelon and subsidiaries Illinois unitary income tax returns 2007-2012 Constellation combined New York corporate income tax returns 2008-2012 Various separate company Pennsylvania corporate net income tax returns 2008-2012 BGE Maryland Corporate net income tax returns 2004-2007, 2009-2012 Various other (Non-BGE) Maryland Corporate net income tax returns 2009-2012 Other Tax Matters Like-Kind Exchange Exelon, through its ComEd subsidiary, took a position on its 1999 income tax return to defer approximately $2.8 billion of tax gain onthe sale of ComEd’s fossil generating assets. The gain was deferred by reinvesting the proceeds from the sale in qualifying replacementproperty under the like-kind exchange provisions of the IRC. The like-kind exchange replacement property purchased by 341Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Exelon included interests in three municipal-owned electric generation facilities which were properly leased back to the municipalities. TheIRS disagreed with this position and asserted that the entire gain of approximately $2.8 billion was taxable in 1999. Exelon has been unable to reach agreement with the IRS regarding the dispute over the like kind exchange position. The IRS hasasserted that the Exelon purchase and leaseback transaction is substantially similar to a leasing transaction, known as a SILO, which theIRS does not respect as the acquisition of an ownership interest in property. A SILO is a “listed transaction” that the IRS has identified as apotentially abusive tax shelter under guidance issued in 2005. Accordingly, the IRS has asserted that the sale of the fossil plants followed bythe purchase and leaseback of the municipal owned generation facilities does not qualify as a like-kind exchange and the gain on the sale isfully subject to tax. The IRS has also asserted a penalty of approximately $87 million for a substantial understatement of tax. Exelon disagrees with the IRS and continues to believe that its like-kind exchange transaction is not the same as or substantiallysimilar to a SILO. Although Exelon has been and remains willing to settle the disagreement on terms commensurate with the hazards oflitigation, Exelon does not believe a settlement is possible. Because Exelon believed, as of December 31, 2012, that it was more-likely-than-not that Exelon would prevail in litigation, Exelon and ComEd had no liability for unrecognized tax benefits with respect to the like-kindexchange position. On January 9, 2013, the U.S. Court of Appeals for the Federal Circuit reversed the U.S. Court of Federal Claims and reached adecision for the government in Consolidated Edison v. United States. The Court disallowed Consolidated Edison’s deductions stemmingfrom its participation in a LILO transaction that the IRS also has characterized as a tax shelter. In accordance with applicable accounting standards, Exelon is required to assess whether it is more-likely-than-not that it will prevail inlitigation. Exelon continues to believe that its transaction is not a SILO and that it has a strong case on the merits. However, in light of theConsolidated Edison decision and Exelon’s current determination that settlement is unlikely, Exelon has concluded that subsequent toDecember 31, 2012, it is no longer more-likely-than-not that its position will be sustained. As a result, in the first quarter of 2013, Exelonrecorded a non-cash charge to earnings of approximately $265 million, which represents the amount of interest expense (after-tax) andincremental state income tax expense for periods through March 31, 2013 that would be payable in the event that Exelon is unsuccessful inlitigation. Of this amount, approximately $170 million was recorded at ComEd. Exelon intends to hold ComEd harmless from anyunfavorable impacts of the after-tax interest amounts on ComEd’s equity. As such, ComEd recorded on its consolidated balance sheet as ofMarch 31, 2013, a $172 million receivable and non-cash equity contributions from Exelon. Exelon and ComEd will continue to accrueinterest on the uncertain tax position, and the charges arising from future interest accruals are not expected to be material to the annualoperating earnings of Exelon or ComEd. In addition ComEd will continue to record non-cash equity contributions from Exelon in the amountof the net after-tax interest charges attributable to ComEd in connection with the like-kind exchange position. Exelon continues to believe thatit is unlikely that the $87 million penalty assertion will ultimately be sustained and therefore no liability for the penalty has been recorded. On September 30, 2013, the Internal Revenue Service issued a notice of deficiency to Exelon for the like-kind exchange position.Exelon filed a petition on December 13, 2013 to initiate litigation in the United States Tax Court. Exelon was not required to remit any part ofthe asserted tax or penalty in order to litigate the issue. The litigation could take three to five years including appeals, if necessary. Decisionsin the Tax Court are not controlled by the Federal Circuit’s decision in Consolidated Edison. 342Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) As of December 31, 2013, in the event of a fully successful IRS challenge to Exelon’s like-kind exchange position, the potential tax andafter-tax interest, exclusive of penalties, that could become currently payable may be as much as $840 million, of which approximately $305million would be attributable to ComEd after consideration of Exelon’s agreement to hold ComEd harmless, and the balance at Exelon.Litigation could take several years such that the estimated cash impacts would likely change by a material amount. Accounting for Generation Repairs (Exelon and Generation) On April 30, 2013, the IRS issued Revenue Procedure 2013-24 providing guidance for determining the appropriate tax treatment ofcosts incurred to repair electric generation assets. Generation expects to change its method of accounting for deducting repairs in accordancewith this guidance beginning with its 2014 tax year. Generation has estimated that adoption of the new method will result in a cash taxdetriment of approximately $100 - $120 million. Accounting for Electric Transmission and Distribution Property Repairs (Exelon, Generation, ComEd, PECO and BGE) On August 19, 2011, the IRS issued Revenue Procedure 2011-43 providing a safe harbor method of tax accounting for repair costsassociated with electric transmission and distribution property. ComEd and PECO adopted the safe harbor in the Revenue Procedure for the2011 and 2010 tax years, respectively. For the year ended December 31, 2011, the adoption of the safe harbor resulted in a $35 millionreduction to income tax expense at PECO, while Generation incurred additional income tax expense in the amount of $28 million due to adecrease in its domestic production activities deduction, which are reflected in the effective income tax rate reconciliation above in the plantbasis differences and domestic production activities deduction lines, respectively. For Exelon, the adoption had a minimal effect onconsolidated earnings. In addition, the adoption of the safe harbor resulted in a cash tax benefit at Exelon, ComEd and PECO in the amountof approximately $300 million, $250 million, $95 million respectively, partially offset by a cash tax detriment at Generation in the amount of$28 million related to a decreased domestic production activities deduction. BGE adopted the safe harbor for the short period 2012 pre-merger tax year. For the year ended December 31, 2012, the adoption of thesafe harbor resulted in a cash tax benefit at BGE in the amount of $27 million. See Note 3—Regulatory Matters for discussion of the regulatory treatment prescribed in the 2010 electric distribution rate casesettlement for PECO’s cash tax benefit resulting from the application of the method change to years prior to 2010. Accounting for Gas Distribution Property Repairs (Exelon, PECO and BGE). In September 2012, PECO filed an application with the IRS to change its method of accounting for gas distribution repairs for the 2011tax year. The change to the newly adopted method for the 2011 tax year and 2012 resulted in a tax benefit of $26 million at Exelon, of which$29 million in tax benefit is recorded at PECO, partially offset by an expense recorded at Generation to reflect a reduction in its domesticproduction activities deduction. BGE changed its method of accounting for gas distribution repairs for the 2008 tax year. The IRS is expectedto issue industry guidance in the near future. Exelon, PECO and BGE will then determine the financial statement impacts of the gasdistribution repair costs accounting method changes after guidance is issued. 343Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Accounting for Final Tangible Property Regulations (Exelon, Generation, ComEd, PECO, and BGE) On September 19, 2013, the Treasury Department and the IRS published final regulations regarding the tax treatment of costs incurredto acquire, produce, or improve tangible property. The Registrants have assessed the financial impact of this guidance and do not expect it tohave a material impact. Any changes in method of accounting required to conform to the final regulations will be made for the Registrant’s2014 taxable year. 2011 Illinois State Tax Rate Legislation (Exelon, Generation and ComEd) The Taxpayer Accountability and Budget Stabilization Act, (SB 2505), enacted into law in Illinois on January 13, 2011, increases thecorporate tax rate in Illinois from 7.3% to 9.5% for tax years 2011—2014, provides for a reduction in the rate from 9.5% to 7.75% for tax years2015—2024 and further reduces the rate from 7.75% to 7.3% for tax years 2025 and thereafter. Pursuant to the rate change, Exelon re-evaluated its deferred state income taxes during the first quarter of 2011. Illinois’ corporate income tax rate changes resulted in a charge tostate deferred taxes (net of Federal taxes) during the first quarter of 2011 of $7 million, $11 million and $4 million for Exelon, Generation andComEd, respectively. Exelon’s and ComEd’s charge is net of a regulatory asset of $15 million. In 2011, the income tax rate change increased Exelon’s Illinois income tax provision (net of Federal taxes) by approximately $7 million,of which $12 million and $5 million of additional tax relates to Exelon Corporate and Generation, respectively, and a $10 million benefit forComEd. The 2011 tax benefit at ComEd reflects the impact of a 2011 tax net operating loss generated primarily by the bonus depreciationdeduction allowed under the Tax Relief Act of 2010 and the electric transmission and distribution property repairs deduction discussed below. Long-Term State Tax Apportionment (Exelon and Generation) Exelon and Generation periodically review events that may significantly impact how income is apportioned among the states and,therefore, the calculation of Exelon’s and Generation’s deferred state income taxes. In 2011 as a result of the 2011 Illinois State Tax RateLegislation discussed above, Exelon and Generation re-evaluated their long-term state tax apportionment for Illinois and all other stateswhere they have state income tax obligations, resulting in recording a deferred state tax expense during the first quarter of 2011 of $22million and $11 million (net of Federal taxes) for Exelon and Generation, respectively. The long-term state tax apportionment also wasrevised in the fourth quarter of 2011 pursuant to long-term state tax apportionment policy, resulting in recording an additional deferred statetax expense of $1 million and a deferred state tax benefit of $8 million (net of Federal taxes) for Exelon and Generation, respectively. As a result of the merger with Constellation, Exelon and Generation re-evaluated their long-term state tax apportionment in the firstquarter of 2012. The total effect of revising the long-term state tax apportionment resulted in the recording of a deferred state tax asset of $72million (net of Federal taxes) for Exelon. Of this, a benefit in the amount of $116 million and $14 million (net of Federal taxes) was recordedfor Exelon and Generation, respectively, for the three months ended March 31, 2012. Further, Exelon and Generation recorded deferred statetax liabilities of $44 million and $14 million (net of Federal taxes), respectively, as part of purchase accounting during the three monthsended March 31, 2012. The long-term state tax apportionment also was updated in the fourth quarter of 2012, resulting in the recording of adeferred state tax benefit of $3 million (net of Federal taxes) for Exelon, and a deferred state tax expense of $7 million (net of Federal taxes)for Generation. There was no change to the long-term state tax apportionment for BGE, ComEd and PECO. 344Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The long-term state tax apportionment was revised in the fourth quarter of 2013 pursuant to its long-term state tax apportionment policy,resulting in the recording of amounts that are immaterial for Exelon and Generation, respectively. Allocation of Tax Benefits (Exelon, Generation, ComEd, PECO and BGE) Generation, ComEd, PECO and BGE are all party to an agreement with Exelon and other subsidiaries of Exelon that provides for theallocation of consolidated tax liabilities and benefits (Tax Sharing Agreement). The Tax Sharing Agreement provides that each party isallocated an amount of tax similar to that which would be owed had the party been separately subject to tax. In addition, any net benefitattributable to Exelon is reallocated to the other Registrants. That allocation is treated as a contribution to the capital of the party receiving thebenefit. During 2013, Generation and PECO recorded an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement of$26 million and $27 million, respectively. During 2013, ComEd and BGE did not record an allocation of Federal tax benefits from Exelonunder the Tax Sharing Agreement as a result of ComEd’s and BGE’s 2013 tax net operating loss generated primarily by the bonusdepreciation deduction allowed under the Tax Relief Act of 2010. During 2012, Generation and PECO recorded an allocation of Federal taxbenefits from Exelon under the Tax Sharing Agreement of $48 million and $9 million, respectively. During 2012, ComEd and BGE did notrecord an allocation of Federal tax benefits from Exelon under the Tax Sharing Agreement as a result of ComEd’s and BGE’s 2012 tax netoperating loss generated primarily by the bonus depreciation deduction allowed under the Tax Relief Act of 2010. ComEd received a non-cash contribution to equity from Exelon in 2012 of $11, related to tax benefits associated with capital projectsconstructed by ComEd on behalf of Exelon and Generation. 15. Asset Retirement Obligations (Exelon, Generation, ComEd, PECO and BGE) Nuclear Decommissioning Asset Retirement Obligations Generation has a legal obligation to decommission its nuclear power plants following the expiration of their operating licenses. Toestimate its decommissioning obligation related to its nuclear generating stations for financial accounting and reporting purposes, Generationuses a probability-weighted, discounted cash flow model which, on a unit-by-unit basis, considers multiple outcome scenarios that includesignificant estimates and assumptions, and are based on decommissioning cost studies, cost escalation rates, probabilistic cash flow modelsand discount rates. Generation generally updates its ARO annually during the third quarter, unless circumstances warrant more frequentupdates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to variousscenarios. 345Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table provides a rollforward of the nuclear decommissioning ARO reflected on Exelon’s and Generation’s ConsolidatedBalance Sheets, from January 1, 2012 to December 31, 2013: Exelon andGeneration Nuclear decommissioning ARO at January 1, 2012 $3,680 Accretion expense 231 Net increase due to changes in, and timing of, estimated future cash flows 833 Costs incurred to decommission retired plants (3) Nuclear decommissioning ARO at December 31, 2012 4,741 Accretion expense 259 Net decrease due to changes in, and timing of, estimated future cash flows (140) Costs incurred to decommission retired plants (5) Nuclear decommissioning ARO at December 31, 2013 $4,855 (a)Includes $9 million and $10 million as the current portion of the ARO at December 31, 2013 and 2012, respectively, which is included in Other current liabilities onExelon’s and Generation’s Consolidated Balance Sheets. During 2013, Generation’s ARO increased by approximately $114 million. The increase is largely driven by an increase in theestimated costs to decommission the Limerick and Three Mile Island nuclear units resulting from the completion of updateddecommissioning costs studies received during 2013 and an increase for accretion of the obligation. These increases in the ARO were offsetby decreases to the ARO due to changes in long-term escalation rates, primarily for labor and energy costs, as well as changes in the timingof the future nominal cash flows coupled with the fact that cash flows affected by this change in timing are re-measured and discounted atcurrent credit adjusted risk free rates (CARFRs), which have increased from the prior year. The decrease in the ARO due to the changes in,and timing of, estimated cash flows were entirely offset by decreases in Property, plant and equipment within Exelon’s and Generation’sConsolidated Balance Sheets. During 2012, Generation’s ARO increased by $1,061 million. The increase in the ARO was largely driven by four factors: i) changes inthe timing of the future nominal cash flows resulting from an assumed five year deferral to 2025 of the acceptance date of spent nuclear fuelby the DOE coupled with the fact that; ii) cash flows affected by this change in timing are re-measured and discounted at current CARFRs,which had dramatically decreased given the lower interest rate environment; iii) an increase in the estimated costs to decommission theQuad Cities, Dresden and Clinton nuclear units resulting from the completion of updated decommissioning costs studies received during2012; and iv) accretion of the obligation. The increase in the ARO due to the changes in, and timing of, estimated cash flows resulted in $10million of expense, which is included in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. Nuclear Decommissioning Trust Fund Investments NDT funds have been established for each generating station unit to satisfy Generation’s nuclear decommissioning obligations.Generally, NDT funds established for a particular unit may not be used to fund the decommissioning obligations of any other unit. The NDT funds associated with the former ComEd, former PECO and former AmerGen units have been funded with amountscollected from ComEd customers, PECO customers and the previous owners of the former AmerGen plants, respectively. Based on an ICCorder, ComEd ceased collecting amounts from its customers to pay for decommissioning costs. PECO is authorized to collect funds, in 346(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) revenues, for decommissioning the former PECO nuclear plants through regulated rates, and these collections are scheduled through theoperating lives of the plants. The amounts collected from PECO customers are remitted to Generation and deposited into the NDT funds forthe unit for which funds are collected. Every five years, PECO files a rate adjustment with the PAPUC that reflects PECO’s calculations ofthe estimated amount needed to decommission each of the former PECO units based on updated fund balances and estimateddecommissioning costs. The rate adjustment is used to determine the amount collectible from PECO customers. The most recent rateadjustment occurred on January 1, 2013, and the effective rates currently yield annual collections of approximately $24 million. The nextfive-year adjustment is expected to be reflected in rates charged to PECO customers effective January 1, 2018. With respect to the formerAmerGen units, Generation does not collect any amounts, nor is there any mechanism by which Generation can seek to collect additionalamounts, from customers. Apart from the contributions made to the NDT funds from amounts collected from ComEd and PECO customers,Generation has not made contributions to the NDT funds. Any shortfall of funds necessary for decommissioning, determined for each generating station unit, is ultimately required to be fundedby Generation, with the exception of a shortfall for the current decommissioning activities at Zion Station, where certain decommissioningactivities have been transferred to a third-party (see Zion Station Decommissioning below). Generation has recourse to collect additionalamounts from PECO customers related to a shortfall of NDT funds for the former PECO units, subject to certain limitations and thresholds,as prescribed by an order from the PAPUC. Generally, PECO, and likewise Generation will not be allowed to collect amounts associatedwith the first $50 million of any shortfall of trust funds, on an aggregate basis for all former PECO units, compared to decommissioningobligations, as well as 5% of any additional shortfalls. The initial $50 million and up to 5% of any additional shortfalls would be borne byGeneration. No recourse exists to collect additional amounts from ComEd customers for the former ComEd units or from the previousowners of the former AmerGen units. With respect to the former ComEd and PECO units, any funds remaining in the NDTs after alldecommissioning has been completed are required to be refunded to ComEd’s or PECO’s customers, subject to certain limitations thatallow sharing of excess funds with Generation related to the former PECO units. With respect to the former AmerGen units, Generationretains any funds remaining in the funds after decommissioning. During 2012, the NDT fixed income portfolio completed its transition from solely core fixed income investments to a blend of TreasuryInflation Protected Securities (TIPS), investment-grade corporate credit and middle market lending. There was no change in the equityinvestment strategy. At December 31, 2013, approximately 48% of the funds were invested in equity securities and 52% were invested infixed income securities. At December 31, 2012, approximately 47% of the funds were invested in equity securities and 53% were invested infixed income securities. At December 31, 2013, and 2012, Exelon and Generation had NDT fund investments totaling $8,071 million and $7,248 million,respectively. The following table provides unrealized gains (losses) on NDT funds for 2013, 2012 and 2011: Exelon and Generation For the Years Ended December 31, 2013 2012 2011 Net unrealized gains (losses) on decommissioning trustfunds—Regulatory Agreement Units $406 $386 $(74) Net unrealized gains (losses) on decommissioning trustfunds—Non-Regulatory Agreement Units 146 105 (4) 347(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Net unrealized gains (losses) related to Generation’s NDT funds associated with Regulatory Agreement Units are included in Regulatory liabilities on Exelon’sConsolidated Balance Sheets and Noncurrent payables to affiliates on Generation’s Consolidated Balance Sheets.(b)Excludes $7 million, $73 million and $48 million of net unrealized gains related to the Zion Station pledged assets in 2013, 2012 and 2011, respectively. Netunrealized gains related to Zion Station pledged assets are included in the Payable for Zion Station decommissioning on Exelon’s and Generation’s ConsolidatedBalance Sheets.(c)Net unrealized gains (losses) related to Generation’s NDT funds with Non-Regulatory Agreement Units are included within Other, net in Exelon’s and Generation’sConsolidated Statements of Operations and Comprehensive Income. Interest and dividends on NDT fund investments are recognized when earned and are included in Other, net in Exelon’s andGeneration’s Consolidated Statements of Operations and Comprehensive Income. Interest and dividends earned on the NDT fundinvestments for the Regulatory Agreement Units are eliminated within Other, net in Exelon’s and Generation’s Consolidated Statement ofOperations and Comprehensive Income. Accounting Implications of the Regulatory Agreements with ComEd and PECO. Based on the regulatory agreement with the ICCthat dictates Generation’s obligations related to the shortfall or excess of NDT funds necessary for decommissioning the former ComEd unitson a unit-by-unit basis, as long as funds held in the NDT funds are expected to exceed the total estimated decommissioning obligation,decommissioning-related activities, including realized and unrealized gains and losses on the NDT funds and accretion of thedecommissioning obligation, are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations andComprehensive Income. The offset of decommissioning-related activities within the Consolidated Statement of Operations andComprehensive Income results in an equal adjustment to the noncurrent payables to affiliates at Generation and an adjustment to theregulatory liabilities at Exelon. Likewise, ComEd has recorded an equal noncurrent affiliate receivable from Generation and correspondingregulatory liability. Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expecteddecommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement ofOperations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized inthe Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s results ofoperations and financial position could be material. As of December 31, 2013, the NDT funds of each of the former ComEd units areexpected to exceed the related decommissioning obligation for each of the units. For the purposes of making this determination, thedecommissioning obligation referred to is different, as described below, from the calculation used in the NRC minimum funding obligationfilings based on NRC guidelines. Based on the regulatory agreement supported by the PAPUC that dictates Generation’s rights and obligations related to the shortfall orexcess of trust funds necessary for decommissioning the seven former PECO nuclear units, regardless of whether the funds held in theNDT funds are expected to exceed or fall short of the total estimated decommissioning obligation, decommissioning-related activities aregenerally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. The offset ofdecommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results in an equaladjustment to the noncurrent payables to affiliates at Generation and an adjustment to the regulatory liabilities at Exelon. Likewise, PECOhas recorded an equal noncurrent affiliate receivable from Generation and a corresponding regulatory liability. Any changes to the PECOregulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the ConsolidatedStatement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s results of operations and financialposition could be material. 348Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The decommissioning-related activities related to the Clinton, Oyster Creek and Three Mile Island nuclear plants (the former AmerGenunits) and the portions of the Peach Bottom nuclear plants that are not subject to regulatory agreements with respect to the NDT funds arereflected in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income, as there are no regulatoryagreements associated with these units. Refer to Note 3—Regulatory Matters and Note 25—Related Party Transactions for information regarding regulatory liabilities at ComEdand PECO and intercompany balances between Generation, ComEd and PECO reflecting the obligation to refund to customers anydecommissioning-related assets in excess of the related decommissioning obligations. Zion Station Decommissioning On September 1, 2010, Generation completed an Asset Sale Agreement (ASA) with EnergySolutions Inc. and its wholly ownedsubsidiaries, EnergySolutions, LLC (EnergySolutions) and ZionSolutions under which ZionSolutions has assumed responsibility fordecommissioning Zion Station, which is located in Zion, Illinois and ceased operation in 1998. Specifically, Generation transferred toZionSolutions substantially all of the assets (other than land) associated with Zion Station, including assets held in related NDT funds. Inconsideration for Generation’s transfer of those assets, ZionSolutions assumed decommissioning and other liabilities, excluding theobligation to dispose of SNF, associated with Zion Station. Pursuant to the ASA, ZionSolutions will periodically request reimbursement fromthe Zion Station-related NDT funds for costs incurred related to the decommissioning efforts at Zion Station. During 2013, EnergySolutionsentered a definitive acquisition agreement and was acquired by another Company. Generation reviewed the acquisition as it relates to theASA to decommission Zion Station. Based on that review, Generation determined that the acquisition will not adversely impactdecommissioning activities under the ASA. On July 14, 2011, three people filed a purported class action lawsuit in the United States District Court for the Northern District ofIllinois naming ZionSolutions and Bank of New York Mellon as defendants and seeking, among other things, an accounting for use of NDTfunds, an injunction against the use of NDT funds, the appointment of a trustee for the NDT funds, and the return of NDT funds tocustomers of ComEd to the extent legally entitled thereto. On July 20, 2012, ZionSolutions and Bank of New York Mellon filed a motion todismiss the amended complaint for failing to state a claim. On July 29, 2013, United States District Court for the Northern District of Illinoisdismissed the amended complaint. On August 26, 2013, the plaintiffs filed a notice of appeal with the United States Court of Appeals for theSeventh Circuit. On January 31, 2014, the United States Court of Appeals for the Seventh Circuit dismissed the appeal. ZionSolutions is subject to certain restrictions on its ability to request reimbursements from the Zion Station NDT funds as definedwithin the ASA. Therefore, the transfer of the Zion Station assets did not qualify for asset sale accounting treatment and, as a result, therelated NDT funds were reclassified to pledged assets for Zion Station decommissioning within Generation’s and Exelon’s ConsolidatedBalance Sheets and will continue to be measured in the same manner as prior to the completion of the transaction. Additionally, thetransferred ARO for decommissioning was replaced with a payable to ZionSolutions in Generation’s and Exelon’s Consolidated BalanceSheets. Changes in the value of the Zion Station NDT assets, net of applicable taxes, will be recorded as a change in the payable toZionSolutions. At no point will the payable to ZionSolutions exceed the project budget of the costs remaining to decommission Zion Station.Generation has retained its obligation to the SNF following ZionSolutions completion of its contractual obligations, to transfer the SNF at ZionStation to the DOE for ultimate disposal, and to complete all remaining decommissioning activities associated with the SNF 349Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) storage facility. Generation has a liability of approximately $82 million, which is included within the nuclear decommissioning ARO atDecember 31, 2013. Generation also has retained NDT assets to fund its obligation to maintain and transfer the SNF at Zion Station and tocomplete all remaining decommissioning activities for the SNF storage facility. Any shortage of funds necessary to maintain the SNF anddecommission the SNF storage facility is ultimately required to be funded by Generation. Any Zion Station NDT funds remaining after thecompletion of all decommissioning activities will be returned to ComEd customers in accordance with the applicable orders. The followingtable provides the pledged assets and payable to ZionSolutions, and withdrawals by ZionSolutions at December 31, 2013 and 2012: Exelon and Generation 2013 2012 Carrying value of Zion Station pledged assets $458 $614 Payable to Zion Solutions 414 564 Current portion of payable to Zion Solutions 109 132 Withdrawals by Zion Solutions to pay decommissioning costs 498 335 (a)Excludes a liability recorded within Exelon’s and Generation’s Consolidated Balance Sheets related to the tax obligation on the unrealized activity associated with theZion Station NDT Funds. The NDT Funds will be utilized to satisfy the tax obligations as gains and losses are realized.(b)Included in Other current liabilities within Exelon’s and Generation’s Consolidated Balance Sheets.(c)Cumulative withdrawals since September 1, 2010. ZionSolutions leased the land associated with Zion Station from Generation pursuant to a Lease Agreement. Under the LeaseAgreement, ZionSolutions has committed to complete the required decommissioning work according to an established schedule and willconstruct a dry cask storage facility on the land for the SNF currently held in SNF pools at Zion Station. Rent payable under the LeaseAgreement is $1.00 per year, although the Lease Agreement requires ZionSolutions to pay property taxes associated with Zion Station andpenalty rents may accrue if there are unexcused delays in the progress of decommissioning work at Zion Station or the construction of thedry cask SNF storage facility. To reduce the risk of default by EnergySolutions or ZionSolutions, EnergySolutions provided a $200 millionletter of credit to be used to fund decommissioning costs in the event the NDT assets are insufficient. EnergySolutions has also provided aperformance guarantee and entered into other agreements that will provide rights and remedies for Generation and the NRC in the case ofother specified events of default, including a special purpose easement for disposal capacity at the EnergySolutions site in Clive, Utah, for allLLRW volume of Zion Station. NRC Minimum Funding Requirements. NRC regulations require that licensees of nuclear generating facilities demonstratereasonable assurance that funds will be available in specified minimum amounts to decommission the facility at the end of its life. Theestimated decommissioning obligations as calculated using the NRC methodology differ from the ARO recorded on Generation’s andExelon’s Consolidated Balance Sheets primarily due to differences in the type of costs included in the estimates, the basis for estimatingsuch costs, and assumptions regarding the decommissioning alternatives to be used, potential license renewals, decommissioning costescalation, and the growth rate in the NDT funds. Under NRC regulations, if the minimum funding requirements calculated under the NRCmethodology are less than the future value of the NDT funds, also calculated under the NRC methodology, then the NRC requires eitherfurther funding or other financial guarantees. Key assumptions used in the minimum funding calculation using the NRC methodology at December 31, 2013 include:(1) consideration of costs only for the removal of radiological contamination at each unit; (2) the option on a unit-by-unit basis to use generic,non-site specific cost estimates; (3) consideration of only one decommissioning scenario for each unit; (4) the plants cease 350(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) operation at the end of their current license lives (with no assumed license renewals for those units that have not already received renewalsand with an assumed end-of-operations date of 2019 for Oyster Creek); (5) the assumption of current nominal dollar cost estimates that areneither escalated through the anticipated period of decommissioning, nor discounted using the CARFR; and (6) assumed annual after-taxreturns on the NDT funds of 2% (3% for the former PECO units, as specified by the PAPUC). In contrast, the key criteria and assumptions used by Generation to determine the ARO and to forecast the target growth in the NDTfunds at December 31, 2013 include: (1) the use of site specific cost estimates that are updated at least once every five years; (2) the inclusionin the ARO estimate of all legally unavoidable costs required to decommission the unit (e.g., radiological decommissioning and full siterestoration for certain units, on-site spent fuel maintenance and storage subsequent to ceasing operations and until DOE acceptance, anddisposal of certain low-level radioactive waste); (3) the consideration of multiple scenarios where decommissioning activities are completedunder three possible scenarios ranging from 10 to 70 years after the cessation of plant operations; (4) the assumption plants cease operatingat the end of an extended license life (assuming 20-year license renewal extensions, except Oyster Creek with an assumed end-of-operations date of 2019); (5) the measurement of the obligation at the present value of the future estimated costs and an annual averageaccretion of the ARO of approximately 5% through a period of approximately 30 years after the end of the extended lives of the units; and(6) an estimated targeted annual pre-tax return on the NDT funds of 5.9% to 6.7% (as compared to a historical 5-year annual average pre-taxreturn of approximately 11.7%). Generation is required to provide to the NRC a biennial report by unit (annually for units that have been retired or are within five yearsof the current approved license life), based on values as of December 31, addressing Generation’s ability to meet the NRC minimumfunding levels. Depending on the value of the trust funds, Generation may be required to take steps, such as providing financial guaranteesthrough letters of credit or parent company guarantees or make additional contributions to the trusts, which could be significant, to ensurethat the trusts are adequately funded and that NRC minimum funding requirements are met. As a result, Exelon’s and Generation’s cashflows and financial position may be significantly adversely affected. On April 1, 2013, Generation submitted its NRC-required biennial decommissioning funding status report as of December 31,2012. As of December 31, 2012, Generation provided adequate funding assurance for all of its units, including Limerick Unit 1, whereGeneration has in place a $115 million parent guarantee to cover the NRC minimum funding assurance requirements. On October 2, 2013,the NRC issued summary findings from the NRC Staff’s review of the 2013 decommissioning funding status reports for all 104 operatingreactors, including the Generation operating units. Based on that review, the NRC Staff determined that Generation provideddecommissioning funding assurance under the NRC regulations for all of its operating units, including Limerick Unit 1. On January 31, 2013, Generation received a letter from the NRC indicating that the NRC has identified potential “apparent violations”of its regulations because of alleged inaccuracies in the Decommissioning Funding Status reports for 2005, 2006, 2007, and 2009. The NRCasserted that Generation’s status reports deliberately reflected cost estimates for decommissioning its nuclear plants that were less thanwhat the NRC says are the minimum amounts required by NRC regulations. Generation met with the NRC on April 30, 2013 for a pre-decisional enforcement conference to provide additional information to explain why Generation believes that it complied with the regulatoryrequirements and did not deliberately or otherwise provide incomplete or inaccurate information in its decommissioning funding statusreports. While Generation does not believe that any sanction is appropriate, the ultimate outcome of this proceeding including the amount ofa potential fine or sanction, if any, is uncertain. The January 31, 2013 letter from the NRC does not take issue with 351Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Generation’s current funding status, and as reflected in Generation’s April 1, 2013 decommissioning funding status report referenced above,Generation continues to provide adequate funding assurance for each of its units. In the normal course of NRC review, Generation hasreceived a series of data requests that are unrelated to the potential apparent violations and the pre-decisional enforcement conference.Generation continues to cooperate with the NRC and provide the requested information. Generation does not have a definite date on which itwill receive a response from the NRC. In addition, on June 24, 2013, Exelon received a subpoena from the SEC requesting that Exelon provide the SEC with certaindocuments generally relating to Exelon and Generation’s reporting and funding of the future decommissioning of Exelon’s nuclear powerplants. Exelon and Generation are cooperating with the SEC and providing the requested documents. As the future values of trust funds change due to market conditions, the NRC minimum funding status of Generation’s units willchange. In addition, if changes occur to the regulatory agreement with the PAPUC that currently allows amounts to be collected from PECOcustomers for decommissioning the former PECO nuclear plants, the NRC minimum funding status of those plants could change atsubsequent NRC filing dates. Non-Nuclear Asset Retirement Obligations (Exelon, Generation, ComEd, PECO and BGE) Generation has AROs for plant closure costs associated with its fossil and renewable generating facilities, including asbestosabatement, removal of certain storage tanks, restoring leased land to the condition it was in prior to construction of renewable generatingstations and other decommissioning-related activities. ComEd, PECO and BGE have AROs primarily associated with the abatement anddisposal of equipment and buildings contaminated with asbestos and PCBs. See Note 1—Significant Accounting Policies for additionalinformation on the Registrants’ accounting policy for AROs. The following table provides a rollforward of the non-nuclear AROs reflected on the Registrants’ Consolidated Balance Sheets fromJanuary 1, 2012 to December 31, 2013: Exelon Generation ComEd PECO BGE Non-nuclear AROs at January 1, 2012 $209 $92 $89 $28 $1 Net increase due to changes in, and timing of, estimated future cash flows 27 18 8 1 7 Development projects 47 47 — — — Accretion expense 13 8 4 1 — Merger with Constellation 58 50 — — — Payments (11) (8) (2) (1) — Non-nuclear AROs at December 31, 2012 343 207 99 29 8 Net increase due to changes in, and timing of, estimated future cash flows 1 (11) — — 12 Development projects 2 2 — — — Accretion expense 18 13 4 1 — Payments (13) (10) (2) — (1) Non-nuclear AROs at December 31, 2013 $351 $201 $101 $30 $19 (a)During the year ended December 31, 2013, Generation recorded an increase in operating and maintenance expense of $13 million. ComEd and PECO did notrecord any adjustments in operating and maintenance expense for the year ended December 31, 2013. During the year ended December 31, 2012, Generationrecorded a reduction in operating and maintenance expense of $8 million. ComEd, PECO, and BGE did not record any reductions in operating and maintenanceexpense for the year ended December 31, 2012. 352(a)(b)(c)(a)(b)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (b)For ComEd, PECO, and BGE, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulatory treatment.(c)Exelon’s ARO includes $8 million of BGE costs incurred prior to the closing of Exelon’s merger with Constellation. Refer to Note 4—Merger and Acquisitions foradditional information.(d)Includes $2 million, $1 million, and $0 million as the current portion of the ARO at December 31, 2013 for ComEd, PECO, and BGE, respectively, which is includedin other current liabilities on Exelon’s and each of the respective utilities’ Consolidated Balance Sheets. 16. Retirement Benefits (Exelon, Generation, ComEd, PECO and BGE) As of December 31, 2013, Exelon sponsored defined benefit pension plans and other postretirement benefit plans for essentially allGeneration, ComEd, PECO, BGE and BSC employees. In connection with the acquisition of Constellation in March 2012, Exelonassumed Constellation’s benefit plans and its related assets. The table below shows the pension and postretirement benefit plans in whicheach operating company participated at December 31, 2013. Operating Company Name of Plan: Generation ComEd PECO BGE BSC Qualified Pension Plans: Exelon Corporation Retirement Program X X X X Exelon Corporation Cash Balance Pension Plan X X X X Exelon Corporation Pension Plan for Bargaining Unit Employees X X X Exelon New England Union Employees Pension Plan X Exelon Employee Pension Plan for Clinton, TMI and Oyster Creek X X X Pension Plan of Constellation Energy Group, Inc. X X X Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan Aand Plan B X Non-Qualified Pension Plans: Exelon Corporation Supplemental Pension Benefit Plan and 2000 Excess BenefitPlan X X X X Exelon Corporation Supplemental Management Retirement Plan X X X X Constellation Energy Group, Inc. Senior Executive Supplemental Plan X X X Constellation Energy Group, Inc. Supplemental Pension Plan X X X Constellation Energy Group, Inc. Benefits Restoration Plan X X X Baltimore Gas & Electric Company Executive Benefit Plan X X X Baltimore Gas & Electric Company Manager Benefit Plan X X X Other Postretirement Benefit Plans: PECO Energy Company Retiree Medical Plan X X X Exelon Corporation Health Care Program X X X Exelon Corporation Employees’ Life Insurance Plan X X X X Constellation Energy Group, Inc. Retiree Medical Plan X X X Constellation Energy Group, Inc. Retiree Dental Plan X X X Constellation Energy Group, Inc. Employee Life Insurance Plan and Family LifeInsurance Plan X X X Constellation Mystic Power, LLC Post-Employment Medical Account Savings Plan X Exelon New England Union Post-Employment Medical Savings Account Plan X 353Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Exelon’s traditional and cash balance pension plans are intended to be tax-qualified defined benefit plans. Substantially all non-unionemployees and electing union employees hired on or after January 1, 2001 participate in cash balance pension plans. Effective January 1,2009, substantially all newly-hired union-represented employees participate in cash balance pension plans. Exelon has elected that the trustsunderlying these plans be treated under the IRC as qualified trusts. If certain conditions are met, Exelon can deduct payments made to thequalified trusts, subject to certain IRC limitations. Benefit Obligations, Plan Assets and Funded Status Exelon recognizes the overfunded or underfunded status of defined benefit pension and other postretirement benefit plans as an assetor liability on its balance sheet, with offsetting entries to Accumulated Other Comprehensive Income (AOCI) and regulatory assets(liabilities), in accordance with the applicable authoritative guidance. The measurement date for the plans is December 31. During the first quarter of 2013, Exelon received an updated valuation of its legacy pension and other postretirement benefit obligationsto reflect actual census data as of January 1, 2013. This valuation resulted in an increase to the pension obligation of $8 million and adecrease to the other postretirement benefit obligation of $39 million. Additionally, accumulated other comprehensive loss decreased byapproximately $75 million (after tax) and regulatory assets increased by approximately $93 million. During the second quarter of 2013,Exelon received the updated valuation for the legacy Constellation pension and other postretirement obligations to reflect actual census dataas of January 1, 2013. This valuation resulted in an increase to the pension obligation of $23 million and a decrease to the otherpostretirement benefit obligation of $12 million. Additionally, accumulated other comprehensive loss increased by approximately $2 million(after tax) and regulatory assets increased by approximately $14 million. The following table provides a rollforward of the changes in the benefit obligations and plan assets for the most recent two years for allplans combined: Pension Benefits OtherPostretirement Benefits 2013 2012 2013 2012 Change in benefit obligation: Net benefit obligation at beginning of year $16,800 $13,538 $4,820 $4,062 Service cost 317 280 162 156 Interest cost 650 698 194 205 Plan participants’ contributions — — 34 34 Actuarial loss (gain) (1,363) 1,520 (551) 313 Plan amendments 1 — 15 (103) Acquisitions/divestitures — 1,880 — 362 Curtailments — (10) — (8) Settlements (69) (169) — — Contractual termination benefits — 15 — 6 Gross benefits paid (877) (952) (223) (219) Federal subsidy on benefits paid — — — 12 Net benefit obligation at end of year $15,459 $16,800 $4,451 $4,820 354(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Pension Benefits OtherPostretirement Benefits 2013 2012 2013 2012 Change in plan assets: Fair value of net plan assets at beginning of year $13,357 $11,302 $2,135 $1,797 Actual return on plan assets 821 1,484 209 197 Employer contributions 339 149 83 325 Plan participants’ contributions — — 34 34 Benefits paid (877) (952) (223) (218) Acquisitions/divestitures — 1,543 — — Settlements (69) (169) — — Fair value of net plan assets at end of year $13,571 $13,357 $2,238 $2,135 (a)Represents cash settlements only.(b)Exelon’s other postretirement benefits paid for the year ended December 31, 2012 are net of $1.3 million of reinsurance proceeds received from the Department ofHealth and Human Services as part of the Early Retiree Reinsurance Program pursuant to the Affordable Care Act of 2010. In 2013, the Program was no longeraccepting applications for reimbursement. Exelon presents its benefit obligations and plan assets net on its balance sheet within the following line items: Pension Benefits OtherPostretirement Benefits 2013 2012 2013 2012 Other current liabilities $12 $15 $23 $23 Pension obligations 1,876 3,428 — — Non-pension postretirement benefit obligations — — 2,190 2,662 Unfunded status (net benefit obligation less net plan assets) $1,888 $3,443 $2,213 $2,685 The funded status of the pension and other postretirement benefit obligations refers to the difference between plan assets and estimatedobligations of the plan. The funded status changes over time due to several factors, including contribution levels, assumed discount rates andactual returns on plan assets. The following tables provide the projected benefit obligations (PBO), accumulated benefit obligation (ABO), and fair value of plan assetsfor all pension plans with a PBO or ABO in excess of plan assets. PBO inexcess of plan assets 2013 2012 Projected benefit obligation $15,452 $16,800 Fair value of net plan assets 13,564 13,357 ABO inexcess of plan assets 2013 2012 Projected benefit obligation $15,452 $16,796 Accumulated benefit obligation 14,552 15,657 Fair value of net plan assets 13,564 13,353 355(b)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) On a PBO basis, the plans were funded at 88% at December 31, 2013 compared to 80% at December 31, 2012. On an ABO basis,the plans were funded at 93% at December 31, 2013 compared to 85% at December 31, 2012. The ABO differs from the PBO in that theABO includes no assumption about future compensation levels. Components of Net Periodic Benefit Costs The following table presents the components of Exelon’s net periodic benefit costs for the years ended December 31, 2013, 2012 and2011. The table reflects an increase in 2012 and a reduction in 2011 of net periodic postretirement benefit costs of approximately $(17) millionand $28 million, respectively, related to a Federal subsidy provided under the Medicare Prescription Drug, Improvement and ModernizationAct of 2003 (Medicare Modernization Act), discussed further below. The 2013 pension benefit cost for all plans is calculated using an expected long-term rate of return on plan assets of 7.50% and adiscount rate of 3.92%. Certain plans were remeasured during the year using a discount rate of 4.21%. The 2013 other postretirementbenefit cost is calculated using an expected long-term rate of return on plan assets of 6.45% for funded plans and a discount rate of 4.00% forall plans. Certain plans were remeasured during the year using a discount rate of 4.66%. Certain other postretirement benefit plans are notfunded. A portion of the net periodic benefit cost is capitalized within the Consolidated Balance Sheets. Pension Benefits OtherPostretirement Benefits 2013 2012 2011 2013 2012 2011 Components of net periodic benefit cost: Service cost $317 $280 $212 $162 $156 $142 Interest cost 650 698 649 194 205 207 Expected return on assets (1,015) (988) (939) (132) (115) (111) Amortization of: Transition obligation — — — — 11 9 Prior service cost (credit) 14 15 14 (19) (17) (38) Actuarial loss 562 450 331 83 81 66 Curtailment benefits — — — — (7) — Settlement charges 9 31 — — — — Contractual termination benefits — 14 — — 6 — Net periodic benefit cost $537 $500 $267 $288 $320 $275 (a)ComEd and BGE established regulatory assets of $1 million and $4 million, respectively, for their portion of the contractual termination benefit charge in 2012. Through Exelon’s postretirement benefit plans, the Registrants provide retirees with prescription drug coverage. The MedicareModernization Act, enacted on December 8, 2003, introduced a prescription drug benefit under Medicare as well as a Federal subsidy tosponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the Medicare prescription drugbenefit. Management believes the prescription drug benefit provided under Exelon’s postretirement benefit plans meets the requirements forthe subsidy. In December 2011, the Company decided that beginning in 2013, it will no longer elect to take the direct Part D subsidy.Beginning in 2013, eligible employees are offered an Employee Group Waiver Plan, a Medicare Part D Plan, with a supplemental “wrap”that closely matches the current prescription drug plan design. See the Health 356(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Care Reform Legislation section below for further discussion regarding the income tax treatment of Federal subsidies of prescription drugbenefits. The effect of the subsidy on the components of net periodic postretirement benefit cost for the years ended December 31, 2013, 2012and 2011 included in the consolidated financial statements was as follows: 2013 2012 2011 Amortization of the actuarial experience loss $— $(17) $3 Reduction in current period service cost — — 9 Reduction in interest cost on the APBO — — 16 Total effect of subsidy on net periodic postretirement benefit cost $— $(17) $28 Components of AOCI and Regulatory Assets Under the authoritative guidance for regulatory accounting, a portion of current year actuarial gains and losses and prior service costs(credits) is capitalized within Exelon’s Consolidated Balance Sheets to reflect the expected regulatory recovery of these amounts, whichwould otherwise be recorded to AOCI. The following tables provide the components of AOCI and regulatory assets (liabilities) for the yearsended December 31, 2013, 2012 and 2011 for all plans combined. Pension Benefits OtherPostretirement Benefits 2013 2012 2011 2013 2012 2011 Changes in plan assets and benefit obligations recognized in AOCI andregulatory assets (liabilities): Current year actuarial (gain) loss $(1,169) $1,693 $744 $(628) $304 $74 Amortization of actuarial gain (loss) (562) (450) (331) (83) (81) (66) Current year prior service (credit) cost — 1 — 15 (109) — Amortization of prior service (cost) credit (14) (15) (14) 19 17 38 Current year transition (asset) obligation — — — — 1 — Amortization of transition asset (obligation) — — — — (11) (9) Curtailments — (10) — — (1) — Settlements (8) (31) — — — — Total recognized in AOCI and regulatory assets (liabilities) $(1,753) $1,188 $399 $(677) $120 $37 (a)Of the $1,753 million gain related to pension benefits, $1,071 million and $682 million were recognized in AOCI and regulatory assets, respectively, during 2013. Ofthe $677 million gain related to other postretirement benefits, $352 million and $325 million were recognized in AOCI and regulatory assets (liabilities), respectively,during 2013. Of the $1,188 million loss related to pension benefits, $283 million and $904 million were recognized in AOCI and regulatory assets, respectively, during2012. Of the $120 million loss related to other postretirement benefits, $39 million and $81 million were recognized in AOCI and regulatory assets, respectively, during2012. Of the $399 million loss related to pension benefits, $181 million and $218 million were recognized in AOCI and regulatory assets, respectively, during 2011. Ofthe $37 million loss related to other postretirement benefits, $13 million and $24 million were recognized in AOCI and regulatory assets, respectively, during 2011. 357 (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table provides the components of Exelon’s gross accumulated other comprehensive loss and regulatory assets (liabilities)that have not been recognized as components of periodic benefit cost at December 31, 2013 and 2012, respectively, for all plans combined: Pension Benefits OtherPostretirement Benefits 2013 2012 2013 2012 Prior service cost (credit) $62 $76 $(73) $(107) Actuarial loss 6,192 7,931 474 1,185 Total $6,254 $8,007 $401 $1,078 (a)Of the $6,254 million related to pension benefits, $3,523 million and $2,731 million are included in AOCI and regulatory assets, respectively, at December 31, 2013. Ofthe $401 million related to other postretirement benefits, $161 million and $240 million are included in AOCI and regulatory assets (liabilities), respectively, atDecember 31, 2013. Of the $8,007 million related to pension benefits, $4,594 million and $3,413 million are included in AOCI and regulatory assets, respectively, atDecember 31, 2012. Of the $1,078 million related to other postretirement benefits, $514 million and $564 million are included in AOCI and regulatory assets,respectively, at December 31, 2012. The following table provides the components of Exelon’s AOCI and regulatory assets at December 31, 2013 (included in the tableabove) that are expected to be amortized as components of periodic benefit cost in 2014. These estimates are subject to the completion of anactuarial valuation of Exelon’s pension and other postretirement benefit obligations, which will reflect actual census data as of January 1,2014 and actual claims activity as of December 31, 2013. The valuation is expected to be completed in the first quarter of 2014 for legacyExelon plans and in the second quarter of 2014 for legacy Constellation plans. Pension Benefits OtherPostretirement Benefits Prior service cost (credit) $14 $(16) Actuarial loss 427 32 Total $441 $16 (a)Of the $441 million related to pension benefits at December 31, 2013, $232 million and $209 million are expected to be amortized from AOCI and regulatory assets in2013, respectively. Of the $16 million related to other postretirement benefits at December 31, 2013, $7 million and $9 million are expected to be amortized from AOCIand regulatory assets in 2013, respectively. Assumptions The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit and other postretirement plansinvolves various factors, including the development of valuation assumptions and accounting policy elections. When developing the requiredassumptions, Exelon considers historical information as well as future expectations. The measurement of benefit obligations and costs isimpacted by several assumptions including the discount rate applied to benefit obligations, the long-term expected rate of return on planassets, Exelon’s expected level of contributions to the plans, the long-term expected investment rate credited to employees participating incash balance plans and the anticipated rate of increase of health care costs. Additionally, assumptions related to plan participants include theincidence of mortality, the expected remaining service period, the level of compensation and rate of compensation increases, employee ageand length of service, among other factors. 358 (a) (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Expected Rate of Return. In selecting the expected rate of return on plan assets, Exelon considers historical economic indicators(including inflation and GDP growth) that impact asset returns, as well as expectations regarding future long-term capital marketperformance, weighted by Exelon’s target asset class allocations. The following assumptions were used to determine the benefit obligations for all of the plans at December 31, 2013, 2012 and 2011.Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefitcosts. Pension Benefits Other Postretirement Benefits 2013 2012 2011 2013 2012 2011 Discount rate 4.80% 3.92% 4.74% 4.90% 4.00% 4.80% Rate of compensation increase 3.75% 3.75% Mortality table IRSrequiredmortalitytable for2014fundingvaluation IRSrequiredmortalitytable for2013fundingvaluation IRSrequiredmortalitytable for2012fundingvaluation IRSrequiredmortalitytable for2014fundingvaluation IRSrequiredmortalitytable for2013fundingvaluation IRSrequiredmortalitytable for2012fundingvaluation Health care cost trend oncovered charges N/A N/A N/A 6.00%decreasingtoultimatetrend of5.00% in2017 6.50%decreasingtoultimatetrend of5.00% in2017 6.50%decreasingtoultimatetrend of5.00% in2017 (a)3.25% for 2014-2018 and 3.75% thereafter.(b)3.25% for 2013-2017 and 3.75% thereafter. The following assumptions were used to determine the net periodic benefit costs for all the plans for the years ended December 31,2013, 2012 and 2011: Pension Benefits Other Postretirement Benefits 2013 2012 2011 2013 2012 2011 Discount rate 3.92% 4.74% 5.26% 4.00% 4.80% 5.30% Expected return on planassets 7.50% 7.50% 8.00% 6.45% 6.68% 7.08% Rate of compensationincrease 3.75% 3.75% 3.75% 3.75% Mortality table IRSrequiredmortalitytable for2013fundingvaluation IRSrequiredmortalitytable for2012fundingvaluation IRSrequiredmortalitytable for2011fundingvaluation IRSrequiredmortalitytable for2013fundingvaluation IRSrequiredmortalitytable for2012fundingvaluation IRSrequiredmortalitytable for2011fundingvaluation Health care cost trend oncovered charges N/A N/A N/A 6.50%decreasingtoultimatetrend of5.00% in2017 6.50%decreasingtoultimatetrend of5.00% in2017 7.00%decreasingtoultimatetrend of5.00% in2015 359(a)(b)(a)(b)(a)(b)(a)(b)(c)(c)(c)(c)(c)(c)(d)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)The discount rates above represent the initial discount rates used to establish Exelon’s pension and other postretirement benefits costs for the year endedDecember 31, 2013. Certain of the benefit plans were remeasured during the year using discount rates of 4.21% and 4.66% for pension and other postretirementbenefits, respectively. Costs for the year ended December 31, 2013 reflect the impact of these remeasurements.(b)The discount rates above represent the initial discounts rates used to establish Exelon’s pension and other postretirement benefits costs for 2012. Certain of the benefitplans were remeasured during the year due to the Constellation merger, plan settlement and curtailment events, and plan changes using discount rates of 3.71%and 3.72% for pension and other postretirement benefits, respectively. Costs for the year ended December 31, 2012 reflect the impact of these remeasurements.(c)Not applicable to pension and other postretirement benefit plans that do not have plan assets.(d)3.25% for 2013-2017 and 3.75% thereafter. Assumed health care cost trend rates have a significant effect on the costs reported for the other postretirement benefit plans. A onepercentage point change in assumed health care cost trend rates would have the following effects: Effect of a one percentage point increase in assumed health care cost trend: on 2013 total service and interest cost components $90 on postretirement benefit obligation at December 31, 2013 858 Effect of a one percentage point decrease in assumed health care cost trend: on 2013 total service and interest cost components (62) on postretirement benefit obligation at December 31, 2013 (607) Health Care Reform Legislation In March 2010, the Health Care Reform Acts were signed into law, which contain a number of provisions that impact retiree health careplans provided by employers. One such provision reduces the deductibility, for Federal income tax purposes, of retiree health care costs to theextent an employer’s postretirement health care plan receives Federal subsidies that provide retiree prescription drug benefits at leastequivalent to those offered by Medicare. Although this change did not take effect immediately, the Registrants were required to recognize thefull accounting impact in their financial statements in the period in which the legislation was enacted. As a result, in the first quarter of 2010,Exelon recorded total after-tax charges of approximately $65 million to income tax expense to reverse deferred tax assets previouslyestablished. Generation, ComEd, PECO and BGE recorded charges of $24 million, $11 million, $9 million and $3 million, respectively.Additionally, as a result of this deductibility change for employers and other Health Care Reform provisions that impact the federalprescription drug subsidy options provided to employers, Exelon has made a change in the manner in which it will receive prescription drugsubsidies beginning in 2013. Additionally, the Health Care Reform Acts also include a provision that imposes an excise tax on certain high-cost plans beginning in2018, whereby premiums paid over a prescribed threshold will be taxed at a 40% rate. Although the excise tax does not go into effect until2018, accounting guidance requires Exelon to incorporate the estimated impact of the excise tax in its annual actuarial valuation. Theapplication of the legislation is still unclear and Exelon continues to monitor the Department of Labor and IRS for additional guidance. Certainkey assumptions are required to estimate the impact of the excise tax on Exelon’s other postretirement benefit obligation, including projectedinflation rates (based on the CPI) and whether pre- and post-65 retiree populations can be aggregated in determining the premium values ofhealth care benefits. Exelon reflected its best estimate of the expected impact in its annual actuarial valuation. 360Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Contributions The following table provides contributions made by Generation, ComEd, PECO, BGE and BSC to the pension and otherpostretirement benefit plans: Pension Benefits Other Postretirement Benefits 2013 2012 2011 2013 2012 2011 Generation $119 $48 $954 $30 $135 $121 ComEd 118 25 873 4 119 108 PECO 11 13 110 20 33 28 BGE — — — 24 12 — BSC 91 63 157 5 24 20 Exelon $339 $149 $2,094 $83 $323 $277 (a)The Registrants present the cash contributions above net of Federal subsidy payments received on each of their respective Consolidated Statements of Cash Flows.Exelon, Generation, ComEd, PECO, and BGE received Federal subsidy payments of $10 million, $5 million, $4 million, $1 million and $2 million, respectively, in2012, and $11 million, $5 million, $4 million, $1 million and $3 million, respectively, in 2011. Effective January 1, 2013, Exelon is no longer receiving this subsidy.(b)BGE’s pension benefit contributions for 2012 and 2011 exclude $0 million and $54 million, respectively, of pension contributions made by BGE prior to the closing ofExelon’s merger with Constellation on March 12, 2012. BGE’s other postretirement benefit payments for 2012 and 2011 exclude $4 million and $13 million,respectively, of other postretirement benefit payments made by BGE prior to the closing of Exelon’s merger with Constellation on March 12, 2012. These pre-mergercontributions are not included in Exelon’s financial statements but are reflected in BGE’s financial statements.(c)The increase in 2011 pension contributions was related to Exelon’s $2.1 billion contribution to its pension plans as a result of accelerated cash benefits associated withthe Tax Relief Act of 2010. Exelon plans to contribute $264 million to its qualified pension plans in 2014, of which Generation, ComEd, PECO and BGE willcontribute $118 million, $119 million, $11 million and $0 million, respectively. Unlike the qualified pension plans, Exelon’s non-qualifiedpension plans are not funded. Exelon plans to make non-qualified pension plan benefit payments of $12 million in 2014, of whichGeneration, ComEd, PECO and BGE will make payments of $5 million, $1 million, $0 million and $1 million, respectively. Managementconsiders various factors when making pension funding decisions, including actuarially determined minimum contribution requirementsunder ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act),management of the pension obligation and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefitrestrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimumcontribution requirements and participant notification). Additionally, for Exelon’s largest qualified pension plan, the projected contributionsreflect a funding strategy of contributing the greater of $250 million, which approximates service cost, or the minimum amounts underERISA to avoid benefit restrictions and at-risk status. This level funding strategy helps minimize volatility of future period required pensioncontributions. On July 6, 2012, President Obama signed into law the Moving Ahead for Progress in the Twenty-first Century Act, whichcontains a pension funding provision that results in lower minimum pension contributions in the near term while increasing the premiumspension plans pay to the Pension Benefit Guaranty Corporation. Certain provisions of the law were applied in 2012 while others wereapplied in 2013. The estimated impacts of the law are reflected in the projected pension contributions. Unlike the qualified pension plans, other postretirement plans are not subject to statutory minimum contribution requirements.Exelon’s management has historically considered several factors in determining the level of contributions to its other postretirement benefitplans, including levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulatory expectations and 361(c)(a)(a)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) best assure continued rate recovery). In 2014, Exelon anticipates funding its other postretirement benefit plans based on the fundingconsiderations discussed above, with the exception of those plans which remain unfunded. Exelon expects to make other postretirementbenefit plan contributions, including benefit payments related to unfunded plans, of approximately $430 million in 2014, of whichGeneration, ComEd, PECO, and BGE expect to contribute $168 million, $197 million, $19 million, and $17 million, respectively. Estimated Future Benefit Payments Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans at December 31, 2013were: PensionBenefits OtherPostretirementBenefits 2014 $929 $204 2015 851 210 2016 873 219 2017 902 228 2018 1,015 238 2019 through 2023 5,257 1,383 Total estimated future benefit payments through 2023 $9,827 $2,482 Allocation to Exelon Subsidiaries Generation, ComEd, PECO, and BGE account for their participation in Exelon’s pension and other postretirement benefit plans byapplying multiemployer accounting. Employee-related assets and liabilities, including both pension and postretirement liabilities, for thelegacy Exelon plans were allocated by Exelon to its subsidiaries based on the number of active employees as of January 1, 2001 as part ofExelon’s corporate restructuring. Exelon allocates the components of pension and other postretirement costs to the subsidiaries in the legacyExelon plans based upon several factors, including the measures of active employee participation in each participating unit. The obligation forGeneration, ComEd and PECO reflects the initial allocation and the cumulative costs incurred and contributions made since January 1,2001. Pension and postretirement benefit contributions are allocated to legacy Exelon subsidiaries in proportion to active service costsrecognized and total costs recognized, respectively. For legacy CEG plans, components of pension and other postretirement benefit costs andcontributions are allocated to the subsidiaries based on employee participation (both active and retired). The amounts below were included in capital expenditures and operating and maintenance expense for the years ended December 31,2013, 2012 and 2011, respectively, for Generation’s, ComEd’s, PECO’s, BSC’s and BGE’s allocated portion of the pension andpostretirement benefit plan costs. These amounts include the recognized contractual termination benefit charges, curtailment gains, andsettlement charges: For the Year Ended December 31, Generation ComEd PECO BSC BGE Exelon 2013 $347 $309 $43 $71 $55 $825 2012 341 282 50 99 60 820 2011 249 213 32 48 51 542 362(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These amounts are not included in the Generation,ComEd, PECO or BGE amounts above. As of December 31, 2012, ComEd and BGE each reported a regulatory asset of $1 million related to their BSC-billed portion ofthe second quarter 2012 contractual termination benefit charge.(b)The amounts included in capital and operating and maintenance expense for the years ended December 31, 2012 and 2011 include $12 million and $51 million,respectively, in costs incurred prior to the closing of Exelon’s merger with Constellation on March 12, 2012. These amounts are not included in Exelon’s capitalexpenditures and operating and maintenance expense for the years ended December 31, 2012 and 2011.(c)BGE’s pension and other postretirement benefit costs for the year ended December 31, 2012 include a $3 million contractual termination benefit charge, which wasrecorded as a regulatory asset as of December 31, 2012. Plan Assets Investment Strategy. On a regular basis, Exelon evaluates its investment strategy to ensure that plan assets will be sufficient to payplan benefits when due. As part of this ongoing evaluation, Exelon may make changes to its targeted asset allocation and investmentstrategy. Exelon has developed and implemented a liability hedging investment strategy for its qualified pension plans that has reduced thevolatility of its pension assets relative to its pension liabilities. Exelon is likely to continue to gradually increase the liability hedging portfolioas the funded status of its plans improves. The overall objective is to achieve attractive risk-adjusted returns that will balance the liquidityrequirements of the plans’ liabilities while striving to minimize the risk of significant losses. Trust assets for Exelon’s other postretirementplans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility. Exelon used an EROA of 7.00% and 6.59% to estimate its 2014 pension and other postretirement benefit costs, respectively. Exelon’s pension and other postretirement benefit plan target asset allocations and December 31, 2013 and 2012 asset allocationswere as follows: Pension Plans Percentage of Plan Assetsat December 31, Asset Category Target Allocation 2013 2012 Equity securities 31% 35% 35% Fixed income securities 38% 37 40 Alternative investments 31% 28 25 Total 100% 100% Other Postretirement Benefit Plans Percentage of Plan Assetsat December 31, Asset Category Target Allocation 2013 2012 Equity securities 41% 45% 46% Fixed income securities 39% 37 40 Alternative investments 20% 18 14 Total 100% 100% 363(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Alternative investments include private equity, hedge funds and real estate. Concentrations of Credit Risk. Exelon evaluated its pension and other postretirement benefit plans’ asset portfolios for the existence ofsignificant concentrations of credit risk as of December 31, 2013. Types of concentrations that were evaluated include, but are not limited to,investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2013, there were nosignificant concentrations (defined as greater than 10 percent of plan assets) of risk in Exelon’s pension and other postretirement benefit planassets. Fair Value Measurements The following table presents Exelon’s pension and other postretirement benefit plan assets measured and recorded at fair value onExelon’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy at December 31, 2013 and 2012: At December 31, 2013 Level 1 Level 2 Level 3 Total Pension plan assets Equity securities: Individually held 3,090 — 2 3,092 Commingled funds — 1,167 — 1,167 Mutual funds 270 — — 270 Equity securities subtotal 3,360 1,167 2 4,529 Fixed income securities: Debt securities issued by the U.S. Treasury and other U.S. governmentcorporations and agencies 908 9 — 917 Debt securities issued by states of the United States and by politicalsubdivisions of the states — 88 — 88 Foreign debt securities — 205 — 205 Corporate debt securities — 2,927 41 2,968 Federal agency mortgage-backed securities — 90 — 90 Non-Federal agency mortgage-backed securities — 26 — 26 Commingled funds — 558 — 558 Mutual funds 5 315 — 320 Derivative instruments : Assets — 7 — 7 Liabilities — (134) — (134) Fixed income securities subtotal 913 4,091 41 5,045 Private equity — — 806 806 Hedge funds — 1,266 1,039 2,305 Real estate: Individually held 264 — — 264 Commingled funds — 2 — 2 Real estate funds — — 582 582 Real estate subtotal 264 2 582 848 Pension plan assets subtotal 4,537 6,526 2,470 13,533 364(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) At December 31, 2013 Level 1 Level 2 Level 3 Total Other postretirement benefit plan assets Cash equivalents 51 — — 51 Equity securities: Individually held 286 — — 286 Commingled funds — 515 — 515 Mutual funds 164 — — 164 Equity securities subtotal 450 515 — 965 Fixed income securities: Debt securities issued by the U.S. Treasury and other U.S. governmentcorporations and agencies 17 1 — 18 Debt securities issued by states of the United States and by politicalsubdivisions of the states — 149 — 149 Foreign debt securities — 2 — 2 Corporate debt securities — 50 — 50 Federal agency mortgage-backed securities — 45 — 45 Non-Federal agency mortgage-backed securities — 7 — 7 Commingled funds — 218 — 218 Mutual funds 305 — — 305 Fixed income securities subtotal 322 472 — 794 Private equity — — 2 2 Hedge funds — 295 4 299 Real estate: Individually held 8 — — 8 Real estate funds — 5 109 114 Real estate subtotal 8 5 109 122 Other postretirement benefit plan assets subtotal 831 1,287 115 2,233 Total pension and other postretirement benefit planassets $5,368 $7,813 $2,585 $15,766 365(a)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) At December 31, 2012 Level 1 Level 2 Level 3 Total Pension plan assets Cash equivalents $1 $— $— $1 Equity securities: Individually held 2,562 — — 2,562 Commingled funds — 1,111 — 1,111 Mutual funds 323 — — 323 Equity securities subtotal 2,885 1,111 — 3,996 Fixed income securities: Debt securities issued by the U.S. Treasury and other U.S.government corporations and agencies 1,037 — — 1,037 Debt securities issued by states of the United States and bypolitical subdivisions of the states — 108 — 108 Foreign debt securities — 252 — 252 Corporate debt securities — 3,330 — 3,330 Federal agency mortgage-backed securities — 117 — 117 Non-Federal agency mortgage-backed securities — 28 — 28 Commingled funds — 274 — 274 Mutual funds 4 291 — 295 Derivative instruments : Assets — 9 — 9 Liabilities — (21) — (21) Fixed income securities subtotal 1,041 4,388 — 5,429 Private equity — — 754 754 Hedge funds — 1,080 1,235 2,315 Real estate: Individually held 280 — — 280 Commingled funds — 75 — 75 Real estate funds — — 426 426 Real estate subtotal 280 75 426 781 Pension plan assets subtotal 4,207 6,654 2,415 13,276 366(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) At December 31, 2012 Level 1 Level 2 Level 3 Total Other postretirement benefit plan assets Cash equivalents 44 — — 44 Equity securities: Individually held 198 — — 198 Commingled funds — 530 — 530 Mutual funds 230 — — 230 Equity securities subtotal 428 530 — 958 Fixed income securities: Debt securities issued by the U.S. Treasury and other U.S. governmentcorporations and agencies 18 — — 18 Debt securities issued by states of the United States and by politicalsubdivisions of the states — 125 — 125 Foreign debt securities — 3 — 3 Corporate debt securities — 50 — 50 Federal agency mortgage-backed securities — 52 — 52 Non-Federal agency mortgage-backed securities — 6 — 6 Commingled funds — 271 — 271 Mutual funds 295 2 — 297 Fixed income securities subtotal 313 509 — 822 Private equity — — 1 1 Hedge funds — 188 12 200 Real estate: Individually held 7 — — 7 Commingled funds — 2 — 2 Real estate funds — 6 95 101 Real estate subtotal 7 8 95 110 Other postretirement benefit plan assets subtotal 792 1,235 108 2,135 Total pension and other postretirement benefit plan assets $4,999 $7,889 $2,523 $15,411 (a)See Note 11—Fair Value of Assets and Liabilities for a description of levels within the fair value hierarchy.(b)Derivative instruments have a total notional amount of $2,651 million and $2,498 million at December 31, 2013 and 2012, respectively. The notional principal amountsfor these instruments provide one measure of the transaction volume outstanding as of the fiscal years ended and do not represent the amount of the company’sexposure to credit or market loss.(c)Excludes net assets of $43 million and $81 million at December 31, 2013 and 2012, respectively, which are required to reconcile to the fair value of net plan assets.These items consist primarily of receivables related to pending securities sales, interest and dividends receivable, and payables related to pending securitiespurchases. 367(a)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table presents the reconciliation of Level 3 assets and liabilities measured at fair value for pension and otherpostretirement benefit plans for the years ended December 31, 2013 and 2012: Hedgefunds Privateequity Realestate Debtsecurities Preferredstock Total Pension Assets Balance as of January 1, 2013 $1,235 $754 $426 $— $— $2,415 Actual return on plan assets: Relating to assets still held at the reporting date 143 86 63 — — 292 Relating to assets sold during the period 3 — (4) — — (1) Purchases, sales and settlements: Purchases 360 123 226 41 2 752 Sales (76) — (91) — — (167) Settlements (3) (157) (38) — — (198) Transfers into (out of) Level 3 (623) — — — — (623) Balance as of December 31, 2013 $1,039 $806 $582 $41 $2 $2,470 Other Postretirement Benefits Balance as of January 1, 2013 $12 $1 $95 $— $— $108 Actual return on plan assets: Relating to assets still held at the reporting date 1 — 11 — — 12 Relating to assets sold during the period — — — — — — Purchases, sales and settlements: Purchases — 1 3 — — 4 Sales (1) — — — — (1) Settlements (4) — — — — (4) Transfers into (out of) Level 3 (4) — — — — (4) Balance as of December 31, 2013 $4 $2 $109 $— $— $115 368 (a)(b)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Hedgefunds Privateequity Realestate Debtsecurities Preferredstock Total Pension Assets Balance as of January 1, 2012 $1,525 $672 $229 $— $— $2,426 Actual return on plan assets: Relating to assets still held at the reporting date 138 55 24 — — 217 Purchases, sales and settlements: Purchases 447 108 134 — — 689 Sales (6) — — — — (6) Settlements (4) (128) (28) — — (160) Transfers into (out of) Level 3 (865) 47 67 — — (751) Balance as of December 31, 2012 $1,235 $754 $426 $— $— $2,415 Other Postretirement Benefits Balance as of January 1, 2012 $157 $1 $7 $— $— $165 Actual return on plan assets: Relating to assets still held at the reporting date 11 — 3 — — 14 Purchases, sales and settlements: Purchases 32 — 91 — — 123 Sales — — — — — — Settlements — — (1) — — (1) Transfers into (out of) Level 3 (188) — (5) — — (193) Balance as of December 31, 2012 $12 $1 $95 $— $— $108 (a)Represents cash settlements only.(b)As of December 31, 2012, hedge fund investments that contained redemption restrictions limiting Exelon’s ability to redeem the investments within a reasonableperiod of time were classified as Level 3 investments. As of December 31, 2013, restrictions for certain investments no longer applied, therefore allowing redemptionwithin a reasonable period of time from the measurement date at NAV. As such, these hedge fund investments are reflected as transfers out of Level 3 to Level 2 of$627 million in 2013.(c)In connection with the acquisition of Constellation in March 2012, Exelon assumed Constellation’s pension plan assets resulting in transfers into Level 3 of $141million.(d)In 2012, Exelon refined its policy over the criteria that hedge fund investments must meet in order to be categorized within Level 2 and Level 3 of the fair valuehierarchy. Therefore, certain hedge fund investments that were categorized within Level 3 in prior periods have been re-categorized as Level 2 investments as ofDecember 31, 2012. The re-categorization of these hedge fund investments is reflected as transfers out of Level 3 of $1.1 billion.(e)In 2012, the liquidity terms of a certain real estate investment changed to allow redemption within a reasonable period of time from the redemption date which led toa transfer out of Level 3 to Level 2 of $5 million. Valuation Techniques Used to Determine Fair Value Cash equivalents. Investments with maturities of three months or less when purchased, including certain short—term fixed incomesecurities and money market funds, are considered cash equivalents. The fair values are based on observable market prices and, therefore,are included in the recurring fair value measurements hierarchy as Level 1. Equity securities. With respect to individually held equity securities, including investments in U.S. and international securities, thetrustees obtain prices from pricing services, whose prices are obtained from direct feeds from market exchanges, which Exelon is able toindependently corroborate. Equity 369 (a) (c)(d)(e)(a)(c)(d)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) securities held individually are primarily traded on exchanges that contain only actively traded securities, due to the volume tradingrequirements imposed by these exchanges. Equity securities are valued based on quoted prices in active markets and are categorized asLevel 1. Certain private placement equity securities are categorized as Level 3 because they are not publicly traded and are priced usingsignificant unobservable inputs. Equity commingled funds and mutual funds are maintained by investment companies that hold certain investments in accordance witha stated set of fund objectives, which are consistent with Exelon’s overall investment strategy. The values of some of these funds are publiclyquoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have beencategorized as Level 1. For equity commingled funds and mutual funds which are not publicly quoted, the fund administrators value thefunds using the net asset value per fund share, derived from the quoted prices in active markets of the underlying securities. These fundshave been categorized as Level 2. Fixed income. For fixed income securities, which consist primarily of corporate debt securities, foreign government securities,municipal bonds, asset and mortgage-backed securities, commingled funds, mutual funds and derivative instruments, the trustees obtainmultiple prices from pricing vendors whenever possible, which enables cross-provider validations in addition to checks for unusual dailymovements. A primary price source is identified based on asset type, class or issue for each security. The trustees monitor prices supplied bypricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managerschallenge an assigned price and the trustees determine that another price source is considered to be preferable. Exelon has obtained anunderstanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally,Exelon selectively corroborates the fair values of securities by comparison to other market-based price sources. Investments in U.S. Treasurysecurities have been categorized as Level 1 because they trade in highly-liquid and transparent markets. Certain private placement fixedincome securities have been categorized as Level 3 because they are priced using certain significant unobservable inputs and are typicallyilliquid. The fair values of fixed income securities, excluding U.S. Treasury securities and privately placed fixed income securities, are basedon evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observabledifferences and are categorized as Level 2. Derivative instruments consisting primarily of interest rate swaps to manage risk are recorded at fair value. Derivative instruments arevalued based on external price data of comparable securities and have been categorized as Level 2. Fixed income commingled funds and mutual funds, including short-term investment funds, are maintained by investment companiesand hold certain investments in accordance with a stated set of fund objectives, which are consistent with Exelon’s overall investmentstrategy. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based onquoted prices in active markets and have been categorized as Level 1. For fixed income commingled funds and mutual funds which are notpublicly quoted, the fund administrators value the funds using the net asset value per fund share, derived from the quoted prices in activemarkets of the underlying securities. These funds have been categorized as Level 2. Private equity. Private equity investments include those in limited partnerships that invest in operating companies that are not publiclytraded on a stock exchange such as leveraged buyouts, growth capital, venture capital, distressed investments and investments in naturalresources. Private 370Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) equity valuations are reported by the fund manager and are based on the valuation of the underlying investments, which include inputs suchas cost, operating results, discounted future cash flows and market based comparable data. Since these valuation inputs are not highlyobservable, private equity investments have been categorized as Level 3. Hedge funds. Hedge fund investments include those seeking to maximize absolute returns using a broad range of strategies toenhance returns and provide additional diversification. The fair value of hedge funds is determined using NAV or ownership interest of theinvestments. Exelon has the ability to redeem these investments at NAV or its equivalent subject to certain restrictions which may include alock-up period or a gate. For Exelon’s investments that have terms that allow redemption within a reasonable period of time from themeasurement date, the hedge fund investments are categorized as Level 2. For investments that have restrictions that may limit Exelon’sability to redeem the investments at the measurement date or within a reasonable period of time, the hedge fund investments are categorizedas Level 3. Real estate. Real estate investment trusts valued daily based on quoted prices in active markets are categorized as Level 1. Real estatecommingled funds are maintained by investment companies and hold certain investments in accordance with a stated set of fund objectives,which are consistent with Exelon’s overall investment strategy. Since these funds are not publicly quoted, the fund administrators value thefunds using the net asset value per fund share, derived from the quoted prices in active markets of the underlying securities. These fundshave been categorized as Level 2. Other real estate funds are funds with a direct investment in a pool of real estate properties. These fundsare valued by investment managers on a periodic basis using pricing models that use independent appraisals from sources with professionalqualifications. Since these valuation inputs are not highly observable, these real estate funds have been categorized as Level 3. Defined Contribution Savings Plan (Exelon, Generation, ComEd, PECO and BGE) The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualifiedunder applicable sections of the IRC and allow employees to contribute a portion of their pre-tax income in accordance with specifiedguidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents matchingcontributions to the savings plan for the years ended December 31, 2013, 2012 and 2011: For the Year Ended December 31, Exelon Generation ComEd PECO BGE BSC 2013 $85 $40 $22 $8 $8 $7 2012 67 30 19 7 7 5 2011 78 40 22 9 7 7 (a)BGE’s matching contributions for the years ended December 31, 2012 and 2011 include $1 million and $7 million of costs, respectively, incurred prior to the closing ofExelon’s merger with Constellation on March 12, 2012. These costs are not included in Exelon’s matching contributions for the years ended December 31, 2012 and2011.(b)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These costs are not included in the Generation,ComEd, PECO, or BGE amounts above. 17. Severance (Exelon, Generation, ComEd, PECO and BGE) The Registrants have an ongoing severance plan under which, in general, the longer an employee worked prior to termination thegreater the amount of severance benefits. The Registrants record a liability and expense or regulatory asset for severance once terminationsare probable of occurrence 371(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) and the related severance benefits can be reasonably estimated. For severance benefits that are incremental to its ongoing severance plan(“one-time termination benefits”), the Registrants measure the obligation and record the expense at fair value at the communication date ifthere are no future service requirements, or, if future service is required to receive the termination benefit, ratably over the required serviceperiod. Merger-Related Severance Upon closing the merger with Constellation, Exelon recorded a severance accrual for the anticipated employee position reductions as aresult of the post-merger integration. The majority of these positions are corporate and Generation support positions. Since then, Exelon hasidentified specific employees to be severed pursuant to the merger-related staffing and selection process as well as employees that werepreviously identified for severance but have since accepted another position within Exelon and are no longer receiving a severance benefit.Exelon adjusts its accrual each quarter to reflect its best estimate of remaining severance costs. In addition, certain employees identifiedduring the staffing and selection process also receive pension and other postretirement benefits that are deemed contractual terminationbenefits, which the Registrants recorded during the second quarter of 2012. The amount of severance expense associated with the post-merger integration recognized for the year ended December 31, 2013 forExelon and Generation was $6 million and $6 million, respectively. For Generation, $5 million represents amounts billed by BSC throughintercompany allocations. There was no severance expense associated with post-merger integration recognized for the year endedDecember 31, 2013 for ComEd, PECO and BGE. Estimated costs to be incurred after December 31, 2013 are not material. For the year ended December 31, 2012, the Registrants recorded the following severance benefit costs associated with the identified jobreductions within operating and maintenance expense in their Consolidated Statements of Operations, except for those costs that werecapitalized as regulatory assets related to ComEd and BGE: Year Ended December 31, 2012Severance Benefits Exelon Generation ComEd PECO BGE Severance charges $124 $80 $14 $7 $17 Stock compensation 7 4 1 — 1 Other charges 7 4 1 — 1 Total severance benefits $138 $88 $16 $7 $19 (a)The amounts above include $46 million at Generation, $14 million at ComEd, $7 million at PECO, and $7 million at BGE, for amounts billed by BSC throughintercompany allocations for the year ended December 31, 2012.(b)Exelon, ComEd and BGE established regulatory assets of $35 million, $16 million and $19 million, respectively, for severance benefits costs for the year endedDecember 31, 2012. The majority of these costs are expected to be recovered over a five-year period. 372(a)(b)(b)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Amounts included in the table below represent the severance liability recorded by Exelon, Generation, ComEd, PECO and BGE foremployees of those Registrants and exclude amounts billed through intercompany allocations: Severance liability Exelon Generation ComEd PECO BGE Balance at December 31, 2011 $— $— $— $— $— Severance charges 124 38 2 — 11 Stock compensation 7 2 — — — Other charges 7 2 — — 1 Payments (27) (9) (1) — (1) Balance at December 31, 2012 $111 $33 $1 $— $11 Severance charges 5 1 — — — Stock compensation 1 — — — — Payments (64) (24) (1) — (5) Balance at December 31, 2013 $53 $10 $— $— $6 (a)Includes salary continuance and health and welfare severance benefits. Amounts primarily represent benefits provided for under Exelon’s ongoing severance plan.One-time termination benefits were not material for the years ended December 31, 2012 and December 31, 2013.(b)Primarily includes life insurance, employer payroll taxes, educational assistance, and outplacement services. Cash payments under the plan began in the second quarter of 2012. Substantially all cash payments under the plan are expected to bemade by the end of 2016. Ongoing Severance Plans The Registrants provide severance and health and welfare benefits under Exelon’s ongoing severance benefit plans to terminatedemployees in the normal course of business, which were not directly related to the merger with Constellation. These benefits are accrued forwhen the benefits are considered probable and can be reasonably estimated. For the years ended December 31, 2013, 2012, and 2011, the Registrants recorded the following severance costs associated with theseongoing severance benefits within operating and maintenance expense in their Consolidated Statements of Operations and ComprehensiveIncome: Severance Benefits Exelon Generation ComEd PECO BGE Severance charges—2013 $18 $16 $2 $— $— Severance charges—2012 19 14 2 1 3 Severance charges—2011 5 5 — — 4 (a)The amounts above for Generation include $2 million, $0 million, and $1 million for amounts billed by BSC through intercompany allocations for the years endedDecember 31, 2013, December 31, 2012, and December 31, 2011, respectively. Amounts billed by BSC to ComEd, PECO and BGE were not material. The severance liability balances associated with these ongoing severance benefits as of December 31, 2013 and 2012 are not material. 373(a)(b)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) 18. Preferred and Preference Securities (Exelon, ComEd, PECO and BGE) At December 31, 2013 and 2012, Exelon was authorized to issue up to 100,000,000 shares of preferred securities, none of which wereoutstanding. Preferred and Preference Securities of Subsidiaries At December 31, 2013 and 2012, ComEd prior preferred securities and ComEd cumulative preference securities consisted of 850,000shares and 6,810,451 shares authorized, respectively, none of which were outstanding. At December 31, 2012, PECO cumulative preferred securities, no par value, consisted of 15,000,000 shares authorized and theoutstanding amounts set forth below. Shares of preferred securities have full voting rights, including the right to cumulate votes in theelection of directors. On May 1, 2013, PECO redeemed all of its outstanding preferred securities. PECO had $87 million of cumulativepreferred securities that were redeemable at its option at any time for the redemption price established when each series was issued. Theredemption premium is treated as a reduction to Net income to arrive at Net income attributable to common shareholders utilized in thecalculation of the earnings per share for Exelon. December 31, RedemptionPrice 2013 2012 2013 2012 Shares Outstanding Dollar Amount Series (without mandatory redemption) $4.68 (Series D) $104.00 — 150,000 $— $15 $4.40 (Series C) 112.50 — 274,720 — 27 $4.30 (Series B) 102.00 — 150,000 — 15 $3.80 (Series A) 106.00 — 300,000 — 30 Total preferred securities — 874,720 $— $87 (a)Redeemable, at the option of PECO, at the indicated dollar amounts per share, plus accrued dividends. At December 31, 2013 and 2012, BGE cumulative preference stock, $100 par value, consisted of 6,500,000 shares authorized and theoutstanding amounts set forth below. Shares of BGE preference stock have no voting power except for the following: • The preference stock has one vote per share on any charter amendment which would create or authorize any shares of stockranking prior to or on a parity with the preference stock as to either dividends or distribution of assets, or which would substantiallyadversely affect the contract rights, as expressly set forth in BGE’s charter, of the preference stock, each of which requires theaffirmative vote of two-thirds of all the shares of preference stock outstanding; and • Whenever BGE fails to pay full dividends on the preference stock and such failure continues for one year, the preference stock shallhave one vote per share on all matters, until and unless such dividends shall have been paid in full. Upon liquidation, the holdersof the preference stock of each series outstanding are entitled to receive the par amount of their shares and an amount equal to theunpaid accrued dividends. 374 (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) December 31, RedemptionPrice 2013 2012 2013 2012 Shares Outstanding Dollar Amount Series (without mandatory redemption) 7.125%, 1993 Series $100.00 400,000 400,000 $40 $40 6.97%, 1993 Series 100.00 500,000 500,000 50 50 6.70%, 1993 Series 100.34 400,000 400,000 40 40 6.99%, 1995 Series 100.70 600,000 600,000 60 60 Total preference stock 1,900,000 1,900,000 $190 $190 (a)Redeemable, at the option of BGE, at the indicated dollar amounts per share, plus accrued and unpaid dividends. 19. Common Stock (Exelon, Generation, ComEd, PECO and BGE) The following table presents common stock authorized and outstanding as of December 31, 2013 and 2012: December 31, 2013 2012 Par Value Shares Authorized Shares Outstanding Common Stock Exelon no par value 2,000,000,000 857,290,484 854,781,389 ComEd $12.50 250,000,000 127,016,896 127,016,761 PECO no par value 500,000,000 170,478,507 170,478,507 BGE no par value 175,000,000 1,000 1,000 ComEd had 73,709 and 74,182 warrants outstanding to purchase ComEd common stock at December 31, 2013 and 2012,respectively. The warrants entitle the holders to convert such warrants into common stock of ComEd at a conversion rate of one share ofcommon stock for three warrants. At December 31, 2013 and 2012, 24,570 and 24,727 shares of common stock, respectively, werereserved for the conversion of warrants. Share Repurchases Share Repurchase Programs. In April 2004, Exelon’s Board of Directors approved a discretionary share repurchase program thatallowed Exelon to repurchase shares of its common stock on a periodic basis in the open market. The share repurchase program wasintended to mitigate, in part, the dilutive effect of shares issued under Exelon’s employee stock option plan and Exelon’s ESPP. Theaggregate value of the shares of common stock repurchased pursuant to the program cannot exceed the economic benefit received afterJanuary 1, 2004 due to stock option exercises and share purchases pursuant to Exelon’s ESPP. The economic benefit consists of the directcash proceeds from purchases of stock and the tax benefits associated with exercises of stock options. The 2004 share repurchase programhad no specified limit on the number of shares that could be repurchased and no specified termination date. In 2008, Exelon managementdecided to defer indefinitely any share repurchases. Any shares repurchased are held as treasury shares, at cost, unless cancelled orreissued at the discretion of Exelon’s management. Under the share repurchase programs, 35 million shares of common stock are held astreasury stock with a cost of $2.3 billion at December 31, 2013. During 2013, 2012 and 2011, Exelon had no common stock repurchases. 375 (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Stock-Based Compensation Plans Exelon grants stock-based awards through its LTIP, which primarily includes stock options, restricted stock units and performanceshare awards. At December 31, 2013, there were approximately 16 million shares authorized for issuance under the LTIP. For the yearsended December 31, 2013, 2012 and 2011, exercised and distributed stock-based awards were primarily issued from authorized butunissued common stock shares. The Compensation Committee of Exelon’s Board of Directors changed the mix of awards granted under the LTIP in 2013 byeliminating stock options in favor of the use of full value shares, consisting of performance shares and restricted stock. The performanceshare awards granted in 2013 will cliff vest at the end of a three-year performance period. The performance share awards granted in 2012 andearlier had a one-year performance period and vested ratably over three years. To address the reduction in annual award opportunity resultingfrom the transition to a three-year cliff vesting performance period, the Compensation Committee also approved a one-time grant ofperformance share transition awards in 2013, which will vest one-third after one year, with the remaining balance vesting over a two-yearperformance period. The following table presents the stock-based compensation expense included in Exelon’s Consolidated Statements of Operations forthe years ended December 31, 2013, 2012 and 2011: Year EndedDecember 31, Components of Stock-Based Compensation Expense 2013 2012 2011 Performance share awards $48 $46 $26 Restricted stock units 61 50 31 Stock options 3 15 8 Other stock-based awards 6 4 4 Total stock-based compensation expense included in operating and maintenance expense 118 115 69 Income tax benefit (44) (44) (27) Total after-tax stock-based compensation expense $74 $71 $42 The following table presents stock-based compensation expense (pre-tax) for the years ended December 31, 2013, 2012 and 2011: Year EndedDecember 31, Subsidiaries 2013 2012 2011 Generation $48 $42 $31 ComEd 9 11 5 PECO 5 5 5 BGE 6 5 6 BSC 50 52 28 Total $118 $115 $69 (a)BGE’s stock-based compensation expense (pre-tax) for December 31, 2012 excludes $2 million of cost incurred in 2012 prior to the closing of Exelon’s merger withConstellation on March 12, 2012. This amount is not included in Exelon’s stock-based compensation expense for the year ended December 31, 2012 shown in thetables titled Components of Stock-Based Compensation Expense and Subsidiaries above. 376(a)(d) (b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (b)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These amounts are not included in the Generation,ComEd, PECO and BGE amounts above.(c)The stock-based compensation expense (pre-tax) for December 31, 2013 reflects the impact of changes to the retirement eligibility requirements for employeesparticipating in the LTIP. In addition, the stock-based compensation expense at ComEd does not reflect the impact of the ComEd Key Manager Long-Term PerformanceProgram in 2013 for certain employees, which is not considered stock-based compensation expense under the applicable authoritative guidance. In 2012, theseemployees participated in the Exelon Restricted Stock Award Program.(d)The total stock-based compensation expense (pre-tax) for December 31, 2011 of $69 million does not include the $6 million expense for BGE as those costs wereincurred prior to the closing of Exelon’s merger with Constellation on March 12, 2012. There were no significant stock-based compensation costs capitalized during the years ended December 31, 2013, 2012 and 2011. Exelon receives a tax deduction based on the intrinsic value of the award on the exercise date for stock options and the distribution datefor performance share awards and restricted stock units. For each award, throughout the requisite service period, Exelon recognizes the taxbenefit related to compensation costs. The tax deductions in excess of the benefits recorded throughout the requisite service period arerecorded to common stock and are included in other financing activities within Exelon’s Consolidated Statements of Cash Flows. Thefollowing table presents information regarding Exelon’s tax benefits for the years ended December 31, 2013, 2012 and 2011: Year EndedDecember 31, 2013 2012 2011 Realized tax benefit when exercised/distributed: Stock options $— $3 $2 Restricted stock units 11 11 8 Performance share awards 11 7 7 Stock deferral plan 1 — 1 Excess tax benefits included in other financing activities of Exelon’s Consolidated Statements of Cash Flows: Stock options $— $2 $1 Stock Options Non-qualified stock options to purchase shares of Exelon’s common stock are granted under the LTIP. The exercise price of the stockoptions is equal to the fair market value of the underlying stock on the date of option grant. The vesting period of stock options is generallyfour years. All stock options expire ten years from the date of grant. There were no stock options granted in 2013. The Compensation Committee eliminated stock option grants by changing the mix oflong-term incentives for senior vice presidents (SVPs) and higher officers from 75% performance shares and 25% stock options to 67%performance shares and 33% restricted stock units. The value of stock options at the date of grant is expensed over the requisite service period using the straight-line method. The requisiteservice period for stock options is generally four years. However, certain stock options become fully vested upon the employee reachingretirement-eligibility. The value of the stock options granted to retirement-eligible employees is either recognized immediately upon the date ofgrant or through the date at which the employee reaches retirement eligibility. 377Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Historically, Exelon has granted most of its stock options in the first quarter of each year. Stock options granted during the remainingquarters of 2012 and 2011 were not significant. The fair value of each option is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The following tablepresents the weighted average assumptions used in the pricing model for grants and the resulting weighted average grant date fair value ofstock options granted for the years ended 2012 and 2011: Year EndedDecember 31, 2012 2011 Dividend yield 5.28% 4.84% Expected volatility 23.20% 24.40% Risk-free interest rate 1.30% 2.65% Expected life (years) 6.25 6.25 Weighted average grant date fair value (per share) $4.18 $6.22 The assumptions above relate to Exelon stock options granted during the periods presented and therefore do not include stock optionsthat were converted in connection with the merger with Constellation during the year ended 2012. The dividend yield is based on several factors, including Exelon’s most recent dividend payment at the grant date and the average stockprice over the previous year. Expected volatility is based on implied volatilities of traded stock options in Exelon’s common stock and historicalvolatility over the estimated expected life of the stock options. The risk-free interest rate for a security with a term equal to the expected life isbased on a yield curve constructed from U.S. Treasury strips at the time of grant. For each year presented, the expected life represents theperiod of time the stock options are expected to be outstanding and is based on the simplified method. Exelon believes that the simplifiedmethod is appropriate due to several factors that result in historical exercise data not being sufficient to determine a reasonable estimate ofexpected term. Exelon uses historical data to estimate employee forfeitures, which are compared to actual forfeitures on a quarterly basis andadjusted as necessary. The following table presents information with respect to stock option activity for the year ended December 31, 2013: Shares WeightedAverageExercisePrice(pershare) WeightedAverageRemainingContractualLife(years) AggregateIntrinsicValue Balance of shares outstanding at December 31, 2012 21,903,781 $45.91 Options reinstated 751,122 38.60 Options exercised (670,957) 28.02 Options forfeited (54,743) 39.36 Options expired (893,758) 49.08 Balance of shares outstanding at December 31, 2013 21,035,445 $46.07 4.72 $10 Exercisable at December 31, 2013 (a) 20,188,327 $46.31 4.58 $10 (a)Includes stock options issued to retirement eligible employees. 378Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table summarizes additional information regarding stock options exercised for the years ended December 31, 2013, 2012and 2011: Year EndedDecember 31, 2013 2012 2011 Intrinsic value $4 $19 $5 Cash received for exercise price 19 47 13 (a)The difference between the market value on the date of exercise and the option exercise price. The following table summarizes Exelon’s nonvested stock option activity for the year ended December 31, 2013: Shares Weighted AverageExercise Price(per share) Nonvested at December 31, 2012 (a) 1,960,665 $40.56 Vested (1,058,804) 40.89 Forfeited (54,743) 39.36 Nonvested at December 31, 2013 (a) 847,118 $40.22 (a)Excludes 1,348,913 and 2,647,536 of stock options issued to retirement-eligible employees as of December 31, 2013 and December 31, 2012, respectively, as they arefully vested. At December 31, 2013, $2 million of total unrecognized compensation costs related to nonvested stock options are expected to berecognized over the remaining weighted-average period of 1.6 years. Restricted Stock Units Restricted stock units are granted under the LTIP with the majority being settled in a specific number of shares of common stock afterthe service condition has been met. The corresponding cost of services is measured based on the grant date fair value of the restricted stockunit issued. The value of the restricted stock units is expensed over the requisite service period using the straight-line method. The requisite serviceperiod for restricted stock units is generally three to five years. However, certain restricted stock unit awards become fully vested upon theemployee reaching retirement-eligibility. The value of the restricted stock units granted to retirement-eligible employees is either recognizedimmediately upon the date of grant or through the date at which the employee reaches retirement eligibility. Exelon uses historical data toestimate employee forfeitures, which are compared to actual forfeitures on a quarterly basis and adjusted as necessary. The following table summarizes Exelon’s nonvested restricted stock unit activity for the year ended December 31, 2013: Shares Weighted AverageGrant Date FairValue (per share) Nonvested at December 31, 2012 (a) 2,029,161 $42.12 Granted 2,828,187 31.06 Vested (842,439) 42.90 Forfeited (108,199) 36.37 Undistributed vested awards (b) (520,013) 32.62 Nonvested at December 31, 2013 (a) 3,386,697 $34.10 379 (a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Excludes 931,628 and 686,121 of restricted stock units issued to retirement-eligible employees as of December 31, 2013 and December 31, 2012, respectively, as theyare fully vested.(b)Represents restricted stock units that vested but were not distributed to retirement-eligible employees during 2013. The weighted average grant date fair value (per share) of restricted stock units granted for the years ended December 31, 2013, 2012and 2011 was $31.06, $39.94 and $43.33, respectively. At December 31, 2013 and 2012, Exelon had obligations related to outstandingrestricted stock units not yet settled of $77 million and $58 million, respectively, which are included in common stock in Exelon’sConsolidated Balance Sheets. For the years ended December 31, 2013, 2012 and 2011, Exelon settled restricted stock units with fair valuetotaling $28 million, $25 million and $19 million, respectively. At December 31, 2013, $64 million of total unrecognized compensation costsrelated to nonvested restricted stock units are expected to be recognized over the remaining weighted-average period of 2.5 years. Performance Share Awards Performance share awards are granted under the LTIP. The 2013 and 2012 performance share awards are being settled 50% incommon stock and 50% in cash at the end of the three-year performance period except for awards granted to executive vice presidents andhigher officers that may be settled 100% in cash if certain ownership requirements are satisfied. The performance shares granted prior to2012 generally vest and settle over a three-year period with the holders receiving shares of common stock and/or cash annually during thevesting period. The one-time 2013 performance share transition awards, which provide an opportunity to earn an award contingent on companyperformance, will be settled 50% in common stock and 50% in cash, except for awards granted to executive vice presidents and higherofficers that may be settled 100% in cash if certain ownership requirements are satisfied. One-third of the award vests and is payable after aone-year performance period while the remaining two-thirds vests and is payable after a two-year performance period. The payout of the 2013 performance share awards and one-time performance share transition awards are based on the Company’sperformance against specific operational and financial goals set annually during the respective performance periods. As a result, the 2013performance share awards have been divided into equal tranches for the purpose of expense recognition as though the respective award weremultiple awards; with each tranche representing a corresponding fiscal year. The one-time performance share transition awards have alsobeen divided into multiple tranches for the purpose of expense recognition. One tranche reflects the one-third of the awards that vests and arepayable after a one-year period. The two-thirds of the one-time performance share transition awards that are subject to a two-year performanceperiod have also been divided into equal tranches; with each tranche representing a corresponding fiscal year. The grant date for each trancheof the 2013 performance share and one-time performance share transition awards is the date in which the performance goals for that fiscalyear are approved and communicated, which typically occurs at the corresponding January Compensation Committee meeting. The 2013 performance share awards and one-time performance share transition awards are recorded at fair value at the grant dates foreach tranche, with the estimated grant date fair value based on the expected payout of the award, which may range from 50% to 150% of thepayout target. The 2013 performance share awards also include a total shareholder return modifier (TSR) that may increase or decrease theaward up to 25% and an individual performance modifier (IPM) that can 380Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) decrease the award by up to 50% or increase the award by up to 10% for SVPs and higher officers or up to 20% for vice presidents. The one-time performance share transition award is not affected by either TSR or the IPM. The common stock portion of the performance share and one-time performance share transition awards is considered an equity awardbeing valued based on Exelon’s stock price on the grant date. The cash portion of the awards is considered a liability award which isremeasured each reporting period based on Exelon’s current stock price. As the value of the common stock and cash portions of the awardsare based on Exelon’s stock price during the performance period, coupled with changes in the total shareholder return modifier and expectedpayout of the award, the compensation costs are subject to volatility until payout is established. The 2012 performance share awards are recorded at fair value at the date of grant with the estimated grant date fair value based on theexpected payout of the award, which may range from 75% to 125% of the payout target. The common stock portion is considered an equityaward with the 75% payout floor being valued based on Exelon’s stock price on the grant date. The cash portion of the award is considered aliability award with the 75% payout floor being remeasured each reporting period based on Exelon’s current stock price. The expected payoutin excess of the 75% floor for the equity and liability portions are remeasured each reporting period based on Exelon’s current stock price andchanges in the expected payout of the award; therefore these portions of the award are subject to volatility until the payout is established. For nonretirement-eligible employees, stock-based compensation costs are recognized over the vesting period of three years using thegraded-vesting method. For performance share and one-time performance share transition awards granted to retirement-eligible employees,the value of the performance shares in recognized ratably over the vesting period, which is the year of grant. The following table summarizes Exelon’s nonvested performance share awards activity for the year ended December 31, 2013: Shares Weighted AverageGrant Date FairValue (per share) Nonvested at December 31, 2012 (a) 1,312,734 $40.08 Granted 2,629,171 31.55 Vested (612,624) 40.13 Forfeited (24,451) 32.17 Undistributed vested awards (b) (1,290,640) 34.28 Nonvested at December 31, 2013 (a) 2,014,190 $32.74 (a)Excludes 1,411,824 and 204,643 of performance share awards issued to retirement-eligible employees as of December 31, 2013 and December 31, 2012, respectively,as they are fully vested.(b)Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2013. The weighted average grant date fair value (per share) of performance share awards granted during the years ended December 31,2013, 2012 and 2011 was $31.55, $39.71, and $43.52, respectively. During the years ended December 31, 2013, 2012 and 2011, Exelonsettled performance shares with a fair value totaling $26 million, $23 million and $22 million, respectively, of which $12 million, $3 millionand $10 million was paid in cash, respectively. As of December 31, 2013, $34 million of total unrecognized compensation costs related tononvested performance shares are expected to be recognized over the remaining weighted-average period of 1.7 years. 381Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table presents the balance sheet classification of obligations related to outstanding performance share awards not yetsettled: December 31, 2013 2012 Current liabilities $13 $7 Deferred credits and other liabilities 24 11 Common stock 32 35 Total $69 $53 (a)Represents the current liability related to performance share awards expected to be settled in cash.(b)Represents the long-term liability related to performance share awards expected to be settled in cash. 20. Earnings Per Share and Equity (Exelon) Earnings per Share Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stockoutstanding, including shares to be issued upon exercise of stock options, performance share awards and restricted stock outstanding underExelon’s LTIPs considered to be common stock equivalents. The following table sets forth the components of basic and diluted earnings pershare and shows the effect of these stock options, performance share awards and restricted stock on the weighted average number of sharesoutstanding used in calculating diluted earnings per share: Year Ended December 31, 2013 2012 2011 Net income attributable to common shareholders $1,719 $1,160 $2,495 Weighted average common shares outstanding—basic 856 816 663 Assumed exercise and/or distributions of stock-based awards 4 3 2 Weighted average common shares outstanding—diluted 860 819 665 The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect wasapproximately 20 million in 2013, 14 million in 2012 and 9 million in 2011. Under share repurchase programs, 35 million shares of common stock are held as treasury stock with a cost of $2.3 billion as ofDecember 31, 2013. In 2008, Exelon management decided to defer indefinitely any share repurchases. Preferred Securities Redemption (Exelon and PECO) On May 1, 2013, PECO redeemed all of its outstanding preferred securities. PECO had $87 million of cumulative preferred securitiesthat were redeemable at its option at any time for the redemption price established when each series of securities were issued. Theredemption premium of $6 million is treated as a reduction to Net income to arrive at Net income attributable to common shareholdersutilized in the calculation of earnings per share for Exelon for the year ending December 31, 2013. As a result of the redemption, PECO isnow indirectly, wholly-owned by Exelon. 382 (a) (b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) 21. Changes in Accumulated Other Comprehensive Income (Exelon, Generation, and PECO) The following table presents changes in accumulated other comprehensive income (loss) (AOCI) by component for the year endedDecember 31, 2013: Gains and(Losses) onCash FlowHedges UnrealizedGains and(Losses) onMarketableSecurities Pension andNon-PensionPostretirementBenefit Planitems ForeignCurrencyItems AOCI ofEquityInvestments Total Exelon Beginning balance $368 $— $(3,137) $— $2 $(2,767) OCI before reclassifications 29 2 669 (10) 101 791 Amounts reclassified from AOCI (277) — 208 — 5 (64) Net current-period OCI (248) 2 877 (10) 106 727 Ending balance $120 $2 $(2,260) $(10) $108 $(2,040) Generation Beginning balance $512 $— $— $— $1 $513 OCI before reclassifications 15 2 — (10) 102 109 Amounts reclassified from AOCI (413) — — — 5 (408) Net current-period OCI (398) 2 — (10) 107 (299) Ending balance $114 $2 $— $(10) $108 $214 PECO Beginning balance $— $1 $— $— $— $1 OCI before reclassifications — — — — — — Amounts reclassified from AOCI — — — — — — Net current-period OCI — — — — — — Ending balance $— $1 $— $— $— $1 (a)All amounts are net of tax. Amounts in parenthesis represent a decrease in accumulated other comprehensive income.(b)See next table for details about these reclassifications. 383(a)(b)(a)(b)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) ComEd, PECO, and BGE did not have any reclassifications out of AOCI to Net Income during the year ended December 31, 2013.The following table presents amounts reclassified out of AOCI to Net Income for Exelon and Generation during the year ended December 31,2013: Details about AOCI components Items reclassified out of AOCI Affected line item in the statementwhere Net Income is presented Exelon Generation Gains and (losses) on cash flow hedges Energy related hedges $464 $683 Operating revenuesOther cash flow hedges (3) — Interest expense 461 683 Total before tax (184) (270) Tax expense $277 $413 Net of taxAmortization of pension and otherpostretirement benefit plan itemsPrior service costs $(2) $— Actuarial losses (339) — Deferred compensation unit plan (1) — (342) — Total before tax 134 — Tax benefit $(208) $— Net of taxEquity investments Capital activity $(8) $(8) Equity in losses of unconsolidated affiliates (8) (8) Total before tax 3 3 Tax benefit $(5) $(5) Net of taxTotal Reclassifications $64 $408 Net of Tax (a)Amounts in parenthesis represent a decrease in net income.(b)This accumulated other comprehensive income component is included in the computation of net periodic pension and OPEB cost (see note 16 for additional details).(c)Amortization of the deferred compensation unit plan is allocated to capital and operating and maintenance expense. 22. Commitments and Contingencies (Exelon, Generation, ComEd, PECO and BGE) Nuclear Insurance Generation is subject to liability, property damage and other risks associated with major incidents at any of its nuclear stations,including the CENG nuclear stations. Generation has reduced its financial exposure to these risks through insurance and other industryrisk-sharing provisions. The Price-Anderson Act was enacted to ensure the availability of funds for public liability claims arising from an incident at any of theU.S. licensed nuclear facilities and also to limit the liability of nuclear reactor owners for such claims from any single incident. As ofDecember 31, 2013, the current liability limit per incident was $13.6 billion and is subject to change to account for the effects of inflation andchanges in the number of licensed reactors. An inflation adjustment must be made at least once 384(a)(b)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) every 5 years and the last inflation adjustment was made effective September 10, 2013. In accordance with the Price-Anderson Act,Generation maintains financial protection at levels equal to the amount of liability insurance available from private sources through thepurchase of private nuclear energy liability insurance for public liability claims that could arise in the event of an incident. As of January 1,2013, the amount of nuclear energy liability insurance purchased is $375 million for each operating site. Additionally, the Price-Anderson Actrequires a second layer of protection through the mandatory participation in a retrospective rating plan for power reactors (currently 104reactors) resulting in an additional $13.2 billion in funds available for public liability claims. Participation in this secondary financial protectionpool requires the operator of each reactor to fund its proportionate share of costs for any single incident that exceeds the primary layer offinancial protection. Under the Price-Anderson Act, the maximum assessment in the event of an incident for each nuclear operator, perreactor, per incident (including a 5% surcharge), is $127.3 million, payable at no more than $19 million per reactor per incident per year.Exelon’s maximum liability per incident is approximately $2.4 billion. In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay public liability claims exceedingthe $13.6 billion limit for a single incident. Generation is required each year to report to the NRC the current levels and sources of property insurance that demonstratesGeneration possesses sufficient financial resources to stabilize and decontaminate a reactor and reactor station site in the event of anaccident. The property insurance maintained for each facility is currently provided through insurance policies purchased from NEIL, anindustry mutual insurance company of which Generation is a member. NEIL may declare distributions to its members as a result of favorable operating experience. In recent years NEIL has madedistributions to its members, but Generation cannot predict the level of future distributions or if they will continue at all. NEIL declared adistribution for 2013, of which Generation’s portion was $18.5 million. The distribution was recorded as a reduction to Operating andmaintenance expense within Exelon and Generation’s Consolidated Statements of Operations and Comprehensive Income. Nodistributions were declared in 2011 or 2012. Premiums paid to NEIL by its members are subject to assessment for adverse loss experience(the retrospective premium obligation). NEIL has never exercised this assessment since its formation in 1973, and while Generation cannotpredict the level of future assessments, or if they will be imposed at all, as of December 31, 2013, the current maximum aggregate annualretrospective premium obligation for Generation is approximately $287 million. NEIL provides “all risk” property damage, decontamination and premature decommissioning insurance for each station for lossesresulting from damage to its nuclear plants, either due to accidents or acts of terrorism. As of December 31, 2013, Generation’s current limitfor this coverage is $2.1 billion. For property limits in excess of the first $1.25 billion of that limit, Generation participates in an $850 millionsingle limit blanket policy shared by all the Generation operating nuclear sites and the Salem and Hope Creek nuclear sites. This blanketlimit is not subject to automatic reinstatement in the event of a loss. In the event of an accident, insurance proceeds must first be used forreactor stabilization and site decontamination. If the decision is made to decommission the facility, a portion of the insurance proceeds will beallocated to a fund, which Generation is required by the NRC to maintain, to provide for decommissioning the facility. In the event of aninsured loss, Generation is unable to predict the timing of the availability of insurance proceeds to Generation and the amount of suchproceeds that would be available. Under the terms of the various insurance agreements, Generation could be assessed up to $229 millionper year for losses incurred at any plant insured by the insurance company (the retrospective premium obligation). In the event that one ormore acts of terrorism cause accidental property damage within a twelve-month period from the first accidental 385Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) property damage under one or more policies for all insured plants, the maximum recovery for all losses by all insureds will be an aggregateof $3.2 billion plus such additional amounts as the insurer may recover for all such losses from reinsurance, indemnity and any othersource, applicable to such losses. The $3.2 billion maximum recovery limit is not applicable, however, in the event of a “certified act ofterrorism” as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program ReauthorizationAct of 2007. The Terrorism Risk Insurance Act expires on December 31, 2014. Additionally, NEIL provides replacement power cost insurance in the event of a major accidental outage at an insured nuclear station.The premium for this coverage is subject to assessment for adverse loss experience. Generation’s maximum share of any assessment is$58 million per year (the retrospective premium obligation). Recovery under this insurance for terrorist acts is subject to the $3.2 billionaggregate limit and secondary to the property insurance described above. This limit would not apply in cases of certified acts of terrorismunder the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007, asdescribed above. NEIL requires its members to maintain an investment grade credit rating or to ensure collectability of their annual retrospectivepremium obligation by providing a financial guarantee, letter of credit, deposit premium, or some other means of assurance. For its insured losses, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount ofinsurance maintained. Uninsured losses and other expenses, to the extent not recoverable from insurers or the nuclear industry, could alsobe borne by Generation. Any such losses could have a material adverse effect on Exelon’s and Generation’s financial condition, results ofoperations and liquidity. Spent Nuclear Fuel Obligation Under the NWPA, the DOE is responsible for the development of a geologic repository for and the disposal of SNF and high-levelradioactive waste. As required by the NWPA, Generation is a party to contracts with the DOE (Standard Contracts) to provide for disposal ofSNF from Generation’s nuclear generating stations. In accordance with the NWPA and the Standard Contracts, Generation pays the DOEone mill ($0.001) per kWh of net nuclear generation for the cost of SNF disposal. This fee may be adjusted prospectively in order to ensurefull cost recovery. The NWPA and the Standard Contracts required the DOE to begin taking possession of SNF generated by nucleargenerating units by no later than January 31, 1998. The DOE, however, failed to meet that deadline and its performance will be delayedsignificantly. On November 19, 2013, the United States Court of Appeals for the District of Columbia Circuit ordered the DOE to submit toCongress a proposal to reduce the current SNF disposal fee to zero, unless and until there is a viable disposal program. On January 3, 2014,the DOE filed a petition for rehearing. On the same date, as ordered by the court, the DOE submitted a proposal to Congress to reduce thecurrent SNF disposal fee to zero, subject to any further judicial decision. The DOE’s submitted proposal becomes effective after the 90-days ofcontinuous session of the Congress unless there is Congressional action contrary to the DOE proposal. However, if the court grants thepetition for rehearing, the proposal to eliminate the fee (and the review period) will be held in suspense until after the court rules. Until suchtime as a new fee structure is in effect, Generation must continue to pay the current SNF disposal fees. The 2010 Federal budget (which became effective October 1, 2009) eliminated almost all funding for the creation of the Yucca Mountainrepository while the Obama administration devised a new strategy for long-term SNF management. A Blue Ribbon Commission (BRC) onAmerica’s Nuclear 386Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Future, appointed by the U.S. Energy Secretary, released a report on January 26, 2012, detailing comprehensive recommendations forcreating a safe, long-term solution for managing and disposing of the nation’s spent nuclear fuel and high-level radioactive waste. In early 2013, the DOE issued an updated “Strategy for the Management and Disposal of Used Nuclear Fuel and High-LevelRadioactive Waste” in response to the BRC recommendations. This strategy included a consolidated interim storage facility that is planned tobe operational in 2025. Generation uses the 2025 date as the assumed date for when the DOE will begin accepting SNF for purposes of determining nucleardecommissioning asset retirement obligations. The extended delay in SNF acceptance by the DOE has led to Generation’s adoption of drycask storage at its Dresden, Clinton, Limerick, Oyster Creek, Peach Bottom, Byron, Braidwood, LaSalle and Quad Cities stations. In August 2004, Generation and the DOJ, in close consultation with the DOE, reached a settlement under which the governmentagreed to reimburse Generation, subject to certain damage limitations based on the extent of the government’s breach, for costs associatedwith storage of SNF at Generation’s nuclear stations pending the DOE’s fulfillment of its obligations. Generation submits annualreimbursement requests to the DOE for costs associated with the storage of SNF. In all cases, reimbursement requests are made only aftercosts are incurred and only for costs resulting from DOE delays in accepting the SNF. Under the settlement agreement, Generation has received cash reimbursements for costs incurred through April 30, 2013, totalingapproximately $712 million ($601 million after considering amounts due to co-owners of certain nuclear stations and to the former owner ofOyster Creek). As of December 31, 2013, the amount of SNF storage costs for which reimbursement will be requested from the DOE underthe settlement agreement is $71 million, which is recorded within Accounts receivable, other. Of this amount, $18 million representsamounts owed to the co-owners of the Peach Bottom and Quad Cities generating facilities. CENG entered into settlement agreements with the DOE during 2011 and 2012 to recover damages caused by the DOE’s failure tocomply with legal and contractual obligations to dispose of spent nuclear fuel related to the Ginna, Calvert Cliffs and Nine Mile Point nuclearpower plants. At December 31, 2012, Generation had approximately $22 million recorded as a receivable from CENG with respect to costsincurred by Constellation prior to the formation of the CENG joint venture for the Nine Mile Point and Calvert Cliffs nuclear powerplants. CENG received the funds for the Nine Mile Point and Calvert Cliffs settlement from the DOE in January 2013 and February 2013,respectively, and remitted the $22 million to Generation. The Standard Contracts with the DOE also required the payment to the DOE of a one-time fee applicable to nuclear generation throughApril 6, 1983. The fee related to the former PECO units has been paid. Pursuant to the Standard Contracts, ComEd previously elected todefer payment of the one-time fee of $277 million for its units (which are now part of Generation), with interest to the date of payment, untiljust prior to the first delivery of SNF to the DOE. As of December 31, 2013, the unfunded SNF liability for the one-time fee with interest was$1,021 million. Interest accrues at the 13-week Treasury Rate. The 13-week Treasury Rate in effect, for calculation of the interest accrual atDecember 31, 2013, was 0.051%. The liabilities for SNF disposal costs, including the one-time fee, were transferred to Generation as part ofExelon’s 2001 corporate restructuring. The outstanding one-time fee obligations for the Oyster Creek and TMI units remain with the formerowners. Clinton has no outstanding obligation. See Note 11—Fair Value of Assets and Liabilities for additional information. 387Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Energy Commitments Generation’s customer facing activities include the physical delivery and marketing of power obtained through its generation capacity,and long-, intermediate- and short-term contracts. Generation maintains an effective supply strategy through ownership of generation assetsand power purchase and lease agreements. Generation has also contracted for access to additional generation through bilateral long-termPPAs. These agreements are firm commitments related to power generation of specific generation plants and/or are dispatchable in nature.Several of Generation’s long-term PPAs, which have been determined to be operating leases, have significant contingent rental paymentsthat are dependent on the future operating characteristics of the associated plants, such as plant availability. Generation recognizes contingentrental expense when it becomes probable of payment. Generation enters into PPAs with the objective of obtaining low-cost energy supplysources to meet its physical delivery obligations to its customers. Generation has also purchased firm transmission rights to ensure that ithas reliable transmission capacity to physically move its power supplies to meet customer delivery needs. The primary intent and businessobjective for the use of its capital assets and contracts is to provide Generation with physical power supply to enable it to deliver energy tomeet customer needs. In addition to physical contracts, Generation uses financial contracts for economic hedging purposes and, to a lesserextent, as part of proprietary trading activities. Generation has entered into bilateral long-term contractual obligations for sales of energy to load-serving entities, including electricutilities, municipalities, electric cooperatives and retail load aggregators. Generation also enters into contractual obligations to deliver energyto market participants who primarily focus on the resale of energy products for delivery. Generation provides for delivery of its energy to thesecustomers through firm transmission. As part of reaching a comprehensive agreement with EDF in October 2010, the existing power purchase agreements with CENG weremodified to be unit-contingent through the end of their original term in 2014. Under these agreements, CENG has the ability to fix the energyprice on a forward basis by entering into monthly energy hedge transactions for a portion of the future sale, while any unhedged portions willbe provided at market prices by default. Additionally, beginning in 2015 and continuing to the end of the life of the respective plants,Generation agreed to purchase 50.01% of the nuclear plant output owned by CENG at market prices. Generation discloses in the table belowcommitments to purchase from CENG at fixed prices. All commitments to purchase at market prices, which include all purchasessubsequent to December 31, 2014, are excluded from the table. Generation continues to own a 50.01% membership interest in CENG thatis accounted for as an equity method investment. See Note 5—Investment in Constellation Energy Nuclear Group, LLC and Note 25—Related Party Transactions for more details on this arrangement. At December 31, 2013, Generation’s short- and long-term commitments, relating to the purchases from unaffiliated utilities and othersof energy, capacity and transmission rights, are as indicated in the following tables: Net CapacityPurchases RECPurchases Transmission RightsPurchases Purchased Energyfrom CENG Total 2014 $412 $117 $25 $824 $1,378 2015 367 110 13 — 490 2016 284 76 2 — 362 2017 223 25 2 — 250 2018 112 3 2 — 117 Thereafter 414 3 32 — 449 Total $1,812 $334 $76 $824 $3,046 388(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Net capacity purchases include PPAs and other capacity contracts including those that are accounted for as operating leases. Amounts presented in the commitmentsrepresent Generation’s expected payments under these arrangements at December 31, 2013, net of fixed capacity payments expected to be received by Generationunder contracts to resell such acquired capacity to third parties under long-term capacity sale contracts. Expected payments include certain fixed capacity chargeswhich may be reduced based on plant availability.(b)The table excludes renewable energy purchases that are contingent in nature.(c)Transmission rights purchases include estimated commitments for additional transmission rights that will be required to fulfill firm sales contracts. ComEd purchases its expected energy requirements through an ICC approved competitive bidding process administered by the IPAand spot market purchases. See Note 3—Regulatory Matters for further information. Since 2009, PECO has entered into contracts through a competitive procurement process in order to meet a portion of its default servicecustomers’ electric supply requirements for 2011 through 2016. See Note 3—Regulatory Matters for further information regarding the DSPPrograms. ComEd is subject to requirements established by the Illinois Settlement Legislation and the Energy Infrastructure Modernization Actrelated to the use of alternative energy resources. PECO is subject to requirements related to the use of alternative energy resourcesestablished by the AEPS Act. BGE is subject to requirements established by the Public Utilities Article in Maryland related to the use ofalternative energy resources; however, the wholesale suppliers that supply power to BGE through SOS procurement auctions have theobligation, by contract with BGE, to meet the RPS requirement. BGE has entered into contracts with curtailment services providers inaccordance with the March 2009 MDPSC order. See Note 3—Regulatory Matters for additional information relating to electric generationprocurement, alternative energy resources and energy efficiency programs. ComEd’s, PECO’s and BGE’s electric supply procurement, curtailment services, REC and AEC purchase commitments as ofDecember 31, 2013 are as follows: Total Expiration within 2014 2015 2016 2017 2018 2019and beyond ComEd Electric supply procurement $736 $323 $136 $137 $140 $— $— Renewable energy and RECs 1,589 72 74 76 77 83 1,207 PECO Electric supply procurement 681 590 91 — — — — AECs 14 2 2 2 2 2 4 BGE Electric supply procurement 1,256 783 400 73 — — — Curtailment services 132 45 40 34 13 — — (a)ComEd entered into various contracts for the procurement of electricity that started to expire in 2012, and will continue to expire through 2017. ComEd is permitted torecover its electric supply procurement costs from retail customers with no mark-up. See Note 3—Regulatory Matters for additional information.(b)ComEd entered into 20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover its renewable energy and REC costsfrom retail customers with no mark-up. The annual commitments represent the maximum settlements with suppliers for renewable energy and RECs under theexisting contract terms. Pursuant to the ICC’s Order on December 19, 2012, ComEd’s commitments under the existing long-term contracts were reduced for the June2013 through May 2014 procurement period. The ICC’s December 18, 2013 order approved the reduction of ComEd’s commitments under the long-term contracts forthe June 2014 through May 2015 procurement period, however the amount of the reduction will not be finalized and approved by the ICC until March 2014. See Note3—Regulatory Matters for additional information. 389(a)(b)(c)(d)(e)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (c)PECO entered into various contracts for the procurement of electric supply to serve its default service customers that expire between 2014 and 2015. PECO is permittedto recover its electric supply procurement costs from default service customers with no mark-up in accordance with its PAPUC-approved DSP Programs. See Note 3—Regulatory Matters for additional information.(d)PECO is subject to requirements related to the use of alternative energy resources established by the AEPS Act. See Note 3—Regulatory Matters for additionalinformation.(e)BGE entered into various contracts for the procurement of electricity beginning 2013 through 2016. The cost of power under these contracts is recoverable underMDPSC approved fuel clauses. See Note 3—Regulatory Matters for additional information.(f)BGE has entered into various contracts with curtailment services providers related to transactions in PJM’s capacity market. See Note 3—Regulatory Matters foradditional information. Fuel Purchase Obligations In addition to the energy commitments described above, Generation has commitments to purchase fuel supplies for nuclear and fossilgeneration. PECO and BGE have commitments to purchase natural gas, related transportation, storage capacity and services to servecustomers in their gas distribution service territory. As of December 31, 2013, these net commitments were as follows: Total Expiration within 2014 2015 2016 2017 2018 2019and beyond Generation $8,490 $1,212 $1,256 $1,040 $1,044 $763 $3,175 PECO 507 179 112 98 37 15 66 BGE 609 129 59 57 57 51 256 Other Purchase Obligations The Registrants’ other purchase obligations as of December 31, 2013, which primarily represent commitments for services, materialsand information technology, are as follows: Total Expiration within 2014 2015 2016 2017 2018 2019and beyond Exelon $262 $61 $34 $32 $31 $26 $78 Generation 504 170 131 45 42 30 86 ComEd 122 88 5 5 5 5 14 PECO 40 30 1 1 1 1 6 BGE 53 44 2 5 2 — — (a)Purchase obligations include commitments related to smart meter installation. See Note 3 - Regulatory Matters for additional information. 390(a)(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Commercial Commitments Exelon’s commercial commitments as of December 31, 2013, representing commitments potentially triggered by future events, wereas follows: Total Expiration within 2014 2015 2016 2017 2018 2019and beyond Letters of credit (non-debt) $1,520 $1,217 $298 $— $5 $— $— Surety bonds 339 301 2 6 4 1 25 Performance guarantees 1,107 350 — — — — 757 Energy marketing contract guarantees 3,161 3,161 — — — — — Lease guarantees 44 — — — — — 44 Nuclear insurance premiums 3,529 — — — — — 3,529 Total commercial commitments $9,700 $5,029 $300 $6 $9 $1 $4,355 (a)Letters of credit (non-debt)—Exelon and certain of its subsidiaries maintain non-debt letters of credit to provide credit support for certain transactions as requested bythird parties.(b)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.(c)Performance guarantees—Guarantees issued to ensure performance under specific contracts, including $211 million issued on behalf of CENG nuclear generatingfacilities for credit support, $200 million of Trust Preferred Securities of ComEd Financing III, $178 million of Trust Preferred Securities of PECO Trust III and IV and$250 million of Trust Preferred Securities of BGE Capital Trust II.(d)Energy marketing contract guarantees—Guarantees issued to ensure performance under energy commodity contracts. Amount includes approximately $3 billion ofguarantees previously issued by Constellation on behalf of its Generation and NewEnergy business to allow it the flexibility needed to conduct business withcounterparties without having to post other forms of collateral. The majority of these guarantees contain evergreen provisions that require the guarantee to remain ineffect until cancelled. Exelon’s estimated net exposure for obligations under commercial transactions covered by these guarantees is approximately $463 million atDecember 31, 2013, which represents the total amount Exelon could be required to fund based on December 31, 2013 market prices.(e)Lease guarantees—Guarantees issued to ensure payments on building leases.(f)Nuclear insurance premiums—Represents the maximum amount that Generation would be required to pay for retrospective premiums in the event of nucleardisaster at any domestic site under the Secondary Financial Protection pool as required under the Price-Anderson Act as well as the current aggregate annualretrospective premium obligation that could be imposed by NEIL. See the Nuclear Insurance section within this note for additional details on Generation’s nuclearinsurance premiums. Generation’s commercial commitments as of December 31, 2013, representing commitments potentially triggered by future events,were as follows: Total Expiration within 2014 2015 2016 2017 2018 2019and beyond Letters of credit (non-debt) $1,477 $1,174 $298 $— $5 $— $— Performance guarantees 357 343 — — — — 14 Energy marketing contract guarantees 832 832 — — — — — Nuclear insurance premiums 3,529 — — — — — 3,529 Total commercial commitments $6,195 $2,349 $298 $— $5 $— $3,543 (a)Letters of credit (non-debt)—Non-debt letters of credit maintained to provide credit support for certain transactions as requested by third parties.(b)Performance guarantees—Guarantees issued to ensure performance under specific contracts including $211 million issued on behalf of CENG nuclear generatingfacilities for credit support. 391 (a) (b)(c)(d) (e)(f) (a)(b) (c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (c)Energy marketing contract guarantees—Guarantees issued to ensure performance under energy commodity contracts. Amount includes approximately $749 millionof guarantees previously issued by Constellation on behalf of its Generation and NewEnergy business to allow it the flexibility needed to conduct business withcounterparties without having to post other forms of collateral. The majority of these guarantees contain evergreen provisions that require the guarantee to remain ineffect until cancelled. Generation’s estimated net exposure for obligations under commercial transactions covered by these guarantees is approximately $0.2 billion atDecember 31, 2013, which represents the total amount Generation could be required to fund based on December 31, 2013 market prices.(d)Nuclear insurance premiums—Represents the maximum amount that Generation would be required to pay for retrospective premiums in the event of nucleardisaster at any domestic site under the Secondary Financial Protection pool as required under the Price-Anderson Act as well as the current aggregate annualretrospective premium obligation that could be imposed by NEIL. See Nuclear Insurance section within this note for additional details on Generation’s nuclearinsurance premiums. ComEd’s commercial commitments as of December 31, 2013, representing commitments potentially triggered by future events, wereas follows: Total Expiration within 2014 2015 2016 2017 2018 2019and beyond Letters of credit (non-debt) $19 $19 $— $— $— $— $— Surety bonds 9 9 — — — — — Performance guarantees 200 — — — — — 200 Total commercial commitments $228 $28 $— $— $— $— $200 (a)Letters of credit (non-debt)—ComEd maintains non-debt letters of credit to provide credit support for certain transactions as requested by third parties.(b)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.(c)Performance guarantees—Reflects full and unconditional guarantee of Trust Preferred Securities of ComEd Financing III which is a 100% owned finance subsidiaryof ComEd. PECO’s commercial commitments as of December 31, 2013, representing commitments potentially triggered by future events, wereas follows: Total Expiration within 2014 2015 2016 2017 2018 2019and beyond Letters of credit (non-debt) $22 $22 $— $— $— $— $— Surety bonds 3 3 — — — — — Performance guarantees 178 — — — — — 178 Total commercial commitments $203 $25 $— $— $— $— $178 (a)Letters of credit (non-debt)—PECO maintains non-debt letters of credit to provide credit support for certain transactions as requested by third parties.(b)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.(c)Performance guarantees—Reflects full and unconditional guarantee of Trust Preferred Securities of PECO Trust III and IV, which are 100% owned financesubsidiaries of PECO. 392 (a) (b)(c) (a) (b) (c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) BGE’s commercial commitments as of December 31, 2013, representing commitments potentially triggered by future events, were asfollows: Total Expiration within 2014 2015 2016 2017 2018 2019and beyond Letters of credit (non-debt) $1 $1 $— $— $— $— $— Surety bonds 9 9 — — — — — Performance guarantees 250 — — — — — 250 Total commercial commitments $260 $10 $— $— $— $— $250 (a)Letters of credit (non-debt)—BGE maintains non-debt letters of credit to provide credit support for certain transactions as requested by third parties.(b)Surety bond—Guarantees issued related to contract and commercial agreements, excluding bid bonds.(c)Performance guarantee—Reflects full and unconditional guarantee of Trust Preferred Securities of BGE Capital Trust which is an unconsolidated VIE of BGE. Construction Commitments Generation has committed to the construction of the Antelope Valley solar PV facility in Los Angeles County, California. The first portionof the project began operations in December 2012, with six additional blocks coming online in 2013 and an expectation of full commercialoperation in the first half of 2014. Generation’s estimated remaining commitment for the project is $110 million. On July 3, 2013, Generation executed a Turbine Supply Agreement to expand its Beebe wind project in Michigan. The estimatedremaining commitment under the contract is $50 million and achievement of commercial operations is expected in 2014. On July 26, 2013, Generation executed an engineering procurement and construction contract to expand its Perryman, Marylandgeneration site with 120 MW of new natural gas-fired generation to satisfy certain merger commitments. The estimated remainingcommitment under the contract is $80 million and achievement of commercial operation is expected in 2015. See 4—Merger andAcquisitions for additional information on commitments to develop or assist in development of new generation in Maryland resulting fromthe merger. On December 27, 2013, Generated executed a Turbine Supply Agreement for construction of the 32.5MW Fourmile Wind project inwestern Maryland. The estimated remaining commitment under the contract is $26 million and achievement of commercial operations isexpected in 2014. See 4—Merger and Acquisitions for additional information on commitments to develop or assist in development of newgeneration in Maryland resulting from the merger. Refer to Note 3—Regulatory Matters for information on investment programs associated with regulatory mandates, such as ComEd’sInfrastructure Investment Plan under EIMA, PECO’s Smart Meter Procurement and Installation Plan, and BGE’s comprehensive smartgrid initiative. Constellation Merger Commitments Exelon’s commercial and construction commitments shown above do not include the merger commitments made to the State ofMaryland in conjunction with the Constellation merger. See Note 4—Merger and Acquisitions for additional information on the mergerscommitments. 393 (a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Leases Minimum future operating lease payments, including lease payments for vehicles, real estate, computers, rail cars, operatingequipment and office equipment, as of December 31, 2013 were: Exelon Generation ComEd PECO BGE 2014 $103 $49 $13 $13 $12 2015 91 50 11 3 11 2016 89 49 11 3 9 2017 82 48 7 3 8 2018 63 40 2 3 7 Remaining years 398 336 3 — 14 Total minimum future lease payments $826 $572 $47 $25 $61 (a)Excludes Generation’s PPAs and other capacity contracts that are accounted for as contingent operating lease payments.(b)Amounts related to certain real estate leases and railroad licenses effectively have indefinite payment periods. As a result, ComEd, PECO and BGE have excludedthese payments from the remaining years, as such amounts would not be meaningful. ComEd’s, PECO’s, and BGE’s annual obligation for these arrangements,included in each of the years 2014—2018, was $1 million, $3 million, and $1 million respectively.(c)Includes all future lease payments on a 99 year real estate lease that expires in 2105. The following table presents the Registrants’ rental expense under operating leases for the years ended December 31, 2013, 2012 and2011: For the Year Ended December 31, Exelon Generation ComEd PECO BGE 2013 $806 $744 $15 $21 $11 2012 930 872 18 27 12 2011 711 659 18 28 15 (a)Includes Generation’s PPAs and other capacity contracts that are accounted for as operating leases and are reflected as net capacity purchases in the energycommitments table above. These agreements are considered contingent operating lease payments and are not included in the minimum future operating leasepayments table above. Payments made under Generation’s PPAs and other capacity contracts totaled $694 million, $801 million and $630 million during 2013, 2012and 2011, respectively. For information regarding capital lease obligations, see Note 13—Debt and Credit Agreements. Indemnifications Related to Sale of Sithe (Exelon and Generation) On January 31, 2005, subsidiaries of Generation completed a series of transactions that resulted in Generation’s sale of its investmentin Sithe. Specifically, subsidiaries of Generation consummated the acquisition of Reservoir Capital Group’s 50% interest in Sithe andsubsequently sold 100% of Sithe to Dynegy Inc. (Dynegy). The estimated maximum possible exposure to Exelon related to the guarantees provided as part of the sales transaction to Dynegy wasapproximately $200 million at December 31, 2013. Generation believes that it is remote that it will be required to make any additionalpayments under the guarantee, and currently has no recorded liabilities associated with this guarantee. Generation expects that the exposurecovered by this guarantee will expire in 2014. The guarantee is included above in the Commercial Commitments table under performanceguarantees. 394(b)(b)(b)(c)(a)(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Indemnifications Related to Sale of TEG and TEP (Exelon and Generation) On February 9, 2007, Tamuin International Inc. (TII), a wholly owned subsidiary of Generation, sold its 49.5% ownership interests inTEG and TEP to a subsidiary of AES Corporation for $95 million in cash plus certain purchase price adjustments. In connection with thetransaction, Generation entered into a guarantee agreement under which Generation guarantees the timely payment of TII’s obligations tothe subsidiary of AES Corporation pursuant to the terms of the purchase and sale agreement relating to the sale of TII’s ownership interests.Generation was required to perform in the event that TII did not pay any obligation covered by the guarantee that was not otherwise subject toa dispute resolution process. Portions of the exposures covered by this guarantee expired in 2008, and the remaining guarantee expired inthe third quarter of 2013. Generation was not required to make payments under the guarantee, and therefore, has no further obligationrelated to this guarantee as of December 31, 2013. Environmental Matters General. The Registrants’ operations have in the past, and may in the future, require substantial expenditures in order to comply withenvironmental laws. Additionally, under Federal and state environmental laws, the Registrants are generally liable for the costs ofremediating environmental contamination of property currently or formerly owned by them and of property contaminated by hazardoussubstances generated by them. The Registrants own or lease a number of real estate parcels, including parcels on which their operations orthe operations of others may have resulted in contamination by substances that are considered hazardous under environmental laws. Inaddition, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have beendeposited and may be subject to additional proceedings in the future. ComEd, PECO and BGE have identified sites where former MGP activities have or may have resulted in actual site contamination.For many of these sites, ComEd, PECO or BGE is one of several PRPs that may be responsible for ultimate remediation of each location. • ComEd has identified 42 sites, 16 of which have been approved for cleanup by the Illinois EPA or the U.S. EPA and 26 that arecurrently under some degree of active study and/or remediation. ComEd expects the majority of the remediation at these sites tocontinue through at least 2016. • PECO has identified 26 sites, 16 of which have been approved for cleanup by the PA DEP and 10 that are currently under somedegree of active study and/or remediation. PECO expects the majority of the remediation at these sites to continue through at least2020. • BGE has identified 13 former gas manufacturing or purification sites that it currently owns or owned at one time through apredecessor’s acquisition. Two gas manufacturing sites require some level of remediation and ongoing monitoring under thedirection of the MDE. The required costs at these two sites are not considered material. One gas purification site is in the initialstages of investigation at the direction of the MDE. ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, arecurrently recovering environmental remediation costs of former MGP facility sites through customer rates. BGE is authorized to and iscurrently recovering environmental costs for the remediation of former MGP facility sites from customers; however, while BGE does nothave a rider for MGP clean-up costs, BGE has historically received recovery of actual clean-up costs in distribution rates. ComEd, PECO andBGE have recorded regulatory assets for the recovery of these 395Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) costs. During the third quarter of 2013, ComEd and PECO completed an annual study of their future estimated MGP remediationrequirements. The results of these studies indicated that additional remediation would be required at certain sites; accordingly, ComEd andPECO increased their reserves and regulatory assets by less than $1 million and $6 million, respectively. BGE assessed its currently andformerly owned gas manufacturing and purification sites quarterly in 2013 and determined that a loss was not probable at ten of its sites as ofDecember 31, 2013. As discussed above, the remediation costs at two of BGE’s MGP sites are not considered material. Furthermore, anestimate of a range of possible loss, if any, related to BGE’s gas purification site under investigation cannot be determined as ofDecember 31, 2013 given that the site is in the early stages of investigation and the extent of contamination is currently unknown. See Note3—Regulatory Matters for additional information regarding the associated regulatory assets. The historical nature of the MGP sites and the fact that many of the sites have been buried and built over, impacts the ability todetermine a precise estimate of the ultimate costs prior to initial sampling and determination of the exact scope and method of remedialaction. Management determines its best estimate of remediation costs based on probabilistic modeling and deterministic estimates using allavailable information at the time of each study and the remediation standards currently required by the U.S. EPA. Prior to completion of anysignificant clean up, each site remediation plan is approved by the appropriate state environmental agency. As of December 31, 2013 and 2012, the Registrants have accrued the following undiscounted amounts for environmental liabilities inother current liabilities and other deferred credits and other liabilities within their respective Consolidated Balance Sheets: December 31, 2013 Total environmentalinvestigationand remediation reserve Portion of total related to MGPinvestigation and remediation Exelon $338 $273 Generation 56 — ComEd 234 229 PECO 47 44 BGE 1 — December 31, 2012 Total environmentalinvestigationand remediation reserve Portion of total related to MGPinvestigation and remediation Exelon $351 $298 Generation 42 — ComEd 261 254 PECO 47 44 BGE 1 — The Registrants cannot reasonably estimate whether they will incur other significant liabilities for additional investigation andremediation costs at these or additional sites identified by the Registrants, environmental agencies or others, or whether such costs will berecoverable from third parties, including customers. Water Quality Section 316(b) of the Clean Water Act. Section 316(b) requires that the cooling water intake structures at electric power plants reflectthe best technology available to minimize adverse environmental impacts, and is implemented through state-level NPDES permit programs.All of 396Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Generation’s and CENG’s power generation facilities with cooling water systems are subject to the regulations. Facilities without closed-cycle recirculating systems (e.g., cooling towers) are potentially most affected by changes to the existing regulations. For Generation, thosefacilities are Clinton, Dresden, Eddystone, Fairless Hills, Gould Street, Handley, Mountain Creek, Mystic 7, Oyster Creek, Peach Bottom,Quad Cities, Riverside, Salem and Schuylkill. For CENG, those facilities are Calvert Cliffs, Nine Mile Point Unit 1 and R.E. Ginna. On March 28, 2011, the U.S. EPA issued the proposed regulation under Section 316(b). The proposal does not require closed-cyclecooling (e.g., cooling towers) as the best technology available to address impingement and entrainment. The proposal provides the statepermitting agency with discretion to determine the best technology available to limit entrainment (drawing aquatic life into the plants coolingsystem) mortality, including application of a cost-benefit test and the consideration of a number of site-specific factors. After consideration ofthese factors, the state permitting agency may require closed cycle cooling, an alternate technology, or determine that the current technologyis the best available. The proposed rule also imposes limits on impingement (trapping aquatic life on screens) mortality, which likely will beaccomplished by the installation of screens or another technology at the intake. Exelon filed comments on the proposed regulation onAugust 18, 2011, stating its support for a number of its provisions (e.g., cooling towers not required as best technology available, and the useof site-specific and cost benefit analysis) while also noting a number of technical provisions that require revision to take into account existingunit operations and practices within the industry. In June 2012, the U.S. EPA published two Notices of Data Availability (NODA) seeking public comment on alternate compliancetechnologies for impingement and the use of a public opinion survey to calculate the so-called “non-use” benefits of the rule. Exelon filedcomments for each NODA, supporting the additional flexibility afforded by the impingement NODA, and opposing the NODA relating tocalculation of non-use benefits due to its inaccurate and unreliable methodologies that would artificially inflate the benefits of proposedtechnologies that would otherwise not be cost-effective. On June 27, 2013, the U.S. EPA agreed to amend the court approved SettlementAgreement to extend the deadline to issue a final rule until November 4, 2013 and on October 30, 2013 the U.S. EPA invoked the forcemajeure provision of the Settlement Agreement to extend the final rule deadline until January 14, 2014 due to the early October 2013 federalgovernment shutdown. The U.S. EPA and the plaintiffs have again agreed to extend the date for issuance of the final rule until April 17, 2014.Until the rule is finalized, the state permitting agencies will continue to apply their best professional judgment to address impingement andentrainment. Salem and Other Power Generation Facilities. In June 2001, the NJDEP issued a renewed NPDES permit for Salem, allowing forthe continued operation of Salem with its existing cooling water system. NJDEP advised PSEG, in July 2004 that it strongly recommendedreducing cooling water intake flow commensurate with closed-cycle cooling as a compliance option for Salem. PSEG submitted anapplication for a renewal of the permit on February 1, 2006. In the permit renewal application, PSEG analyzed closed-cycle cooling and otheroptions and demonstrated that the continuation of the Estuary Enhancement Program, an extensive environmental restoration program atSalem, is the best technology to meet the Section 316(b) requirements. PSEG continues to operate Salem under the approved June 2001NPDES permit while the NPDES permit renewal application is being reviewed. If the final permit or Section 316(b) regulations ultimatelyrequires the retrofitting of Salem’s cooling water intake structure to reduce cooling water intake flow commensurate with closed-cycle cooling,Exelon’s and Generation’s share of the total cost of the retrofit and any resulting interim replacement power would likely be in excess of $430million, based on a 2006 estimate, and would result in increased depreciation expense related to the retrofit investment. 397Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) It is unknown at this time whether the NJDEP permit programs will require closed-cycle cooling at Salem. In addition, the economicviability of Generation’s other power generation facilities, as well as CENG’s, without closed-cycle cooling water systems will be called intoquestion by any requirement to construct cooling towers. Should the final rule not require the installation of cooling towers, and retain theflexibility afforded the state permitting agencies in applying a cost benefit test and to consider site-specific factors, the impact of the rule wouldbe minimized even though the costs of compliance could be material to Generation and CENG. Given the uncertainties associated with the requirements that will be contained in the final rule, Generation cannot predict the eventualoutcome or estimate the effect that compliance with any resulting Section 316(b) or interim state requirements will have on the operation ofits and CENG’s generating facilities and its future results of operations, cash flows and financial position. Groundwater Contamination. In October 2007, a subsidiary of Constellation entered into a consent decree with the MDE relating togroundwater contamination at a third-party facility that was licensed to accept fly ash, a byproduct generated by coal-fired plants. The consentdecree required the payment of a $1 million penalty, remediation of groundwater contamination resulting from the ash placement operationsat the site, replacement of drinking water supplies in the vicinity of the site, and monitoring of groundwater conditions. Prior to the Merger,Constellation recorded in its Consolidated Balance Sheets total liabilities of approximately $30 million to comply with the consent decree withan additional $3 million recognized through purchase accounting. During third quarter of 2013, Generation increased its reserve by $2million based on an update of future estimated remediation costs. The remaining liability as of December 31, 2013, is approximately$14 million. In addition, a private party asserted claims relating to groundwater contamination. Generation has reached an agreement inprinciple to resolve these claims. The amount of the settlement is not material to the financial condition of Generation. Alleged Conemaugh Clean Streams Act Violation. The PA DEP has alleged that GenOn Northeast Management Company(GenOn), the operator of Conemaugh Generating Station, violated the Pennsylvania Clean Streams Law. GenOn reached agreement withPA DEP on a proposed Consent Decree that was approved by the Commonwealth Court of Pennsylvania on December 4, 2012. Under theConsent Decree, GenOn is obligated to pay a civil penalty of $0.5 million, of which Generation’s responsibility was approximately $0.2million. Generation made the final payment in January 2014 and is complying with the Consent Decree. Air Quality Cross-State Air Pollution Rule (CSAPR). On July 11, 2008, the U.S. Court of Appeals for the District of Columbia Circuit (D.C.Circuit Court) vacated the CAIR, which had been promulgated by the U.S. EPA to reduce power plant emissions of SO and NO. The D.C.Circuit Court later remanded the CAIR to the U.S. EPA, without invalidating the entire rulemaking, so that the U.S. EPA could correct CAIRin accordance with the D.C. Circuit Court’s July 11, 2008 opinion. On July 7, 2011, the U.S. EPA published the final rule, known as theCSAPR. The CSAPR requires 28 states in the eastern half of the United States to significantly improve air quality by reducing power plantemissions that cross state lines and contribute to ground-level ozone and fine particle pollution in other states. Numerous entities challenged the CSAPR in the D.C. Circuit Court, and some requested a stay of the rule pending the Court’sconsideration of the matter on the merits. On December 30, 2011, the Court granted a stay of the CSAPR, and directed the U.S. EPA tocontinue the administration of CAIR in the interim. On August 21, 2012, a three-judge panel of the D.C. Circuit Court held that the U.S. EPA 3982xSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) has exceeded its authority in certain material aspects of the CSAPR and vacated the rule and remanded it to the U.S. EPA for furtherrulemaking consistent with its decision. The Court also ordered that CAIR remain in effect pending finalization of CSAPR on remand. TheCourt’s order was appealed to the U.S. Supreme Court, where oral argument was held on December 10, 2013. A decision is expectedsometime during 2014. Under the CSAPR, generation units were to receive allowances based on historic heat input and intrastate, and limited interstate,trading of allowances was permitted. The CSAPR restricted entirely the use of pre-2012 allowances. Existing SO allowances under the ARPwould remain available for use under ARP. As of December 31, 2013, Generation had $56 million of emission allowances carried at thelower of weighted average cost or market. EPA Mercury and Air Toxics Standards (MATS). The MATS rule became final on April 16, 2012. The MATS rule reducesemissions of toxic air pollutants, and finalized the new source performance standards for fossil fuel-fired electric utility steam generating units(EGUs). The MATS rule requires coal-fired EGUs to achieve high removal rates of mercury, acid gases and other metals from air emissions.To achieve these standards, coal units with no pollution control equipment installed (uncontrolled coal units) will have to make capitalinvestments and incur higher operating expenses. It is expected that smaller, older, uncontrolled coal units will retire rather than make theseinvestments. Coal units with existing controls that do not meet the required standards may need to upgrade existing controls or add newcontrols to comply. In addition, the new standards will require oil units to achieve high removal rates of metals. Owners of oil units notcurrently meeting the proposed emission standards may choose to convert the units to light oils or natural gas, install control technologies orretire the units. The MATS rule requires generating stations to meet the new standards three years after the rule takes effect, April 16, 2015,with specific guidelines for an additional one or two years in limited cases. Numerous entities have challenged MATS in the D.C. CircuitCourt, and Exelon was granted permission by the Court to intervene in support of the rule. A decision by the Court is expected sometimeduring 2014. The outcome of the appeal, and its impact on power plant operators’ investment and retirement decisions, is uncertain. Exelon, along with the other co-owners of Conemaugh Generating Station are moving forward with plans to improve the existingscrubbers and install Selective Catalytic Reduction (SCR) controls to meet the mercury removal requirements of MATS. In addition, as of December 31, 2013, Exelon had a $698 million net investment in coal-fired plants in Georgia and Texas subject tolong-term leases extending through 2028-2032. While Exelon currently estimates the value of these plants at the end of the lease term willbe in excess of the recorded residual lease values, after the impairment recorded in the second quarter of 2013, final applications of theCSAPR and MATS regulations could negatively impact the end-of-lease term values of these assets, which could result in a futureimpairment loss that could be material. National Ambient Air Quality Standards (NAAQS). The U.S. EPA previously announced that it would complete a review of allNAAQS by 2014. Oral argument in the litigation (State of Miss. v. EPA) of the final 2008 ozone standard occurred in the D.C. Circuit Court inNovember 2012 and a final Court decision was issued on July 23, 2013 with the 2008 primary ozone standard upheld, but the secondarystandard remanded to EPA for reconsideration. Concurrent with litigation of the 2008 ozone standard, the U.S. EPA continues its regular,periodic review of the ozone NAAQS and is expected to propose revisions in the fall of 2014, with preliminary indications that the U.S. EPAwill likely propose a tightened standard. It is unclear at this point in time whether the U.S. EPA will be able to respond to the Court remand ofthe secondary 2008 ozone standard on a timeframe that would be any quicker than 3992Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) that of the U.S. EPA’s current, periodic review schedule. In December 2012, the U.S. EPA issued its final revisions to the Agency’sparticulate matter (PM) NAAQS. In its final rule, the U.S. EPA lowered the annual PM2.5 standard, but declined to issue a new secondaryNAAQS to improve urban visibility. The U.S. EPA indicated in its final rule that by 2020 it expects most areas of the country will be inattainment of the new PM2.5 NAAQS based on currently expected regulations, such as the MATS regulation. It is unclear if the vacatur of theCSAPR, one of the regulations that the U.S. EPA is relying on to assist with future PM reduction, would alter the U.S. EPA’s view sinceeither CAIR or a finalized CSAPR regulation would be in effect leading up to 2020. In March 2013, a number of industry coalitions filed ajoint lawsuit challenging the new PM2.5 standard. Also during early 2013, the D.C. Circuit remanded several rules for implementation ofearlier PM2.5 NAAQS to the U.S. EPA for revision of certain aspects of the rules, with a requirement that the U.S. EPA re-promulgateregulations in conformance with the correct subparts of the Clean Air Act. In addition to these NAAQS, the U.S. EPA also finalized nonattainment designations for certain areas in the United States for the 2010one-hour SO standard on August 5, 2013, and indicated that additional nonattainment areas will be designated in a future rulemaking. U.S.EPA will require states to submit state implementation plans (SIPs) for nonattainment areas by April 2015. With regard to Texas andMaryland, no nonattainment areas were identified in U.S. EPA’s final designation rule. With regard to Illinois and Pennsylvania, severalcounties, or portions of counties, in each state were identified as nonattainment. The U.S. EPA will follow the approach outlined in aFebruary 2013 U.S. EPA strategy document that establishes a process and timeline for the Agency to address additional designations instates’ counties under a future rulemaking. Nonattainment county compliance with the one-hour SO standard is required by October 2018.While significant SO reductions will occur as a result of MATS compliance in 2015, Exelon is unable to predict the requirements of pendingstates’ SIPs to further reduce SO emissions in support of attainment of the one hour SO standard. Notices and Finding of Violations and Midwest Generation Bankruptcy. In December 1999, ComEd sold several generatingstations to Midwest Generation, LLC (Midwest Generation), a subsidiary of Edison Mission Energy (EME). Under the terms of the saleagreement, Midwest Generation and EME assumed responsibility for environmental liabilities associated with the ownership, occupancy,use and operation of the stations, including responsibility for compliance by the stations with environmental laws before their purchase byMidwest Generation. Midwest Generation and EME additionally agreed to indemnify and hold ComEd and its affiliates harmless fromclaims, fines, penalties, liabilities and expenses arising from third-party claims against ComEd resulting from or arising out of theenvironmental liabilities assumed by Midwest Generation and EME under the terms of the agreement governing the sale. In connection withExelon’s 2001 corporate restructuring, Generation assumed ComEd’s rights and obligations with respect to its former generation business,including its rights and obligations under the sale agreement with Midwest Generation and EME. On December 17, 2012 (Petition Date), EME and certain of its subsidiaries, including Midwest Generation, filed for protection underChapter 11 of the U.S. Bankruptcy Code. In 2012, the Bankruptcy Court approved the rejection of a coal rail car lease under which Midwest Generation had agreed to reimburseComEd for all obligations. The rejection left Generation as the party responsible to make remaining payments under the lease. In January2013, Generation made the final $10 million payment due under the lease agreement which had been accrued at December 31, 2012. 40022222Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) During the second quarter of 2013, Exelon filed proofs of claim of $21 million with the Bankruptcy Court for amounts owed by EMEand Midwest Generation for the coal rail car lease, ComEd utility payments and certain legal costs. Further, Exelon filed an environmentalclaim with an unspecified amount that listed the indemnifications that were in place pre-Petition Date and other factors associated with theremediation. As of December 31, 2013, Exelon has not recorded a receivable for the filed proofs of claim because recovery of any amountcannot be assured at this point in the bankruptcy. Exelon will not record claim recoveries unless and until they are realized. Certain environmental laws and regulations subject current and prior owners of properties or generators of hazardous substances atsuch properties to liability for remediation costs of environmental contamination. As a prior owner of the generating stations, ComEd (andGeneration, through its agreement in Exelon’s 2001 corporate restructuring to assume ComEd’s rights and obligations associated with itsformer generation business) could face liability (along with any other potentially responsible parties) for environmental conditions at thestations requiring remediation, with the determination of the allocation among the parties subject to many uncertain factors, including theimpact of Midwest Generation’s bankruptcy. On January 17, 2014, Midwest Generation filed a plan supplement to its bankruptcy filing thatincluded a request to reject the sale agreement, including the environmental indemnity. ComEd and Generation have reviewed availablepublic information as to potential environmental exposures regarding the Midwest Generation station sites. Midwest Generation publiclydisclosed in its quarter ending September 30, 2013 Form 10-Q that (i) it has accrued a probable amount of approximately $8 million forestimated environmental investigation and remediation costs under CERCLA, or similar laws, for the investigation and remediation ofcontaminated property at four Midwest Generation plant sites, (ii) it has identified stations for which a reasonable estimate for investigationand/ or remediation cannot be made and (iii) it and the Illinois EPA entered into Compliance Commitment Agreements outlining specifiedenvironmental remediation measures and groundwater monitoring activities to be undertaken at its Crawford, Powerton, Joliet, Will Countyand Waukegan generating stations. At this time, however, ComEd and Generation do not have sufficient information to reasonably assessthe potential likelihood or magnitude of any remediation requirements that may be asserted. For these reasons, ComEd and Generation areunable to predict whether and to what extent they may ultimately be held responsible for remediation and other costs relating to thegenerating stations and as a result no liability has been recorded as of December 31, 2013. Any liability imposed on ComEd or Generationfor environmental matters relating to the generating stations could have a material adverse impact on their future results of operations andcash flows. Under a supplemental agreement reached in 2003, Midwest Generation agreed to reimburse ComEd and Generation for 50% of thespecific asbestos claims pending as of February 2003 and related expenses less recovery of insurance costs and agreed to a sharingarrangement for liabilities and expenses associated with future asbestos-related claims as specified in the agreement. In addition to the saleagreement, Midwest Generation also requested to reject this supplemental agreement in the January 17, 2014 plan supplement to itsbankruptcy filing. Exelon and Generation had previously expected Midwest Generation or its successor would remain responsible forasbestos personal injury claims filed post-Petition Date, and as a result had not recorded a liability for such amounts. Exelon and Generationnow believe that the rejection of the 1999 sale and supplemental agreements is probable, and as a result, Generation has increased itsreserve for asbestos-related bodily injury claims at December 31, 2013 by $25 million. The increase in the reserve was estimated usingactuarial assumptions and analyses available to Generation. Generation’s exposure could differ to the extent new information is received ormade available. Midwest Generation publicly disclosed in its quarter ending September 30, 2013 Form 10-Q that they had $53 millionrecorded related to asbestos bodily injury claims under the contractual indemnity with ComEd. If the agreements are rejected, Exelon and 401Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Generation may be entitled to damages associated with the agreement terminations. These amounts are considered to be contingent gainsand would not be recognized until realized. On October 18, 2013, NRG Energy entered into an agreement to buy EME’s portfolio of generation subject to regulatory approvals.Exelon continues to monitor all aspects of the bankruptcy; the proposed purchase by NRG has not impacted any accounting conclusions asof December 31, 2013. In May 2010, the United States and State of Illinois initiated a lawsuit against Midwest Generation, ComEd and EME alleging Clean AirAct violations relating to the modification and/or operation of six (coal) electric generation plants in Northern Illinois, which ComEd sold toMidwest Generation/EME in 1999. The government parties sought injunctive relief and civil penalties against all defendants, although not allof the claims specifically pertained to ComEd. On March 16, 2011, the District Court granted ComEd’s motion to dismiss the May 2010complaint in its entirety as it relates to ComEd. On January 3, 2012, upon leave of the District Court, the government parties appealed thedismissal of ComEd to the U.S. Circuit Court of Appeals for the Seventh Circuit. On July 8, 2013, the Circuit Court affirmed the DistrictCourt’s dismissal of the complaint against ComEd. On September 19, 2013, the Circuit Court denied the petition for a rehearing filed by thegovernmental parties. The government parties did not seek United States Supreme Court review of the Seventh Circuit’s decision. Thedeadline for seeking such review was in December 2013. In light of the Circuit Court decision resolving this matter in favor of ComEd, noreserve has been established. Solid and Hazardous Waste Cotter Corporation. The U.S. EPA has advised Cotter Corporation (Cotter), a former ComEd subsidiary, that it is potentially liable inconnection with radiological contamination at a site known as the West Lake Landfill in Missouri. On February 18, 2000, ComEd sold Cotterto an unaffiliated third-party. As part of the sale, ComEd agreed to indemnify Cotter for any liability arising in connection with the West LakeLandfill. In connection with Exelon’s 2001 corporate restructuring, this responsibility to indemnify Cotter was transferred to Generation. OnMay 29, 2008, the U.S. EPA issued a Record of Decision approving the remediation option submitted by Cotter and the two other PRPs thatrequired additional landfill cover. The current estimated cost of the anticipated landfill cover remediation for the site is approximately $42million, which will be allocated among all PRPs. Generation has accrued what it believes to be an adequate amount to cover its anticipatedshare of such liability. By letter dated January 11, 2010, the U.S. EPA requested that the PRPs perform a supplemental feasibility study for aremediation alternative that would involve complete excavation of the radiological contamination. On September 30, 2011, the PRPssubmitted the final supplemental feasibility study to the U.S. EPA for review. In June 2012, the U.S. EPA requested that the PRPs performadditional analysis and groundwater sampling as part of the supplemental feasibility study that could take up to one year to complete, andsubsequently requested additional analysis sampling and modeling to be conducted into 2014. In light of these additional requests, it isunknown when the U.S EPA will propose a remedy for public comment. Thereafter the U.S. EPA will select a final remedy and enter into aConsent Decree with the PRPs to effectuate the remedy. A complete excavation remedy would be significantly more expensive than thepreviously selected additional cover remedy; however, Generation believes the likelihood that the U.S. EPA would require a completeexcavation remedy is remote. On August 8, 2011, Cotter was notified by the DOJ that Cotter is considered a PRP with respect to the government’s clean-up costs forcontamination attributable to low level radioactive residues at a former storage and reprocessing facility named Latty Avenue near St. Louis,Missouri. The Latty 402Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Avenue site is included in ComEd’s indemnification responsibilities discussed above as part of the sale of Cotter. The radioactive residueshad been generated initially in connection with the processing of uranium ores as part of the U.S. government’s Manhattan Project. Cotterpurchased the residues in 1969 for initial processing at the Latty Avenue facility for the subsequent extraction of uranium and metals. In1976, the NRC found that the Latty Avenue site had radiation levels exceeding NRC criteria for decontamination of land areas. Latty Avenuewas investigated and remediated by the United States Army Corps of Engineers pursuant to funding under the Formerly Utilized SitesRemedial Action Program. The DOJ has not yet formally advised the PRPs of the amount that it is seeking, but it is believed to beapproximately $90 million. The DOJ and the PRPs agreed to toll the statute of limitations until August 2014 so that settlement discussionscould proceed. Based on Exelon’s preliminary review, it appears probable that Exelon has liability to Cotter under the indemnificationagreement and has established an appropriate accrual for this liability. On February 28, 2012, and April 12, 2012, two lawsuits were filed in the U.S. District Court for the Eastern District of Missouri against15 and 14 defendants, respectively, including Exelon, Generation and ComEd (the “Exelon defendants”) and Cotter. The suits allege thatindividuals living in the North St. Louis area developed some form of cancer due to the defendants’ negligent or reckless conduct inprocessing, transporting, storing, handling and/or disposing of radioactive materials. Plaintiffs have asserted claims for negligence, strictliability, emotional distress, medical monitoring, and violations of the Price-Anderson Act. The complaints do not contain specific damageclaims. On May 30, 2012, the plaintiffs filed voluntary motions to dismiss the Exelon defendants from both lawsuits which weresubsequently granted. Since May 30, 2012, several related lawsuits have been filed in the same court on behalf of various plaintiffs againstCotter and other defendants, but not Exelon. The allegations in these related lawsuits mirror the initially filed lawsuits. In the event of afinding of liability, it is reasonably possible that Exelon would be considered liable due to its indemnification responsibilities of Cotterdescribed above. On March 27, 2013, the U.S. District Court dismissed all state common law actions brought under the initial two lawsuits;and also found that the plaintiffs had not properly brought the actions under the Price-Anderson Act. On July 8, 2013, the plaintiffs filedamended complaints under the Price-Anderson Act. Cotter moved to dismiss the amended complaints and has motions currently pendingbefore the court. At this stage of the litigation, Exelon cannot estimate a range of loss, if any. 68th Street Dump. In 1999, the U.S. EPA proposed to add the 68th Street Dump in Baltimore, Maryland to the Superfund NationalPriorities List, and notified BGE and 19 others that they are PRPs at the site. In March 2004, BGE and other PRPs formed the 68th StreetCoalition and entered into consent order negotiations with the U.S. EPA to investigate clean-up options for the site under the SuperfundAlternative Sites Program. In May 2006, a settlement among the U.S. EPA and 19 of the PRPs, including BGE, with respect to investigationof the site became effective. The settlement requires the PRPs, over the course of several years, to identify contamination at the site andrecommend clean-up options. The PRPs submitted their investigation of the range of clean-up options in the first quarter of 2011. Althoughthe investigation and options provided to the U.S. EPA are still subject to U.S. EPA review and selection of a remedy, the range of estimatedclean-up costs to be allocated among all of the PRPs is in the range of $50 million to $64 million. On September 30, 2013, U.S. EPA issuedthe Record of Decision identifying its preferred remedial alternative for the site. The estimated cost for the alternative chosen by U.S. EPA isconsistent with the PRPs estimated range of costs noted above. Based on Exelon’s preliminary review, it appears probable that Exelon hasliability and has established an appropriate accrual for its share of the estimated clean-up costs. BGE is indemnified by a wholly ownedsubsidiary of Generation for most of the costs related to this settlement and clean-up of the site. 403Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Rossville Ash Site. The Rossville Ash Site is a 32-acre property located in Rosedale, Baltimore County, Maryland, which was usedfor the placement of fly ash from 1983-2007. The property is owned by Constellation Power Source Generation, LLC(CPSG). In 2008,CPSG investigated and remediated the property by entering it into the Maryland Voluntary Cleanup Program (VCP) to address any historicenvironmental concerns and ready the site for appropriate future redevelopment. The site was accepted into the program in 2010 and iscurrently going through the process to remediate the site and receive closure from MDE. Exelon currently estimates the cost to close the siteto be approximately $6 million, which has been fully reserved as of December 31, 2013. Sauer Dump. On May 30, 2012, BGE was notified by the U.S. EPA that it is considered a PRP at the Sauer Dump Superfund site inDundalk, Maryland. The U.S. EPA offered BGE and three other PRPs the opportunity to conduct an environmental investigation and presentcleanup recommendations at the site. In addition, the U.S. EPA is seeking recovery from the PRPs of $1.7 million for past cleanup andinvestigation costs at the site. On March 11, 2013, BGE and three other PRP’s signed an Administrative Settlement Agreement and Orderon Consent with the U.S. EPA which requires the PRP’s to conduct a Remedial Investigation and Feasibility Study at the site to determinewhat, if any, are the appropriate and recommended cleanup activities for the site. The ultimate outcome of this proceeding is uncertain. Sincethe U.S. EPA has not selected a cleanup remedy and the allocation of the cleanup costs among the PRPs has not been determined, anestimate of the range of BGE’s reasonably possible loss, if any, cannot be determined. Climate Change Regulation. Exelon is subject to climate change regulation or legislation at the Federal, regional and state levels. In2007, the U.S. Supreme Court ruled that GHG emissions are pollutants subject to regulation under the new motor vehicle provisions of theClean Air Act. Consequently, on December 7, 2009, the U.S. EPA issued an endangerment finding under Section 202 of the Clean Air Actregarding GHGs from new motor vehicles and on April 1, 2010 issued final regulations limiting GHG emissions from cars and light truckseffective on January 2, 2011. While such regulations do not specifically address stationary sources, such as a generating plant, it is the U.S.EPA’s position that the regulation of GHGs under the mobile source provisions of the Clean Air Act has triggered the permitting requirementsunder the Prevention of Significant Deterioration (PSD) and Title V operating permit sections of the Clean Air Act for new and modifiedstationary sources effective January 2, 2011. Therefore, on May 13, 2010, the U.S. EPA issued final regulations (the Tailoring Rule) relatingto these provisions of the Clean Air Act for major stationary sources of GHG emissions that apply to new sources that emit greater than100,000 tons per year, on a CO equivalent basis, and to modifications to existing sources that result in emissions increases greater than75,000 tons per year on a CO equivalent basis. These thresholds became effective January 2, 2011, apply for six years and will be reviewedby the U.S. EPA for future applicability thereafter. On July 2, 2012 the U.S. EPA declined to lower GHG permit thresholds in its final “Step 3”Tailoring Rule update. The U.S. EPA will review permit thresholds again in a 2015 rulemaking process. On June 26, 2012, the UnitedStates Court of Appeals for the District of Columbia, in a per curium decision, dismissed industry and state petitions challenging the U.S.EPA’s “Tailpipe Rule” for cars and light duty trucks, the endangerment finding for GHG’s from stationary sources, and the Tailoring Rule. OnOctober 15, 2013 the U.S. Supreme Court granted industry petitions to review one aspect of the PSD permitting regulations. Under the PSDregulations, new and modified major stationary sources could be required to install best available control technology, to be determined on acase by case basis. Generation could be significantly affected by the regulations if it were to build new plants or modify existing plants. On June 25, 2013, President Obama announced “The President’s Climate Action Plan,” a summary of executive branch actionsintended to: reduce carbon emissions; prepare the United States 40422Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) for the impacts of climate change; and lead international efforts to combat global climate change and prepare for its impacts. Concurrent withthe announcement of the Administration’s plan, the President also issued a Memorandum for the Administrator of the EnvironmentalProtection Agency that focused on power generation sector carbon reductions under the Section 111 New Source Performance Standards(NSPS) section of the federal Clean Air Act. The memorandum directs the U.S. EPA Administrator to issue two sets of proposed rulemakingswith regard to power plant carbon emissions under Section 111 of the Clean Air Act. The first rulemaking, under Section 111(b) of the Clean Air Act is to focus on establishing carbon regulations for new fossil-fuel powerplants. This rulemaking was proposed on September 20, 2013 and is to be finalized “in a timely fashion.” In the proposed rule U.S.EPA setsseparate standards for fossil-fuel fired utility boilers and natural gas fired stationary combustion turbines. The second rulemaking, under Section 111(d) of the Clean Air Act is to focus on modified, reconstructed and existing fossil power plants.The rulemaking is to be proposed no later than June 1, 2014, be finalized no later than June 1, 2015, and require that states submit to U.S.EPA their implementation plans no later than June 30, 2016. In developing this rulemaking, U.S. EPA is directed to consider a number offactors, including options to reduce costs, options to ensure the continued use of a range of energy sources and technologies, options that areconsistent with reliable and affordable power, and options that allow for the use of market-based instruments, performance standards andother regulatory flexibilities. To the extent that the final Section 111(d) rule results in emission reductions from fossil fuel fired plants, and thereby imposes someform of direct or indirect price of carbon in competitive electricity markets, Exelon’s overall low-carbon generation portfolio results couldbenefit. Litigation and Regulatory Matters Asbestos Personal Injury Claims (Exelon, Generation, PECO and BGE). Exelon and Generation. Generation maintains a reserve for claims associated with asbestos-related personal injury actions in certainfacilities that are currently owned by Generation or were previously owned by ComEd and PECO. The reserve is recorded on anundiscounted basis and excludes the estimated legal costs associated with handling these matters, which could be material. At December 31, 2013 and 2012, Generation had reserved approximately $90 million and $63 million, respectively, in total forasbestos-related bodily injury claims. As of December 31, 2013, approximately $19 million of this amount related to 224 open claimspresented to Generation, while the remaining $71 million of the reserve is for estimated future asbestos-related bodily injury claimsanticipated to arise through 2050, based on actuarial assumptions and analyses, which are updated on an annual basis. On a quarterlybasis, Generation monitors actual experience against the number of forecasted claims to be received and expected claim payments andevaluates whether an adjustment to the reserve is necessary. On November 22, 2013, the Supreme Court of Pennsylvania held that the Pennsylvania Workers Compensation Act does not apply toan employee’s disability or death resulting from occupational disease, such as diseases related to asbestos exposure, which manifests morethan 300 weeks after the employee’s last employment-based exposure, and that therefore the exclusivity provision of the Act does not applyto preclude such employee from suing his or her employer in court. The Supreme 405Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Court’s ruling reverses previous rulings by the Pennsylvania Superior Court precluding current and former employees from suing theiremployers in court, despite the fact that the same employee was not eligible for workers compensation benefits for diseases that manifestmore than 300 weeks after the employee’s last employment-based exposure to asbestos. Currently, Exelon, Generation and PECO areunable to predict whether and to what extent they may experience additional claims in the future as a result of this ruling; as such noincrease to the asbestos-related bodily injury liability has been recorded as of December 31, 2013. Increased claims activity resulting fromthis ruling could have a material adverse impact on Exelon, Generation’s and PECO’s future results of operations and cash flows. BGE. Since 1993, BGE and certain Constellation (now Generation) subsidiaries have been involved in several actions concerningasbestos. The actions are based upon the theory of “premises liability,” alleging that BGE and Generation knew of and exposed individuals toan asbestos hazard. In addition to BGE and Generation, numerous other parties are defendants in these cases. Approximately 486 individuals who were never employees of BGE or certain Constellation subsidiaries have pending claims eachseeking several million dollars in compensatory and punitive damages. Cross-claims and third-party claims brought by other defendantsmay also be filed against BGE and certain Constellation subsidiaries in these actions. To date, most asbestos claims which have beenresolved have been dismissed or resolved without any payment by BGE or certain Constellation subsidiaries and a small minority of thesecases has been resolved for amounts that were not material to BGE or Generation’s financial results. Discovery begins in these cases after they are placed on the trial docket. At present, only two of the pending cases are set for trial. Giventhe limited discovery in these cases, BGE and Generation do not know the specific facts that are necessary to provide an estimate of thereasonably possible loss relating to these claims; as such, no accrual has been made and a range of loss is not estimable. The specific factsnot known include: • the identity of the facilities at which the plaintiffs allegedly worked as contractors; • the names of the plaintiffs’ employers; • the dates on which and the places where the exposure allegedly occurred; and • the facts and circumstances relating to the alleged exposure. Insurance and hold harmless agreements from contractors who employed the plaintiffs may cover a portion of any awards in theactions. Federal Energy Regulatory Commission Investigation (Exelon and Generation). On January 30, 2012, FERC published a notice on its website regarding a non-public investigation of certain of Constellation’s powertrading activities in and around the ISO-NY from September 2007 through December 2008. Prior to the merger, Constellation announced onMarch 9, 2012, that it had resolved the FERC investigation. Under the settlement, Constellation agreed to pay, and has paid, a $135 millioncivil penalty and $110 million in disgorgement. During the year ended December 31, 2012, Generation recorded expense of $195 million in operating and maintenance expense withthe remaining $50 million recorded as a Constellation pre-acquisition contingency. See Note 4—Merger and Acquisitions for additionalinformation on the merger. 406Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Continuous Power Interruption (ComEd) Section 16-125 of the Illinois Public Utilities Act provides that in the event an electric utility, such as ComEd, experiences a continuouspower interruption of four hours or more that affects (in ComEd’s case) more than 30,000 customers, the utility may be liable for actualdamages suffered by customers as a result of the interruption and may be responsible for reimbursement of local governmental emergencyand contingency expenses incurred in connection with the interruption. Recovery of consequential damages is barred. The affected utilitymay seek from the ICC a waiver of these liabilities when the utility can show that the cause of the interruption was unpreventable damagedue to weather events or conditions, customer tampering, or certain other causes enumerated in the law. On August 18, 2011, ComEd sought from the ICC a determination that ComEd is not liable for damage compensation to customers inconnection with the July 11, 2011 storm system that produced multiple power interruptions that in the aggregate affected more than 900,000customers in ComEd’s service territory, as well as for five other storm systems that affected ComEd’s customers during June and July 2011(Summer 2011 Storm Docket). In addition, on September 29, 2011, ComEd sought from the ICC a determination that it was not liable fordamage compensation related to the February 1, 2011 blizzard (February 2011 Blizzard Docket). On June 5, 2013, the ICC approved a complete waiver of liability for five of the six summer storms and the February 2011 blizzard.However, the ICC held that for the July 11, 2011 storm, 34,559 interruptions were preventable and therefore no waiver should apply. Asrequired by the ICC’s Order, ComEd notified relevant customers that they may be entitled to seek reimbursement of incurred costs inaccordance with a claims procedure established under ICC rules and regulations. In addition, the ICC found that ComEd did notsystematically fail in its duty to provide adequate, reliable and safe service. As a result, the ICC rejected the Illinois Attorney General’srequest for the ICC to open an investigation into ComEd’s infrastructure and storm hardening investments. Following the ICC’s June 26, 2013 denial of ComEd’s request for rehearing, on June 27, 2013 ComEd filed an appeal of both thesummer and winter storm dockets with the Illinois Appellate Court regarding the ICC’s interpretation of Section 16-125 of the Illinois PublicUtilities Act. ComEd cannot predict the outcome of appeals. As a result of the ICC’s June 5, 2013 ruling, ComEd established a liability, which was not material, for potential reimbursements foractual damages incurred by the 34,559 customers covered by the ICC’s June 5, 2013 Order. The liability recorded represents the low end ofa range of potential losses given that no amount within the range represents a better estimate. ComEd’s ultimate liability will be based onactual claims eligible for reimbursement as well as the outcome of the appeal. Although reimbursements for actual damages will differ fromthe estimated accrual recorded, at this time ComEd does not expect the difference to be material to ComEd’s results of operations or cashflows. ComEd has not recorded an accrual for reimbursement of local governmental emergency and contingency expenses as a range of loss,if any, cannot be reasonably estimated at this time, but may be material to ComEd’s results of operations and cash flows. Telephone Consumer Protection Act Lawsuit (ComEd) On November 19, 2013, a class action complaint was filed in Cook County on behalf of a single individual and a presumptive classthat would include all customers in ComEd’s service territory who 407Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) were enrolled by the Company in ComEd’s Outage Alert text message program. The complaint alleges that ComEd violated the TelephoneConsumer Protection Act (“TCPA”) by sending approximately 1.2 million text messages to customers without first obtaining their consent toreceive such messages. The complaint seeks certification of a class along with statutory damages, attorneys’ fees, and an order prohibitingComEd from sending additional text messages. Such statutory damages could range from $500 to $1,500 per text. However, ComEd ispreparing a motion to dismiss this class action complaint and will vigorously contest the allegations of this suit. The ultimate outcome of thisproceeding is uncertain, and an amount, if any, which might be asserted, cannot be reasonably estimated at this time, but may be materialto ComEd’s results of operations and cash flows. As a result, ComEd has not established a reserve for this complaint as of December 31,2013. Securities Class Action (Exelon) Three federal securities class action lawsuits were filed in the United States District Courts for the Southern District of New York andthe District of Maryland between September 2008 and November 2008 against Constellation. The cases were filed on behalf of a proposedclass of persons who acquired publicly traded securities, including the Series A Junior Subordinated Debentures (Debentures), ofConstellation between January 30, 2008 and September 16, 2008, and who acquired Debentures in an offering completed in June 2008.The securities class actions generally allege that Constellation, a number of its former officers or directors, and the underwriters violated thesecurities laws by issuing a false and misleading registration statement and prospectus in connection with Constellation’s June 27, 2008offering of the Debentures. The securities class actions also allege that Constellation issued false or misleading statements or was aware ofmaterial undisclosed information which contradicted public statements, including in connection with its announcements of financial resultsfor 2007, the fourth quarter of 2007, the first quarter of 2008 and the second quarter of 2008 and the filing of its first quarter 2008 Form 10-Q.The securities class actions sought, among other things, certification of the cases as class actions, compensatory damages, reasonable costsand expenses, including counsel fees, and rescission damages. The Southern District of New York granted the defendants’ motion to transfer the two securities class actions filed in Maryland to theDistrict of Maryland, and the actions have since been transferred for coordination with the securities class action filed there. On May 9, 2013,the federal court in Maryland preliminarily approved the settlement of Constellation’s 2008 Securities Class Action for a payment of $4million, which will be paid by Constellation’s insurer. Notice of the settlement was provided to class members in June 2013 and the courtapproved the final settlement on November 4, 2013. This settlement will resolve all of Constellation’s litigation arising from the 2008Securities Class Action lawsuit. Fund Transfer Restrictions (Exelon, Generation, ComEd, PECO and BGE) Under applicable law, Exelon may borrow or receive an extension of credit from its subsidiaries. Under the terms of Exelon’sintercompany money pool agreement, Exelon can lend to, but not borrow from the money pool. The Federal Power Act declares it to be unlawful for any officer or director of any public utility “to participate in the making or paying ofany dividends of such public utility from any funds properly included in capital account.” What constitutes “funds properly included in capitalaccount” is undefined in the Federal Power Act or the related regulations; however, FERC has consistently interpreted the provision to allowdividends to be paid as long as: (1) the source of the dividends is clearly disclosed; 408Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (2) the dividend is not excessive; and (3) there is no self-dealing on the part of corporate officials. While these restrictions may limit theabsolute amount of dividends that a particular subsidiary may pay, Exelon does not believe these limitations are materially limiting because,under these limitations, the subsidiaries are allowed to pay dividends sufficient to meet Exelon’s actual cash needs. Under Illinois law, ComEd may not pay any dividend on its stock unless, among other things, “[its] earnings and earned surplus aresufficient to declare and pay same after provision is made for reasonable and proper reserves,” or unless it has specific authorization from theICC. ComEd has also agreed in connection with financings arranged through ComEd Financing III that it will not declare dividends on anyshares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securitiesissued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEdFinancing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. PECO’s Articles of Incorporation prohibit payment of any dividend on, or other distribution to the holders of, common stock if, aftergiving effect thereto, the capital of PECO represented by its common stock together with its retained earnings is, in the aggregate, less thanthe involuntary liquidating value of its then outstanding preferred securities. On May 1, 2013, PECO redeemed all outstanding preferredsecurities. As a result, the above ratio calculation is no longer applicable. Additionally, PECO may not declare dividends on any shares of itscapital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures, which wereissued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities ofPEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which thesubordinated debentures are issued. BGE pays dividends on its common stock after its board of directors declares them. However, BGE is subject to certain dividendrestrictions established by the MDPSC. First, BGE is prohibited from paying a dividend on its common shares through the end of2014. Second, BGE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio wouldbe below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two ofthe three major credit rating agencies below investment grade. Finally, BGE must notify the MDPSC that it intends to declare a dividend onits common shares at least 30 days before such a dividend is paid. There are no other limitations on BGE paying common stock dividendsunless: (1) BGE elects to defer interest payments on the 6.20% Deferrable Interest Subordinated Debentures due 2043, and any deferredinterest remains unpaid; or (2) any dividends (and any redemption payments) due on BGE’s preference stock have not been paid. Baltimore City Franchise Taxes (BGE) The City of Baltimore claims that BGE has maintained electric facilities in the City’s public right-of-ways for over one hundred yearswithout the proper franchise rights from the City. BGE is currently reviewing the merits of this claim. BGE has not recorded an accrual forpayment of franchise fees for past periods as a range of loss, if any, cannot be reasonably estimated at this time. Franchise fees assessed infuture periods may be material to BGE’s results of operations and cash flows. 409Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) General (Exelon, Generation, ComEd, PECO and BGE). The Registrants are involved in various other litigation matters that are being defended and handled in the ordinary course of business.The assessment of whether a loss is probable or a reasonable possibility, and whether the loss or a range of loss is estimable, often involvesa series of complex judgments about future events. The Registrants maintain accruals for such losses that are probable of being incurred andsubject to reasonable estimation. Management is sometimes unable to estimate an amount or range of reasonably possible loss, particularlywhere (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettledlegal theories. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including apossible eventual loss. Income Taxes See Note 14—Income Taxes for information regarding the Registrants’ income tax refund claims and certain tax positions, includingthe 1999 sale of fossil generating assets. 23. Supplemental Financial Information (Exelon, Generation, ComEd, PECO and BGE) Supplemental Statement of Operations Information The following tables provide additional information about the Registrants’ Consolidated Statements of Operations for the years endedDecember 31, 2013, 2012 and 2011. For the Year Ended December 31, 2013 Exelon Generation ComEd PECO BGE Taxes other than income Utility $449 $79 $241 $129 $82 Property 302 205 24 14 112 Payroll 159 89 27 13 15 Other 185 16 7 2 4 Total taxes other than income $1,095 $389 $299 $158 $213 For the Year Ended December 31, 2012 Exelon Generation ComEd PECO BGE Taxes other than income Utility $463 $82 $239 $141 $75 Property 227 189 22 13 111 Payroll 131 78 26 12 18 Other 198 20 8 (4) 4 Total taxes other than income $1,019 $369 $295 $162 $208 410(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) For the Year Ended December 31, 2011 Exelon Generation ComEd PECO BGE Taxes other than income Utility $443 $27 $243 $173 $79 Property 177 146 22 9 107 Payroll 123 71 25 13 17 Other 42 20 6 10 4 Total taxes other than income $785 $264 $296 $205 $207 (a)Generation’s utility tax represents gross receipts tax related to its retail operations and ComEd’s, PECO’s and BGE’s utility taxes represent municipal and state utilitytaxes and gross receipts taxes related to their operating revenues, respectively. The offsetting collection of utility taxes from customers is recorded in revenues on theRegistrants’ Consolidated Statements of Operations and Comprehensive Income. For the Year Ended December 31, 2013 Exelon Generation ComEd PECO BGE Other, Net Decommissioning-related activities: Net realized income on decommissioning trust funds— Regulatory agreement units $256 $256 $— $— $— Non-regulatory agreement units 77 77 — — — Net unrealized gains on decommissioning trust funds— Regulatory agreement units 406 406 — — — Non-regulatory agreement units 146 146 — — — Net unrealized gains on pledged assets— Zion Station decommissioning 7 7 — — — Regulatory offset to decommissioning trust fund-related activities (546) (546) — — — Total decommissioning-related activities 346 346 — — — Investment income 8 (1) — (1) 9 Long-term lease income 28 — — — — Interest income related to uncertain income tax positions 24 4 — — — AFUDC—Equity 22 — 11 4 7 Other 45 19 15 3 1 Other, net $473 $368 $26 $6 $17 For the Year Ended December 31, 2012 Exelon Generation ComEd PECO BGE Other, Net Decommissioning-related activities: Net realized income on decommissioning trust funds— Regulatory agreement units $189 $189 $— $— $— Non-regulatory agreement Units 102 102 — — — Net unrealized gains on decommissioning trust funds— Regulatory agreement units 386 386 — — — Non-regulatory agreement units 105 105 — — — Net unrealized gains on pledged assets— Zion Station decommissioning 73 73 — — — Regulatory offset to decommissioning trust fund-related activities (530) (530) — — — Total decommissioning-related activities 325 325 — — — 411(a) (a) (b)(c) (a) (b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) For the Year Ended December 31, 2012 Exelon Generation ComEd PECO BGE Investment income 20 3 1 2 11 Long-term lease income 29 — — — — Interest income related to uncertain income tax positions 15 2 20 — — AFUDC—Equity 17 — 6 4 10 Credit facility termination fees (85) (85) — — — Other 25 (6) 12 2 2 Other, net $346 $239 $39 $8 $23 For the Year Ended December 31, 2011 Exelon Generation ComEd PECO BGE Other, Net Decommissioning-related activities: Net realized income on decommissioning trust funds— Regulatory agreement units $177 $177 $— $— $— Non-regulatory agreement units 45 45 — — — Net unrealized losses on decommissioning trust funds— Regulatory agreement units (74) (74) — — — Non-regulatory agreement units (4) (4) — — — Net unrealized gains on pledged assets— Zion Station decommissioning 48 48 — — — Regulatory offset to decommissioning trust fund-related activities (130) (130) — — — Total decommissioning-related activities 62 62 — — — Investment income 10 1 1 3 13 Long-term lease income 28 — — — — Interest income related to uncertain income tax positions 53 31 14 1 — AFUDC—Equity 17 — 8 9 15 Bargain purchase gain related to Wolf Hollow acquisition 36 36 — — — Other (3) (8) 6 1 (2) Other, net $203 $122 $29 $14 $26 (a)Includes investment income and realized gains and losses on sales of investments of the trust funds.(b)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of net income taxes related to all NDT fund activity forthose units. See Note 15—Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.(c)Relates to the cash return on BGE’s rate stabilization deferral. See Note 3—Regulatory Matters for additional information regarding the rate stabilization deferral. 412(c) (a) (b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Supplemental Cash Flow Information The following tables provide additional information regarding the Registrants’ Consolidated Statements of Cash Flows for the yearsended December 31, 2013, 2012 and 2011. For the Year Ended December 31, 2013 Exelon Generation ComEd PECO BGE Depreciation, amortization, accretion and depletion Property, plant and equipment $1,893 $813 $545 $219 $264 Regulatory assets 212 — 119 9 84 Amortization of intangible assets, net 48 43 5 — — Amortization of energy contract assets and liabilities 430 507 — — — Nuclear fuel 921 921 — — — ARO accretion 275 275 — — — Total depreciation, amortization, accretion and depletion $3,779 $2,559 $669 $228 $348 For the Year Ended December 31, 2012 Exelon Generation ComEd PECO BGE Depreciation, amortization, accretion and depletion Property, plant and equipment $1,712 $733 $525 $207 $245 Regulatory assets 129 — 80 10 53 Amortization of intangible assets, net 40 35 5 — — Amortization of energy contract assets and liabilities 1,110 1,110 — — — Nuclear fuel 848 848 — — — ARO accretion 240 240 — — — Total depreciation, amortization, accretion and depletion $4,079 $2,966 $610 $217 $298 For the Year Ended December 31, 2011 Exelon Generation ComEd PECO BGE Depreciation, amortization and accretion Property, plant and equipment $1,284 $570 $502 $191 $224 Regulatory assets 63 — 52 11 50 Nuclear fuel 755 755 — — — ARO accretion 214 214 — — — Total depreciation, amortization and accretion $2,316 $1,539 $554 $202 $274 (a)Included in revenues or fuel expense, or operating revenues on the Registrants’ Consolidated Statements of Operations and Comprehensive Income.(b)Included in operating and maintenance expense on the Registrants’ Consolidated Statements of Operations and Comprehensive Income. 413 (a) (a) (b) (a) (a) (b) (a) (b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) For the Year Ended December 31, 2013 Exelon Generation ComEd PECO BGE Cash paid (refunded) during the year: Interest (net of amount capitalized) $866 $291 $283 $95 $130 Income taxes (net of refunds) 112 (18) 33 70 42 Other non-cash operating activities: Pension and non-pension postretirement benefit costs $825 $345 $308 $43 $56 Earnings from equity method investments (10) (10) — — — Provision for uncollectible accounts 101 10 (15) 61 44 Provision for excess and obsolete inventory 9 9 — — — Stock-based compensation costs 120 — — — — Other decommissioning-related activity (169) (169) — — — Energy-related options 104 104 — — — Amortization of regulatory asset related to debt costs 12 — 9 3 — Amortization of rate stabilization deferral 66 — — — 66 Amortization of debt fair value adjustment (34) (34) — — — Discrete impacts from EIMA (271) — (271) — — Amortization of debt costs 18 10 1 2 2 Impairment of investments in direct financing leases 14 — — — — Impairment charges 149 149 — — — Other (58) — (4) (1) (15) Total other non-cash operating activities $876 $414 $28 $108 $153 Changes in other assets and liabilities: Under/over-recovered energy and transmission costs $12 $— $(35) $9 $38 Other regulatory assets and liabilities (64) — (43) (16) (71) Other current assets (165) (151) (2) 13 (8) Other noncurrent assets and liabilities 322 15 268 (12) (23) Total changes in other assets and liabilities $105 $(136) $188 $(6) $(64) Exelon Generation ComEd PECO BGE Non-cash investing and financing activities: Change in ARC $(128) $(128) $— $— $4 Change in capital expenditures not paid (38) (107) (8) 13 (48) Consolidated VIE dividend to non-controlling interest 63 63 — — — Indemnification of like-kind exchange position — — 176 — — (a)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARCamortization, investment income and income taxes related to all NDT fund activity for these units. See Note 15—Asset Retirement Obligations for additionalinformation regarding the accounting for nuclear decommissioning.(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.(c)Reflects the change in distribution rates pursuant to EIMA, which allows for the recovery of costs by a utility through a pre-established performance-based formularate tariff. See Note 3—Regulatory Matters for more information.(d)Relates to integration costs to achieve distribution synergies related to the merger transaction. See Note 3—Regulatory Matters for more information.(e)Relates to an other than temporary decline in the estimated residual value of one of Exelon’s direct financing leases. See Note 8—Impairment of Long-Lived Assetsfor more information.(f)Relates to the cancellation of uprate projects and write down of certain wind projects at Generation. See Note 8— Impairment of Long-Lived Assets for moreinformation. 414 (a) (b) (c) (e) (f)(g)(h) (i)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (g)Relates primarily to interest payable related to like-kind exchange tax position. See Note 14—Income Taxes for discussion of the like-kind exchange tax position.(h)Includes $55 million of changes in capital expenditures not paid between December 31, 2013 and 2012 related to Antelope Valley.(i)See Note 14—Income Taxes for discussion of the like-kind exchange tax position. For the Year Ended December 31, 2012 Exelon Generation ComEd PECO BGE Cash paid (refunded) during the year: Interest (net of amount capitalized) $761 $286 $288 $113 $136 Income taxes (net of refunds) (171) 175 (42) (64) (112) Other non-cash operating activities: Pension and non-pension postretirement benefit costs $820 $341 $282 $50 $57 Loss in equity method investments 91 91 — — — Provision for uncollectible accounts 164 22 42 60 44 Provision for excess and obsolete inventory 6 6 1 — — Stock-based compensation costs 94 — — — — Other decommissioning-related activity (145) (145) — — — Energy-related options 160 160 — — — Amortization of regulatory asset related to debt costs 18 — 13 3 2 Amortization of rate stabilization deferral 57 — — — 67 Amortization of debt fair value adjustment (34) (34) — — — Merger-related commitments 141 32 — — 27 Severance costs 99 34 — — — Discrete impacts from EIMA (96) — (96) — — Amortization of debt costs 19 11 5 3 2 Other (11) 19 5 9 (6) Total other non-cash operating activities $1,383 $537 $252 $125 $193 Changes in other assets and liabilities: Under/over-recovered energy and transmission costs $71 $— $28 $20 $26 Other regulatory assets and liabilities (404) — (68) 18 (112) Other current assets 213 (30) (7) (12) (7) Other noncurrent assets and liabilities (248) (98) (95) (10) 8 Total changes in other assets and liabilities $(368) $(128) $(142) $16 $(85) Exelon Generation ComEd PECO BGE Non-cash investing and financing activities: Change in ARC $781 $781 $2 $— $— Change in capital expenditures not paid 160 103 15 26 (4) Merger with Constellation, common stock issued 7,365 5,264 — — — (a)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARCamortization, investment income and income taxes related to all NDT fund activity for these units. See Note 15—Asset Retirement Obligations for additionalinformation regarding the accounting for nuclear decommissioning.(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.(c)Reflects the change in distribution rates pursuant to EIMA, which allows for the recovery of costs by a utility through a pre-established performance-based formularate tariff. See Note 3—Regulatory Matters for more information. 415 (a) (b) (d) (c)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (d)Relates to the integration costs to achieve distribution synergies related to the merger transaction. See Note 4—Mergers and Acquisitions for more information onmerger-related commitments.(e)Includes $127 million of changes in capital expenditures not paid between December 31, 2012 and 2011 related to Antelope Valley. For the Year Ended December 31, 2011 Exelon Generation ComEd PECO BGE Cash paid (refunded) during the year: Interest (net of amount capitalized) $649 $158 $296 $128 $122 Income taxes (net of refunds) (457) 347 (676) (65) (54) Other non-cash operating activities: Pension and non-pension postretirement benefit costs $542 $249 $213 $32 $51 Provision for uncollectible accounts 121 — 57 64 44 Stock-based compensation costs 67 — — — — Other decommissioning-related activity 16 16 — — — Energy-related options 137 137 — — — Amortization of regulatory asset related to debt costs 21 — 18 3 2 Amortization of rate stabilization deferral — — — — 57 Deferral of storm costs — — — — (16) Uncollectible accounts recovery, net 14 — 14 — — Discrete impacts from 2010 Rate Case Order (32) — (32) — — Bargain purchase gain related to Wolf Hollow Acquisition (36) (36) — — — Discrete impacts from EIMA (82) — (82) — — Other 2 55 (4) 1 (9) Total other non-cash operating activities $770 $421 $184 $100 $129 Changes in other assets and liabilities: Under/over-recovered energy and transmission costs $(45) $— $(49) $4 $(52) Other regulatory assets and liabilities — — 44 26 10 Other current assets (101) (23) (14) (12) (88) Other noncurrent assets and liabilities 122 (34) 64 (4) (31) Total changes in other assets and liabilities $(24) $(57) $45 $14 $(161) Exelon Generation ComEd PECO BGE Non-cash investing and financing activities: Change in ARC $186 $186 $— $— $— Change in capital expenditures not paid 96 125 7 (35) (7) (a)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARCamortization, investment income and income taxes related to all NDT fund activity for these units. See Note 15—Asset Retirement Obligations for additionalinformation regarding the accounting for nuclear decommissioning.(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.(c)In May 2011, as a result of the 2010 Rate Case order, ComEd recorded one-time benefits to reestablish previously expensed plant balances and to recover previouslyincurred costs related to Exelon’s 2009 restructuring plan. See Note 3—Regulatory Matters for more information.(d)Includes the establishment of a regulatory asset, pursuant to EIMA, for the 2011 annual reconciliation in ComEd’s distribution formula rate tariff and the deferral ofcosts associated with significant 2011 storms, partially offset by an accrual to fund a new Science and Technology Innovation Trust. See Note 3—Regulatory Matters formore information.(e)Includes $120 million of changes in capital expenditures not paid between December 31, 2011 and 2010 related to Antelope Valley. 416 (a) (b) (c) (d)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) DOE Smart Grid Investment Grant (Exelon, PECO and BGE). For the year ended December 31, 2013, Exelon, PECO and BGEhave included in the capital expenditures line item under investing activities of the cash flow statement capital expenditures of $74 million,$27 million and $47 million, respectively, and reimbursements of $95 million, $37 million and $58 million, respectively, related to PECO’sand BGE’s DOE SGIG programs. For the year ended December 31, 2012, Exelon, PECO and BGE have included in the capitalexpenditures line item under investing activities of the cash flow statement capital expenditures of $103 million, $56 million and $47million, respectively, and reimbursements of $113 million, $66 million and $47 million, respectively, related to PECO’s and BGE’s DOESGIG programs. See Note 3—Regulatory Matters for additional information regarding the DOE SGIG. Supplemental Balance Sheet Information The following tables provide additional information about assets and liabilities of the Registrants at December 31, 2013 and 2012. December 31, 2013 Exelon Generation ComEd PECO BGE Investments Equity method investments: Financing trusts $22 $— $6 $8 $8 Keystone Fuels, LLC 32 32 — — — Conemaugh Fuels, LLC 21 21 — — — CENG 1,925 1,925 — — — Safe Harbor 285 285 — — — Malacha 8 8 — — — Other investments 31 31 — — — Total equity method investments 2,324 2,302 6 8 8 Other investments: Net investment in direct financing leases 698 0 — — — Employee benefit trusts and investments 90 23 5 23 5 Total investments $3,112 $2,325 $11 $31 $13 December 31, 2012 Exelon Generation ComEd PECO BGE Investments Equity method investments: Financing trusts $22 $— $6 $8 $8 Keystone Fuels, LLC 38 38 — — — Conemaugh Fuels, LLC 26 26 — — — CENG 1,849 1,849 — — — Safe Harbor 293 293 — — — Malacha 8 8 — — — Other investments 34 33 — — — Total equity method investments 2,270 2,247 6 8 8 Other investments: Net investment in direct financing leases 685 — — — — Employee benefit trusts and investments 100 22 8 22 5 Total investments $3,055 $2,269 $14 $30 $13 417 (a) (b) (a) (b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Includes investments in financing trusts, which were not consolidated within the financial statements of Exelon and are shown as investments in affiliates on theConsolidated Balance Sheets. See Note 1—Significant Accounting Policies for additional information.(b)The Registrants’ investments in these marketable securities are recorded at fair market value. The following tables provide additional information about liabilities of the Registrants at December 31, 2013 and 2012. December 31, 2013 Exelon Generation ComEd PECO BGE Accrued expenses Compensation-related accruals $683 $337 $135 $47 $55 Taxes accrued 315 212 62 24 16 Interest accrued 234 72 95 32 29 Severance accrued 66 31 3 1 4 Other accrued expenses 335 324 12 2 7 Total accrued expenses $1,633 $976 $307 $106 $111 December 31, 2012 Exelon Generation ComEd PECO BGE Accrued expenses Compensation-related accruals $708 $371 $125 $45 $38 Taxes accrued 353 247 61 3 22 Interest accrued 232 60 96 32 37 Severance accrued 91 42 4 1 5 Other accrued expenses 412 396 9 1 — Total accrued expenses $1,796 $1,116 $295 $82 $102 (a)Primarily includes accrued payroll, bonuses and other incentives, vacation and benefits.(b)Includes $228 million and $327 million for amounts accrued related to Antelope Valley as of December 31, 2013 and December 31, 2012, respectively. 24. Segment Information (Exelon, Generation, ComEd, PECO and BGE) Operating segments for each of the Registrants are determined based on information used by the chief operating decision maker(s)(CODM) in deciding how to evaluate performance and allocate resources at each of the Registrants. Exelon has nine reportable segments, ComEd, PECO, BGE and Generation’s six power marketing reportable segments consisting ofthe Mid-Atlantic, Midwest, New England, New York, ERCOT and all other regions not considered individually significant referred tocollectively as “Other Regions”; including the South, West and Canada. Generation’s expanded number of reportable segments is the resultof the acquisition of Constellation on March 12, 2012. ComEd, PECO and BGE each represent a single reportable segment; as such, noseparate segment information is provided for these Registrants. Exelon evaluates the performance of ComEd, PECO and BGE based on netincome. The CODMs for ComEd, PECO, and BGE evaluate performance and allocate resources for their respective companies based on netincome and return on equity for ComEd, PECO, and BGE each as single integrated businesses. 418 (a)(b)(b) (a)(b)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The foundation of Generation’s six reportable segments is based on the geographic location of its assets, and is largely representative ofthe footprints of an ISO / RTO and/or NERC region. Descriptions of each of Generation’s six reportable segments are as follows: • Mid-Atlantic represents operations in the eastern half of PJM, which includes Pennsylvania, New Jersey, Maryland, Virginia, WestVirginia, Delaware, the District of Columbia and parts of North Carolina. • Midwest represents operations in the western half of PJM, which includes portions of Illinois, Indiana, Ohio, Michigan, Kentuckyand Tennessee, and the United States footprint of MISO excluding MISO’s Southern Region, which covers all or most of NorthDakota, South Dakota, Nebraska, Minnesota, Iowa, Wisconsin, the remaining parts of Illinois, Indiana, Michigan and Ohio notcovered by PJM, and parts of Montana, Missouri and Kentucky. • New England represents the operations within ISO-NE covering the states of Connecticut, Maine, Massachusetts, NewHampshire, Rhode Island and Vermont. • New York represents operations within ISO-NY, which covers the state of New York in its entirety. • ERCOT represents operations within Electric Reliability Council of Texas, covering most of the state of Texas. • Other Regions not considered individually significant: • South represents operations in the FRCC, MISO’s Southern Region, and the remaining portions of the SERC not includedwithin MISO or PJM, which includes all or most of Florida, Arkansas, Louisiana, Mississippi, Alabama, Georgia,Tennessee, North Carolina, South Carolina and parts of Missouri, Kentucky and Texas. Generation’s South region alsoincludes operations in the SPP, covering Kansas, Oklahoma, most of Nebraska and parts of New Mexico, Texas, Louisiana,Missouri, Mississippi and Arkansas. • West represents operations in the WECC, which includes California ISO, and covers the states of California, Oregon,Washington, Arizona, Nevada, Utah, Idaho, Colorado, and parts of New Mexico, Wyoming and South Dakota. • Canada represents operations across the entire country of Canada and includes the AESO, OIESO and the Canadian portionof MISO. The CODMs for Exelon and Generation evaluate the performance of Generation’s power marketing activities and allocate resourcesbased on revenue net of purchased power and fuel expense. Generation believes that revenue net of purchased power and fuel expense is auseful measurement of operational performance. Revenue net of purchased power and fuel expense is not a presentation defined underGAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information providedelsewhere in this report. Generation’s operating revenues include all sales to third parties and affiliated sales to ComEd, PECO and BGE.Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy and ancillaryservices. Fuel expense includes the fuel costs for Generation’s own generation and fuel costs associated with tolling agreements.Generation’s other business activities, including retail and wholesale gas, upstream natural gas, proprietary trading, energy efficiency anddemand response, heating, cooling, and cogeneration facilities, and home improvements, sales of electric and gas appliances, servicing ofheating, air conditioning, plumbing, electrical, and indoor quality systems, and investments in energy-related proprietary technology are notallocated to regions. Further, Generation’s compensation under the reliability-must-run rate schedule, 419Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) results of operations from the Brandon Shores, Wagner, and C.P. Crane Maryland generating stations, and other miscellaneous revenues,mark-to-market impact of economic hedging activities, and amortization of certain intangible assets relating to commodity contracts recordedat fair value as a result of the merger are also not allocated to a region. An analysis and reconciliation of the Registrants’ reportable segment information to the respective information in the consolidatedfinancial statements for the years ended December 31, 2013, 2012 and 2011 is as follows: Generation ComEd PECO BGE Other IntersegmentEliminations Exelon Operating revenues: 2013 $15,630 $4,464 $3,100 $3,065 $1,241 $(2,612) $24,888 2012 14,437 5,443 3,186 2,091 1,396 (3,064) 23,489 2011 10,447 6,056 3,720 — 830 (1,990) 19,063 Intersegment revenues: 2013 $1,367 $3 $1 $13 $1,237 $(2,607) $14 2012 1,660 2 3 9 1,381 (3,049) 6 2011 1,161 2 5 — 831 (1,990) 9 Depreciation and amortization 2013 $856 $669 $228 $348 $52 $— $2,153 2012 768 610 217 238 48 — 1,881 2011 570 554 202 — 21 — 1,347 Operating expenses: 2013 $13,976 $3,510 $2,434 $2,616 $1,324 $(2,618) $21,242 2012 13,226 4,557 2,563 2,053 1,662 (3,043) 21,018 2011 7,571 5,074 3,065 — 863 (1,990) 14,583 Equity in earnings (losses) ofunconsolidated affiliates 2013 $10 $— $— $— $— $— $10 2012 (91) — — — — — (91) 2011 (1) — — — — — (1) Interest expense, net: 2013 $357 $579 $115 $122 $183 $— $1,356 2012 301 307 123 111 86 — 928 2011 170 345 134 — 77 — 726 Income (loss) before incometaxes: 2013 $1,675 $401 $557 $344 $(191) $(13) $2,773 2012 1,058 618 508 (54) (325) (7) 1,798 2011 2,827 666 535 — (59) (13) 3,956 Income taxes: 2013 $615 $152 $162 $134 $(20) $1 $1,044 2012 500 239 127 (23) (215) (1) 627 2011 1,056 250 146 — 9 (4) 1,457 Net income (loss): 2013 $1,060 $249 $395 $210 $(171) $(14) $1,729 2012 558 379 381 (31) (110) (6) 1,171 2011 1,771 416 389 — (68) (9) 2,499 Capital expenditures: 2013 $2,752 $1,433 $537 $587 $86 $— $5,395 2012 3,554 1,246 422 500 67 — 5,789 2011 2,491 1,028 481 — 42 — 4,042 Total assets: 2013 $41,232 $24,118 $9,617 $7,861 $8,317 $(11,221) $79,924 2012 40,681 22,905 9,353 7,506 10,432 (12,316) 78,561 420(a) (b) (c) (d) (e) (d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (a)Generation includes the six power marketing reportable segments shown below: Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Regions.Intersegment revenues for Generation for the year ended December 31, 2013 include revenue from sales to PECO of $405 and sales to BGE of $455 million in theMid-Atlantic region, and sales to ComEd of $506 in the Midwest region, net of $7 million related to the unrealized mark-to-market losses related to the ComEd swap,which eliminate upon consolidation. For the year ended December 31, 2012 include revenue from sales to PECO of $543 and sales to BGE of $322 million in the Mid-Atlantic region, and sales to ComEd of $795 in the Midwest region, net of $7 million related to the unrealized mark-to-market losses related to the ComEd swap, whicheliminate upon consolidation. For the year ended 2011 intersegment revenues for Generation include revenue from sales to PECO of $508 million in the Mid-Atlanticregion, and sales to ComEd of $653 million in the Midwest region.(b)Amounts represent activity recorded at BGE from March 12, 2012, the closing date of the merger, through December 31, 2013.(c)Other primarily includes Exelon’s corporate operations, shared service entities and other financing and investment activities.(d)For the years ended December 31, 2013, 2012 and 2011, utility taxes of $79 million, $82 million and $27 million, respectively, are included in revenues and expensesfor Generation. For the years ended December 31, 2013, 2012 and 2011, utility taxes of $241 million, $239 million and $243 million, respectively, are included inrevenues and expenses for ComEd. For the years ended December 31, 2013, 2012 and 2011, utility taxes of $129 million, $141 million and $173 million, respectively,are included in revenues and expenses for PECO. For the year ended December 31, 2013 and for the period of March 12, 2012 through December 31, 2012, utilitytaxes of $82 million and $59 million are included in revenues and expenses for BGE, respectively.(e)Intersegment revenues exclude sales to unconsolidated affiliates. The intersegment profit associated with Generation’s sale of certain products and services by andbetween Exelon’s segments is not eliminated in consolidation due to the recognition of intersegment profit in accordance with regulatory accounting guidance. ForExelon, these amounts are included in operating revenues in the Consolidated Statements of Operations. Generation total revenues: 2013 2012 2011 Revenuesfromexternalcustomers Intersegmentrevenues TotalRevenues Revenuesfromexternalcustomers Intersegmentrevenues TotalRevenues Revenuesfromexternalcustomers Intersegmentrevenues TotalRevenues Mid-Atlantic $5,182 $22 $5,204 $5,082 $(44) $5,038 $4,052 $— $4,052 Midwest 4,280 (10) 4,270 4,824 24 4,848 5,445 — 5,445 New England 1,245 (8) 1,237 1,048 45 1,093 11 — 11 New York 735 (21) 714 582 (25) 557 — — — ERCOT 1,222 (6) 1,216 1,365 2 1,367 575 — 575 Other Regions 946 22 968 755 78 833 201 — 201 Total Revenues for ReportableSegments $13,610 $(1) $13,609 $13,656 $80 $13,736 $10,284 $— $10,284 Other 2,020 1 2,021 781 (80) 701 163 — 163 Total Generation ConsolidatedOperating Revenues $15,630 $— $15,630 $14,437 $— $14,437 $10,447 $— $10,447 (a)Includes all electric sales to third parties and affiliated sales to ComEd, PECO and BGE.(b)Other regions include the South, West and Canada, which are not considered individually significant.(c)Other represents activities not allocated to a region. See text above for a description of included activities. Also includes amortization of intangible assets related tocommodity contracts recorded at fair value of $767 million and $1,505 million for the years ended December 31, 2013 and 2012, respectively, and elimination ofintersegment revenues. 421(a)(a)(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) Generation total revenues net of purchased power and fuel expense: 2013 2012 2011 RNF fromexternalcustomers IntersegmentRNF TotalRNF RNF fromexternalcustomers IntersegmentRNF TotalRNF RNF fromexternalcustomers IntersegmentRNF TotalRNF Mid-Atlantic $3,273 $(3) $3,270 $3,477 $(44) $3,433 $3,350 $— $3,350 Midwest 2,585 1 2,586 2,974 24 2,998 3,547 — 3,547 New England 217 (32) 185 151 45 196 9 — 9 New York 14 (18) (4) 101 (25) 76 — — — ERCOT 604 (168) 436 403 2 405 84 — 84 Other Regions 334 (133) 201 53 78 131 (14) — (14) Total Revenues net of purchased powerand fuel expense for ReportableSegments $7,027 $(353) $6,674 $7,159 $80 $7,239 $6,976 $— $6,976 Other 406 353 759 217 (80) 137 (118) — (118) Total Generation Revenues net ofpurchased power and fuel expense $7,433 $— $7,433 $7,376 $— $7,376 $6,858 $— $6,858 (a)Includes purchases and sales from third parties and affiliated sales to ComEd, PECO and BGE.(b)Other regions include the South, West and Canada, which are not considered individually significant.(c)Other represents activities not allocated to a region. See text above for a description of included activities. Also includes amortization of intangible assets related tocommodity contracts recorded at fair value of $488 million and $1,098 million, for the years ended December 31, 2013 and 2012, respectively, and the elimination ofintersegment revenues. 422(a)(a)(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) 25. Related Party Transactions (Exelon, Generation, ComEd, PECO and BGE) Exelon The financial statements of Exelon include related party transactions as presented in the tables below: For the Years EndedDecember 31, 2013 2012 2011 Operating revenues from affiliates: PECO $10 $6 $9 CENG 56 42 — BGE 4 — — Total operating revenues from affiliates $70 $48 $9 Purchase power and fuel from affiliates: CENG $992 $793 $— Keystone Fuels, LLC 144 119 68 Conemaugh Fuels, LLC 98 101 69 Safe Harbor Water Power Corp 22 23 — Total purchase power and fuel from affiliates $1,256 $1,036 $137 Interest expense to affiliates, net: ComEd Financing III $13 $13 $13 PECO Trust III 6 6 6 PECO Trust IV 6 6 6 BGE Capital Trust II 16 12 — Total interest expense to affiliates, net $41 $37 $25 Earnings (losses) in equity method investments: CENG $9 $(99) $— Qualifying facilities and domestic power projects 1 8 (1) Total earnings (losses) in equity method investments $10 $(91) $(1) 423(a)(b)(c)(f)(e)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) December 31, 2013 2012 Investments in affiliates: ComEd Financing III $6 $6 PECO Energy Capital Corporation 4 4 PECO Trust IV 4 4 BGE Capital Trust II 8 8 Total investments in affiliates $22 $22 Receivables from affiliates (current): CENG $3 $16 Payables to affiliates (current): CENG $85 $83 ComEd Financing III 4 4 PECO Trust III 1 1 BGE Capital Trust II 4 4 Keystone Fuels, LLC 12 11 Conemaugh Fuels, LLC 9 9 Other 1 — Total payables to affiliates (current) $116 $112 Long-term debt due to financing trusts: ComEd Financing III $206 $206 PECO Trust III 81 81 PECO Trust IV 103 103 BGE Capital Trust II 258 258 Total long-term debt due to financing trusts $648 $648 (a)The intersegment profit associated with the sale of certain products and services by and between Exelon’s segments is not eliminated in consolidation due to therecognition of intersegment profit in accordance with regulatory accounting guidance. For Exelon, these amounts are included in operating revenues in theConsolidated Statement of Operations. See Note 3—Regulatory Matters for additional information.(b)Exelon has a shared services agreement (SSA) with CENG, which expires in 2017. Pursuant to an agreement between Exelon and EDF, the pricing in the SSA forservices reflect actual costs determined on the same basis that BSC charges its affiliates for similar services subject to an annual cap for most SSA services provided.In addition to the SSA, Generation has a power services agency agreement (PSAA) with the CENG plants, which expires on December 31, 2014. The PSAA is a five-year agreement under which Generation provides scheduling, asset management and billing services to the CENG plants for a specified monthly fee. The chargesfor services reflect the cost of the services. At the closing, as described under the Master Agreement, the PSAA will be amended and extended until the complete andpermanent cessation of operation of the CENG generation plants. For further information regarding the Investment in CENG see Note 5—Investment in ConstellationEnergy Nuclear Group, LLC.(c)CENG owns 100% of four nuclear units in Maryland and New York and 82% of Nine Mile Point Unit 2 in New York. Generation has a PPA under which it ispurchasing 85% of the nuclear plant output owned by CENG that is not sold to third parties under pre-existing firm and unit-contingent PPAs through 2014.Beginning on January 1, 2015 and continuing to the end of the life of the respective plants, Generation will purchase on a unit-contingent basis 50.01% of thenuclear plant output owned by CENG and a subsidiary of EDF will purchase on a unit-contingent basis 49.99% of the nuclear plant output owned by CENG (EDFPPA). This agreement will continue to be effective and is not affected by the Master Agreement, except that if the put option under the Master Agreement is exercised,then the EDF PPA would transfer to Generation upon completion of the Put Option Agreement transaction. For further information regarding the Investment in CENGsee Note 5—Investment in Constellation Energy Nuclear Group, LLC.(d)Exelon Foundation is a nonconsolidated not-for-profit Illinois corporation. The Exelon Foundation was established in 2007 to serve educational and environmentalphilanthropic purposes and does not serve a direct business or political purpose of Exelon. 424(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (e)Generation’s total gain (loss) in equity method investments includes equity investment income (loss) and amortization of basis difference. For further informationregarding the Investment in CENG see Note 5—Investment in Constellation Energy Nuclear Group, LLC.(f)The BGE Capital Trust II portion of Exelon’s interest expense to affiliates, net, for December 31, 2012 excludes $4 million of expense incurred in 2012 prior to theclosing of Exelon’s merger with Constellation on March 12, 2012. Transactions involving Generation, ComEd, PECO and BGE are further described in the tables below. Generation The financial statements of Generation include related party transactions as presented in the tables below: For the Years EndedDecember 31, 2013 2012 2011 Operating revenues from affiliates: ComEd $506 $795 $653 PECO 405 543 508 BGE 455 322 — CENG 56 42 — BSC 1 — — Total operating revenues from affiliates $1,423 $1,702 $1,161 Purchase power and fuel from affiliates: PECO $— $— $1 ComEd 1 — — BGE 13 8 — CENG 992 793 — Keystone Fuels, LLC 144 119 68 Conemaugh Fuels, LLC 98 101 69 Safe Harbor Water Power Corporation 22 23 — Total purchase power and fuel from affiliates $1,270 $1,044 $138 Operating and maintenance from affiliates: ComEd $2 $2 $2 PECO 1 3 5 BSC 571 625 314 Total operating and maintenance from affiliates $574 $630 $321 Interest expense to affiliates, net: Exelon Corporate $59 $75 $— Earnings (losses) in equity method investments CENG 9 (99) — Qualifying facilities and domestic power projects 1 8 (1) Total earnings (losses) in equity method investments $10 $(91) $(1) Cash distribution paid to member $625 $1,626 $172 Contribution from member $26 $48 $30 425(a)(b)(c)(d)(e)(f)(f)(g)(h)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) December 31, 2013 2012 Mark-to-market derivative assets with affiliates (current): ComEd $— $226 Receivables from affiliates (current): CENG $3 $— ComEd 38 54 PECO 38 56 BGE 27 31 Other 2 — Total receivables from affiliates (current) $108 $141 Receivable from affiliate (noncurrent) Exelon Corporate $— $1 Payables to affiliates (current): CENG $85 $83 Exelon Corporate 7 33 BSC 66 77 Keystone Fuels, LLC 12 11 Conemaugh Fuels, LLC 9 9 Other 2 — Total payables to affiliates (current) $181 $213 Payables to affiliates (noncurrent): ComEd $2,293 $2,037 PECO 447 360 Total payables to affiliates (noncurrent) $2,740 $2,397 (a)Generation has an ICC-approved RFP contract with ComEd to provide a portion of ComEd’s electricity supply requirements. Generation also sells RECs to ComEd. Inaddition, Generation had revenue from ComEd associated with the settled portion of the financial swap contract established as part of the Illinois Settlement. See Note3—Regulatory Matters for additional information.(b)Generation provides electric supply to PECO under contracts executed through PECO’s competitive procurement process. In addition, Generation has five-year andten-year agreements with PECO to sell non-solar and solar AECs, respectively. See Note 3—Regulatory Matters for additional information.(c)Generation provides a portion of BGE’s energy requirements under its MDPSC-approved market-based SOS and gas commodity programs. See Note 3—RegulatoryMatters for additional information.(d)Exelon has a shared services agreement with CENG, which expires in 2017. Pursuant to an agreement between Exelon and EDF, the pricing in the SSA forservices reflect actual costs determined on the same basis that BSC charges its affiliates for similar services subject to an annual cap for most SSA services provided.In addition to the SSA, Generation has a power services agency agreement with the CENG plants, which expires on December 31, 2014. The PSAA is a five-yearagreement under which Generation provides scheduling, asset management and billing services to the CENG plants for a specified monthly fee. The charges forservices reflect the cost of the services. At the closing, as described under the Master Agreement, the PSAA will be amended and extended until the complete andpermanent cessation of operation of the CENG generation plants. For further information regarding the Investment in CENG see Note 5—Investment in ConstellationEnergy Nuclear Group, LLC.(e)CENG owns 100% of four nuclear units in Maryland and New York and 82% of Nine Mile Point Unit 2 in New York. Generation has a PPA under which it ispurchasing 85% of the nuclear plant output owned by CENG that is not sold to third parties under pre-existing firm and unit-contingent PPAs through 2014.Beginning on January 1, 2015 and continuing to the end of the life of the respective plants, Generation will purchase on a unit-contingent basis 50.01% of thenuclear plant output owned by CENG and a subsidiary of EDF will purchase on a unit-contingent basis 49.99% of the nuclear plant output 426(i)(d)(a)(j)(b)(c)(e)(k)(g)(l)(l)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) owned by CENG. This agreement will continue to be effective and is not affected by the Master Agreement, except that if the put option under the Master Agreementis exercised, then the EDF PPA would transfer to Generation upon completion of the Put Option Agreement transaction. For further information regarding theInvestment in CENG see Note 5—Investment in Constellation Energy Nuclear Group, LLC.(f)Generation requires electricity for its own use at its generating stations. Generation purchases electricity and distribution and transmission services from PECO andonly distribution and transmission services from ComEd for the delivery of electricity to its generating stations.(g)Generation receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply managementservices. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.(h)Generation’s total gain (loss) in equity method investments includes equity income (loss) and amortization of basis difference. For further information regarding theInvestment in CENG see Note 5—Investment in Constellation Energy Nuclear Group, LLC.(i)Represents the fair value of Generation’s five-year financial swap contract with ComEd, which ended in 2013.(j)Generation had a $53 million receivable from ComEd at December 31, 2012 associated with the completed portion of the financial swap contract entered into as part ofthe Illinois Settlement. See Note 3—Regulatory Matters and Note 12—Derivative Financial Instruments for additional information.(k)As of December 31, 2013 and 2012, the balance consists of interest owed to Exelon Corporation related to the senior unsecured notes. In addition, the balance atDecember 31, 2012, includes expense related to certain invoices Exelon Corporation processed on behalf of Generation.(l)Generation has long-term payables to ComEd and PECO as a result of the nuclear decommissioning contractual construct whereby, to the extent NDT funds aregreater than the underlying ARO at the end of decommissioning, such amounts are due back to ComEd and PECO, as applicable, for payment to their respectivecustomers. See Note 15—Asset Retirement Obligations. ComEd The financial statements of ComEd include related party transactions as presented in the tables below: For the Years EndedDecember 31, 2013 2012 2011 Operating revenues from affiliates Generation $3 $2 $2 Purchased power from affiliate Generation $512 $789 $653 Operating and maintenance from affiliate BSC $157 $163 $158 Interest expense to affiliates, net: Exelon Corporate $— $— $2 ComEd Financing III 13 13 13 Total interest expense to affiliates, net $13 $13 $15 Capitalized costs BSC $69 $92 $85 Cash dividends paid to parent $220 $105 $300 Contribution from parent $— $11 $11 427(a)(b)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) December 31, 2013 2012 Prepaid voluntary employee beneficiary association trust $13 $10 Investment in affiliate ComEd Financing III $6 $6 Receivable from affiliates (current): Voluntary employee beneficiary association trust $3 $— BGE — 3 Total receivable from affiliates (current) $3 $3 Receivable from affiliates (noncurrent): Generation $2,293 $2,037 Exelon Corporate 176 2 Total receivable from affiliates (noncurrent) $2,469 $2,039 Payables to affiliates (current): Generation $38 $54 BSC 30 35 ComEd Financing III 4 4 Exelon Corporate 9 2 Other 2 2 Total payables to affiliates (current) $83 $97 Mark-to-market derivative liability with affiliate (current) Generation $— $226 Mark-to-market derivative liability with affiliate (noncurrent) Long-term debt to ComEd financing trust ComEd Financing III $206 $206 (a)ComEd procures a portion of its electricity supply requirements from Generation under an ICC-approved RFP contract. ComEd also purchases RECs from Generation.In addition, purchased power expense includes the settled portion of the financial swap contract with Generation established as part of the Illinois SettlementLegislation. See Note 3—Regulatory Matters and Note 12—Derivative Financial Instruments for additional information.(b)ComEd receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply managementservices. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.(c)The voluntary employee benefit association trusts covering active employees are included in corporate operations and are funded by the operating segments. Aprepayment to the active welfare plans has accumulated due to actuarially determined contribution rates, which are the basis for ComEd’s contributions to the plans,being higher than actual claim expense incurred by the plans over time. The prepayment is included in other current assets.(d)ComEd has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct for generating facilities previously owned byComEd. To the extent the assets associated with decommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back toComEd for payment to ComEd’s customers.(e)ComEd had a $53 million payable to Generation at December 31, 2012, associated with the completed portion of the financial swap contract entered into as part of theIllinois Settlement Legislation. See Note 3—Regulatory Matters and Note 12—Derivative Financial Information for additional information.(f)To fulfill a requirement of the Illinois Settlement Legislation, ComEd entered into a five-year financial swap with Generation, which ended in 2013.(g)In 2013, represents indemnification from Exelon Corporate related to the like-kind exchange transaction. 428(c)(d)(g)(a)(e)(b)(f)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) PECO The financial statements of PECO include related party transactions as presented in the tables below: For the Years EndedDecember 31, 2013 2012 2011 Operating revenues from affiliates: Generation $1 $3 $5 Purchased power from affiliate Generation $392 $533 $495 Operating and maintenance from affiliates: BSC $98 $107 $92 Generation 3 4 4 Total operating and maintenance from affiliates $101 $111 $96 Interest expense to affiliates, net: PECO Trust III $6 $6 $6 PECO Trust IV 6 6 6 Total interest expense to affiliates, net $12 $12 $12 Capitalized costs BSC $46 $54 $60 Cash dividends paid to parent $332 $343 $348 Contribution from parent $27 $9 $18 December 31, 2013 2012 Prepaid voluntary employee beneficiary association trust $3 $2 Investments in affiliates: PECO Energy Capital Corporation $4 $4 PECO Trust IV 4 4 Total investments in affiliates $8 $8 Receivable from affiliate (noncurrent): BGE $3 $2 Receivable from affiliate (noncurrent): Generation $447 $360 Payables to affiliates (current): Generation $38 $56 BSC 17 18 Exelon Corporate 2 1 PECO Trust III 1 1 Total payables to affiliates (current) $58 $76 Long-term debt to financing trusts: PECO Trust III $81 $81 PECO Trust IV 103 103 Total long-term debt to financing trusts $184 $184 (a)PECO provides energy to Generation for Generation’s own use. 429(a)(b)(c)(c)(d)(e)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (b)PECO purchases electric supply from Generation under contracts executed through its competitive procurement process. In addition, PECO has five-year and ten-yearagreements with Generation to purchase non-solar and solar AECs, respectively. See Note 3—Regulatory Matters for additional information on AECs.(c)PECO receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply managementservices. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.(d)The voluntary employee beneficiary association trusts covering active employees are included in corporate operations and are funded by the operating segments. Aprepayment to the active welfare plans has accumulated due to actuarially determined contribution rates, which are the basis for PECO’s contributions to the plans,being higher than actual claim expense incurred by the plans over time.(e)PECO has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct, whereby, to the extent the assets associated withdecommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back to PECO for payment to PECO’s customers. BGE The financial statements of BGE include related party transactions as presented in the tables below: For the Years EndedDecember 31, 2013 2012 2011 Operating revenues from affiliates: Generation $13 $10 $8 Purchased power from affiliate Generation $452 $396 $348 Operating and maintenance from affiliates: BSC $83 $106 $150 Interest expense to affiliates, net: BGE Capital Trust II $16 $16 $16 Capitalized costs BSC $15 $21 $29 Cash dividends paid to parent $— $— $(85) Contribution from parent $— $66 $— December 31, 2013 2012 Prepaid voluntary employee beneficiary association trust $1 $— Investments in affiliates: BGE Capital Trust II $8 $8 Payables to affiliates (current): Generation $27 $31 BSC 20 12 Exelon 1 17 ComEd — 3 PECO 3 2 BGE Capital Trust II 4 4 Total payables to affiliates (current) $55 $69 Long-term debt to BGE financing trust BGE Capital Trust II $258 $258 (a)BGE provides energy to Generation for Generation’s own use. 430(a)(b)(c)(c)(d)(b)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) (b)BGE procures a portion of its electricity and gas supply requirements from Generation under its MDPSC-approved market-based SOS and gas commodity programs.See Note 3—Regulatory Matters for additional information.(c)BGE receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply managementservices. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.(d)BGE receives a variety of corporate support services from Exelon Corporate, including payroll and benefits services. 26. Quarterly Data (Unaudited) (Exelon, Generation, ComEd and PECO) Exelon The data shown below, which may not equal the total for the year due to the effects of rounding and dilution, includes all adjustmentsthat Exelon considers necessary for a fair presentation of such amounts: Operating Revenues Operating Income Net (Loss) Incomeon CommonStock 2013 2012 2013 2012 2013 2012 Quarter ended: March 31 $6,082 $4,690 $508 $359 $(4) $200 June 30 6,141 5,966 1,005 714 490 286 September 30 6,502 6,579 1,254 603 738 296 December 31 6,163 6,254 889 704 495 378 Average Basic SharesOutstanding(in millions) Net (Loss) Incomeper Basic Share 2013 2012 2013 2012 Quarter ended: March 31 855 705 $(0.01) $0.28 June 30 856 853 0.57 0.34 September 30 857 854 0.86 0.35 December 31 856 854 0.60 0.44 Average Diluted SharesOutstanding(in millions) Net (Loss) Incomeper Diluted Share 2013 2012 2013 2012 Quarter ended: March 31 855 707 $(0.01) $0.28 June 30 860 856 0.57 0.33 September 30 860 857 0.86 0.35 December 31 860 857 0.59 0.44 431Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) The following table presents the New York Stock Exchange—Composite Common Stock Prices and dividends by quarter on a pershare basis: 2013 2012 Fourth Third Second First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter High price $30.59 $32.42 $37.80 $34.56 $37.50 $39.82 $39.37 $43.70 Low price 26.64 29.42 29.84 29.10 28.40 34.54 36.27 38.31 Close 27.39 29.64 30.88 34.48 29.74 35.58 37.62 39.21 Dividends 0.310 0.310 0.310 0.525 0.525 0.525 0.525 0.525 Generation The data shown below includes all adjustments that Generation considers necessary for a fair presentation of such amounts: Operating Revenues Operating (Loss) Income Net (Loss) Incomeon MembershipInterest 2013 2012 2013 2012 2013 2012 Quarter ended: March 31 $3,533 $2,743 $(64) $272 $(18) $168 June 30 4,070 3,765 603 384 330 166 September 30 4,255 4,031 721 174 490 91 December 31 3,772 3,898 405 290 269 137 ComEd The data shown below includes all adjustments that ComEd considers necessary for a fair presentation of such amounts: Operating Revenues Operating Income Net (Loss) Income 2013 2012 2013 2012 2013 2012 Quarter ended: March 31 $1,160 $1,388 $209 $226 $(81) $87 June 30 1,080 1,281 232 142 96 42 September 30 1,156 1,484 278 218 126 90 December 31 1,068 1,290 236 300 109 160 PECO The data shown below includes all adjustments that PECO considers necessary for a fair presentation of such amounts: Operating Revenues Operating Income Net Incomeon CommonStock 2013 2012 2013 2012 2013 2012 Quarter ended: March 31 $895 $875 $203 $177 $121 $96 June 30 672 715 138 151 72 79 September 30 728 806 155 178 92 122 December 31 805 790 168 117 102 79 432Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Combined Notes to Consolidated Financial Statements—(Continued)(Dollars in millions, except per share data unless otherwise noted) BGE The data shown below includes all adjustments that BGE considers necessary for a fair presentation of such amounts: Operating Revenues OperatingIncome (Loss) Net Income (Loss)attributable toCommon Shareholders 2013 2012 2013 2012 2013 2012 Quarter ended: March 31 $880 $697 $163 $(11) $77 $(33) June 30 653 616 69 52 22 13 September 30 737 720 114 30 50 (4) December 31 794 703 101 61 47 15 27. Subsequent Events (Exelon and PECO) On February 5, 2014, a winter storm which brought a mix of snow, ice and freezing rain to the region interrupted electric servicedelivery to nearly 715,000 customers in PECO’s service territory. Restoration efforts are continuing and will include significant costsassociated with employee overtime, support from other utilities and incremental equipment, contracted tree trimming crews and supplies.PECO estimates that restoration efforts will have a material impact to Exelon’s and PECO’s results of operations and cash flows for the firstquarter of 2014. 433Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Exelon, Generation, ComEd, PECO and BGE None. ITEM 9A.CONTROLS AND PROCEDURES Exelon, Generation, ComEd, PECO and BGE—Disclosure Controls and Procedures During the fourth quarter of 2013, each registrant’s management, including its principal executive officer and principal financial officer,evaluated the effectiveness of that registrant’s disclosure controls and procedures related to the recording, processing, summarizing andreporting of information in that registrant’s periodic reports that it files with the SEC. These disclosure controls and procedures have beendesigned by each registrant to ensure that (a) information relating to that registrant, including its consolidated subsidiaries, that is required tobe included in filings under the Securities Exchange Act of 1934, is accumulated and made known to that registrant’s management,including its principal executive officer and principal financial officer, by other employees of that registrant and its subsidiaries as appropriateto allow timely decisions regarding required disclosure, and (b) this information is recorded, processed, summarized, evaluated and reported,as applicable, within the time periods specified in the SEC’s rules and forms. Due to the inherent limitations of control systems, not allmisstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and thatbreakdowns can occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of somepersons or by collusion of two or more people. Accordingly, as of December 31, 2013, the principal executive officer and principal financial officer of each registrant concluded that suchregistrant’s disclosure controls and procedures were effective to accomplish their objectives. Exelon, Generation, ComEd, PECO and BGE—Changes in Internal Control Over Financial Reporting Each registrant continually strives to improve its disclosure controls and procedures to enhance the quality of its financial reporting andto maintain dynamic systems that change as conditions warrant. However, there have been no changes in internal control over financialreporting that occurred during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, any ofExelon’s, Generation’s, ComEd’s, PECO’s and BGE’s internal control over financial reporting. Exelon, Generation, ComEd, PECO and BGE—Internal Control Over Financial Reporting Management is required to assess and report on the effectiveness of its internal control over financial reporting as of December 31,2013. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 2013 and,therefore, concluded that each registrant’s internal control over financial reporting was effective. Management’s Report on Internal ControlOver Financial Reporting is included in ITEM 8. Financial Statements and Supplementary Data. 434Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 9B.OTHER INFORMATION Exelon, Generation and ComEd Anne R. Pramaggiore, President and Chief Operating Officer of ComEd, Michael J. Pacilio, President, Exelon Nuclear and ChiefNuclear Officer, Generation, and Sunil Garg, President, Exelon Power and Senior Vice President, Generation, each entered into a Changein Control Employment Agreement effective as of February 10, 2011. The terms of these change in control employment agreements aresubstantially the same as the change in control employment agreements entered into by other senior executives and previously disclosed,except that the agreements with Ms. Pramaggiore and Messrs. Pacilio and Garg do not include excise tax gross-up provisions, consistentwith a policy adopted by the compensation committee in April 2009. The form of Change in Control Employment Agreement is attachedhereto as Exhibit 10-44. PECO and BGE None. 435Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PART III Exelon Generation Company, LLC, Baltimore Gas and Electric Company, and PECO Energy Company meet the conditions set forthin General Instruction I(1)(a) and (b) of Form 10-K for a reduced disclosure format. Accordingly, all items in this section relating to Generation,BGE, and PECO are not presented. ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers The information required by ITEM 10 relating to executive officers is set forth above in ITEM 1. BUSINESS—Executive Officers of theRegistrants at February 13, 2014. Directors, Director Nomination Process, and Audit Committee The information required under ITEM 10 concerning directors and nominees for election as directors at the annual meeting ofshareholders (Item 401 of Regulation S-K), the director nomination process (Item 407(c)(3)), the audit committee (Item 407(d)(4) and (d)(5))and the beneficial reporting compliance (Sec. 16(a)) is incorporated herein by reference to information to be contained in Exelon’s definitive2014 proxy statement (2014 Exelon Proxy Statement) and the ComEd information statements to be filed with the SEC before April 30, 2014pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934. Code of Ethics Exelon’s Code of Business Conduct is the code of ethics that applies to Exelon’s and ComEd’s Chief Executive Officer, Chief FinancialOfficer, Corporate Controller, and other finance organization employees. The Code of Business Conduct is filed as Exhibit 14 to this reportand is available on Exelon’s website at www.exeloncorp.com. The Code of Business Conduct will be made available, without charge, inprint to any shareholder who requests such document from Bruce G. Wilson, Senior Vice President, Deputy General Counsel, andCorporate Secretary, Exelon Corporation, P.O. Box 805398, Chicago, Illinois 60680-5398. If any substantive amendments to the Code of Business Conduct are made or any waivers are granted, including any implicit waiver,from a provision of the Code of Business Conduct, to its Chief Executive Officer, Chief Financial Officer or Corporate Controller, Exelon willdisclose the nature of such amendment or waiver on Exelon’s website, www.exeloncorp.com, or in a report on Form 8-K. 436Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 11.EXECUTIVE COMPENSATION The information required by this item will be set forth under Executive Compensation Data and Report of the CompensationCommittee in the 2014 Exelon Proxy Statement or the ComEd 2014 information statements and incorporated herein by reference. 437Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS The additional information required by this item will be set forth under Ownership of Exelon Stock in the 2014 Exelon ProxyStatement or the ComEd 2014 information statements and incorporated herein by reference. Securities Authorized for Issuance under Exelon Equity Compensation Plans [A] [B] [C] [D] Plan Category Number of securities tobe issued uponexercise of outstandingOptions, warrants andrights (Note 1) Weighted-averageprice of outstandingOptions, warrantsand rights (note 2) Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected incolumn [B] (Note 3) Equity compensation plans approved by securityholders 29,447,000 $37.12 36,556,000 (1)Balance includes stock options, unvested performance shares, and unvested restricted shares that were granted under the Exelon LTIP or predecessor companyplans and shares awarded under those plans and deferred into the stock deferral plan, as well as deferred stock units granted to directors as part of theircompensation. For performance shares and performance share transition awards granted in 2013, the total includes the maximum number of shares that could begranted, if performance, total shareholder return modifier, and individual performance multipliers were all at maximum, a total of 4,599,000 shares. At target, thenumber of securities to be issued for such awards is 2,586,000. The deferred stock units granted to directors includes 286,600 shares to be issued upon the conversion ofdeferred stock units awarded to members of the Exelon board of directors, and 94,200 shares to be issued upon the conversion of stock units held by members of theExelon board of directors that were earned under a legacy Constellation Energy Group plan. Conversion of stock units to shares will occur after the director terminatesservice to the Exelon board or the board of any of its subsidiary companies. See Note 19 of the Combined Notes to Consolidated Financial Statements for additionalinformation about the material features of the plans.(2)Includes outstanding restricted stock units and performance shares that can be exercised for no consideration. Without such instruments, the weighted-average priceof outstanding options, warrants and rights shown in column [C] would be $46.07.(3)Includes 24,441,000 shares available for issuance from the company’s employee stock purchase plan. No ComEd securities are authorized for issuance under equity compensation plans. 438Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The additional information required by this item will be set forth under Related Persons Transactions and Director Independence inthe 2014 Exelon Proxy Statement or the ComEd 2014 information statements and incorporated herein by reference. 439Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item will be set forth under The Ratification of PricewaterhouseCoopers LLP as Exelon’sIndependent Accountant for 2014 in the Proxy Statement and incorporated herein by reference. 440Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PART IV ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)The following documents are filed as a part of this report: Exelon 1. Financial Statements: Report of Independent Registered Public Accounting Firm dated February 13, 2014 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Balance Sheets at December 31, 2013 and 2012 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011 Notes to Consolidated Financial Statements2. Financial Statement Schedules: Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, 2013 and 2012 and for the Years EndedDecember 31, 2013, 2012 and 2011 Schedule II—Valuation and Qualifying Accounts Schedules not included are omitted because of the absence of conditions under which they are required or because the requiredinformation is provided in the consolidated financial statements, including the notes thereto. 441Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Statements of Operations and Other Comprehensive Income For the Years EndedDecember 31, (In millions) 2013 2012 2011 Operating expenses Operating and maintenance $9 $201 $56 Operating and maintenance from affiliates 34 72 44 Other 12 6 4 Total operating expenses 55 279 104 Operating loss (55) (279) (104) Other income and (deductions) Interest expense, net (116) (153) (75) Equity in earnings of investments 1,903 1,278 2,662 Interest income from affiliates, net 36 75 1 Other, net (78) 7 8 Total other income 1,745 1,207 2,596 Income before income taxes 1,690 928 2,492 Income taxes (29) (232) (3) Net income $1,719 $1,160 $2,495 Other comprehensive income (loss) Pension and non-pension postretirement benefit plans: Prior service cost (benefit) reclassified to periodic costs, net of taxes of $0, $1 and $(4),respectively — 1 (5) Actuarial loss reclassified to periodic cost, net of taxes of $133, $110 and $93,respectively 208 168 136 Transition obligation reclassified to periodic cost, net of taxes of $0, $2 and $2,respectively — 2 4 Pension and non-pension postretirement benefit plan valuation adjustment, net of taxesof $430, $(237) and $(171), respectively 669 (371) (250) Unrealized gain (loss) on cash flow hedges, net of taxes of $(166), $(68) and $39,respectively (248) (120) 88 Unrealized gain on marketable securities, net of taxes of $0, $(1) and $0, respectively 2 2 — Unrealized gain (loss) on equity investments, net of taxes of $71, $1 and $0, respectively 106 1 — Unrealized gain (loss) on foreign currency translation, net of taxes of $0, $0 and $0,respectively (10) — — Other comprehensive income (loss) 727 (317) (27) Comprehensive income $2,446 $843 $2,468 See Notes to Financial Statements 442Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Statements of Cash Flows For the Years EndedDecember 31, (In millions) 2013 2012 2011 Net cash flows provided by operating activities $1,053 $2,131 $766 Cash flows from investing activities Changes in Exelon intercompany money pool (60) — — Note receivable from affiliates 484 — — Capital expenditures — (30) (28) Return on capital from equity method investee — — (1) Cash and restricted cash acquired from Constellation — 679 — Change in restricted cash 38 (38) — Investment in affiliates (38) (67) (65) Other investing activities 15 — — Net cash flows provided by (used in) investing activities 439 544 (94) Cash flows from financing activities Cash receipts from intercompany money pool — (703) 20 Changes in short-term debt 10 (161) 161 Retirement of long-term debt (450) (77) — Dividends paid on common stock (1,249) (1,716) (1,393) Proceeds from employee stock plans 47 73 38 Other financing activities (6) 30 (1) Net cash flows used in financing activities (1,648) (2,554) (1,175) Increase (decrease) in cash and cash equivalents (156) 121 (503) Cash and cash equivalents at beginning of period 159 38 541 Cash and cash equivalents at end of period $3 $159 $38 See Notes to Financial Statements 443Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Balance Sheets December 31, (In millions) 2013 2012 ASSETS Current assets Cash and cash equivalents $3 $159 Restricted cash and investments — 38 Accounts receivable, net Other accounts receivable 72 25 Accounts receivable from affiliates 22 87 Deferred income taxes 27 — Notes receivable from affiliates 179 119 Regulatory assets 233 381 Other 1 2 Total current assets 537 811 Property, plant and equipment, net 57 59 Deferred debits and other assets Regulatory assets 3,005 3,932 Investments in affiliates 26,390 25,576 Deferred income taxes 1,890 2,437 Notes receivable from affiliates 1,522 2,007 Other 17 42 Total deferred debits and other assets 32,824 33,994 Total assets $33,418 $34,864 See Notes to Financial Statements 444Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Balance Sheets December 31, (In millions) 2013 2012 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Long-term debt due within one year $10 $— Accounts payable 43 101 Unamortized energy contract liabilities 12 77 Accrued expenses 106 110 Deferred income taxes 26 55 Regulatory liabilities 2 — Other 54 60 Total current liabilities 253 403 Long-term debt 3,033 3,576 Long-term debt to affiliate 176 — Deferred credits and other liabilities Regulatory liabilities 43 — Pension obligations 6,444 8,252 Non-pension postretirement benefit obligations 393 1,071 Unamortized energy contract liabilities — 12 Deferred income taxes 70 — Other 271 116 Total deferred credits and other liabilities 7,221 9,451 Total liabilities 10,683 13,430 Commitments and contingencies Shareholders’ equity Common stock (No par value, 2,000 shares authorized, 857 and 855 shares outstanding at December 31,2013 and 2012, respectively) 16,741 16,632 Treasury stock, at cost (35 shares held at December 31, 2013 and 2012, respectively) (2,327) (2,327) Retained earnings 10,358 9,893 Accumulated other comprehensive loss, net (2,040) (2,767) Total shareholders’ equity 22,732 21,431 BGE preference stock not subject to mandatory redemption 3 3 Total liabilities and shareholders’ equity $33,418 $34,864 See Notes to Financial Statements 445Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements 1. Basis of Presentation Exelon Corporate is a holding company that conducts substantially all of its business operations through its subsidiaries. Thesecondensed financial statements and related footnotes have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X.These statements should be read in conjunction with the consolidated financial statements and notes thereto of Exelon Corporation. Exelon Corporate owns 100% of all of its significant subsidiaries, either directly or indirectly, except for Commonwealth EdisonCompany (ComEd), of which Exelon Corporate owns more than 99%, and BGE, of which Exelon owns 100% of the common stock butnone of BGE’s preferred stock. Exelon owned none of PECO’s preference securities, which PECO redeemed in 2013. 2. Merger with Constellation On March 12, 2012, Exelon Corporation completed the merger contemplated by the Merger Agreement, among Exelon, BoltAcquisition Corporation, a wholly owned subsidiary of Exelon (Merger Sub), and Constellation. As a result of that merger, Merger Sub wasmerged into Constellation (the Initial Merger) and Constellation became a wholly owned subsidiary of Exelon. Following the completion ofthe Initial Merger, Exelon and Constellation completed a series of internal corporate organizational restructuring transactions. Constellationmerged with and into Exelon, with Exelon continuing as the surviving corporation (the Upstream Merger). Simultaneously with theUpstream Merger, Constellation’s interest in RF HoldCo LLC, which holds Constellation’s interest in BGE, was transferred to ExelonEnergy Delivery Company, LLC, a wholly owned subsidiary of Exelon that also owns Exelon’s interests in ComEd and PECO. Followingthe Upstream Merger and the transfer of RF HoldCo LLC, Exelon contributed to Generation certain subsidiaries, including the customersupply and generation businesses that were acquired from Constellation as a result of the Initial Merger and the Upstream Merger. For BGE’s debt, fuel supply contracts and regulatory assets not earning a return, the difference between fair value and book value ofBGE’s assets acquired and liabilities assumed is recorded as a regulatory asset at Exelon Corporate as Exelon did not apply push-downaccounting to BGE. See Note 4—Merger and Acquisitions of the Combined Notes to Consolidated Financial Statements for additionalinformation on the merger with Constellation. Also see Note 1—Significant Accounting Policies of the Combined Notes to ConsolidatedFinancial Statements for additional information on BGE’s push-down accounting treatment. 3. Debt and Credit Agreements Short-Term Borrowings Exelon Corporate meets its short-term liquidity requirements primarily through the issuance of commercial paper. Exelon Corporatehad no commercial paper borrowings at both December 31, 2013 and December 31, 2012. Credit Agreements On August 10, 2013, Exelon Corporate amended and extended its unsecured syndicated revolving credit facility with aggregate bankcommitments of $500 million through August 10, 2018. As of December 31, 2013, Exelon Corporate had available capacity under thosecommitments of $498 million. See Note 13—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements forfurther information regarding Exelon Corporate’s credit agreement. 446Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements Long-Term Debt The following tables present the outstanding long-term debt for Exelon Corporate as of December 31, 2013 and December 31, 2012: MaturityDate December 31, Rates 2013 2012 Long-term debt Senior unsecured notes 4.55% – 7.60% 2015-2035 $2,658 $3,108 Unamortized debt discount and premium, net 2 2 Fair value adjustment 383 455 Fair value hedge carrying value adjustment, net — 11 Long-term debt due within one year (10) — Long-term debt $3,033 $3,576 Exelon Corporate will not have any long-term debt maturities in 2014. The debt maturities for the periods 2015, 2016, 2017, 2018 andthereafter are as follows: 2015 $1,350 2016 — 2017 — 2018 — Remaining years 1,308 Total long-term debt $2,658 4. Commitments and Contingencies See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’scommitments and contingencies related to environmental matters and fund transfer restrictions. 447Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements 5. Related Party Transactions The financial statements of Exelon Corporate include related party transactions as presented in the tables below: For the Years EndedDecember 31, (In millions) 2013 2012 2011 Operating and maintenance from affiliates: Business Services Company, LLC $34 $72 $44 Interest income from affiliates, net $36 $75 $1 Equity in earnings of investments: Exelon Energy Delivery Company, LLC $834 $713 $801 Exelon Ventures Company, LLC 1,076 564 1,769 UII, LLC (2) 25 18 Exelon Transmission Company, LLC (5) (3) (3) Exelon Consolidations — (21) 77 Total equity in earnings of investments $1,903 $1,278 $2,662 Cash contributions received from affiliates $1,175 $2,074 $820 December 31, (in millions) 2013 2012 Accounts receivable from affiliates (current): Business Services Company, LLC $3 $33 Generation 7 33 ComEd 9 2 PECO 2 2 BGE 1 17 Total accounts receivable from affiliates (current) $22 $87 Notes receivable from affiliates (current): Business Services Company, LLC $179 $119 Investments in affiliates: Business Services Company, LLC $201 $181 Exelon Energy Delivery Company, LLC 12,956 12,466 Exelon Ventures Company, LLC 12,750 12,444 UII, LLC 470 472 Exelon Transmission Company, LLC 3 4 VEBA 10 9 Total investments in affiliates $26,390 $25,576 Notes receivable from affiliates (non-current): Generation $1,522 $2,007 Long-term debt to affiliates (non-current): ComEd $176 $— (a)Exelon Corporate receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supplymanagement services. All services are provided at cost, including applicable overhead.(b)Exelon Energy Delivery Company, LLC consists of ComEd, PECO and BGE.(c)Exelon Ventures Company, LLC primarily consists of Generation.(d)Equity in earnings of investments for Exelon Consolidations represents the intercompany income component that offsets the corresponding intercompany expense atGeneration for upgrades in transmission assets owned by ComEd, which are reflected as assets at Exelon Corporate. 448(a)(b)(c)(d)(a)(a)(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Corporation and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Additions and adjustments Description Balance atBeginningof Period Charged toCosts andExpenses Chargedto OtherAccounts Deductions Balance atEndof Period (in millions) For The Year Ended December 31, 2013 Allowance for uncollectible accounts $293 $121 $37 $179 $272 Deferred tax valuation allowance 36 1 24 13 Reserve for obsolete materials 53 17 — 12 58 For The Year Ended December 31, 2012 Allowance for uncollectible accounts $199 $144 $136 $186 $293 Deferred tax valuation allowance 10 18 18 10 36 Reserve for obsolete materials 60 2 2 11 53 For The Year Ended December 31, 2011 Allowance for uncollectible accounts $211 $121 $32 $165 $199 Deferred tax valuation allowance 9 1 — — 10 Reserve for obsolete materials 56 6 — 2 60 (a)Excludes the non-current allowance for uncollectible accounts related to PECO’s installment plan receivables of $9 million, $8 million, and $9 million for the yearsended December 31, 2013, 2012, and 2011, respectively.(b)Primarily represents the addition of Constellation’s and BGE’s results as of March 12, 2012, the date of the merger.(c)Includes charges for late payments and non-service receivables.(d)Write-off of individual accounts receivable. 449(a)(c)(d)(a)(b)(c)(d)(b)(b)(a)(c)(d)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Generation Company, LLC and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Generation 1. Financial Statements: Report of Independent Registered Public Accounting Firm dated February 13, 2014 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Balance Sheets at December 31, 2013 and 2012 Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, 2013, 2012 and 2011 Notes to Consolidated Financial Statements2. Financial Statement Schedules: Schedule II – Valuation and Qualifying Accounts Schedules not included are omitted because of the absence of conditions under which they are required or because the requiredinformation is provided in the consolidated financial statements, including the notes thereto 450Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon Generation Company, LLC and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Additions and adjustments Description Balance atBeginningof Period Charged toCosts andExpenses Chargedto OtherAccounts Deductions Balance atEndof Period (in millions) For The Year Ended December 31, 2013 Allowance for uncollectible accounts $84 $(16) $— $11 $57 Deferred tax valuation allowance 35 1 — 25 11 Reserve for obsolete materials 50 16 — 11 55 For The Year Ended December 31, 2012 Allowance for uncollectible accounts $29 $— $66 $11 $84 Deferred tax valuation allowance — 17 18 — 35 Reserve for obsolete materials 59 — 2 11 50 For The Year Ended December 31, 2011 Allowance for uncollectible accounts $32 $— $— $3 $29 Reserve for obsolete materials 55 4 — — 59 (a)Represents the addition of Constellation’s results as of March 12, 2012, the date of the merger. 451(a)(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Commonwealth Edison Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts ComEd1. Financial Statements: Report of Independent Registered Public Accounting Firm dated February 13, 2014 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Balance Sheets at December 31, 2013 and 2012 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011 Notes to Consolidated Financial Statements2. Financial Statement Schedules: Schedule II – Valuation and Qualifying Accounts Schedules not included are omitted because of the absence of conditions under which they are required or because the requiredinformation is provided in the consolidated financial statements, including the notes thereto 452Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Commonwealth Edison Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Additions and adjustments Description Balance atBeginningof Period Charged toCosts andExpenses Chargedto OtherAccounts Deductions Balance atEndof Period (in millions) For The Year Ended December 31, 2013 Allowance for uncollectible accounts $70 $33 $29 $70 $62 Reserve for obsolete materials 2 1 — 1 2 For The Year Ended December 31, 2012 Allowance for uncollectible accounts $78 $42 $26 $76 $70 Reserve for obsolete materials 1 1 — — 2 For The Year Ended December 31, 2011 Allowance for uncollectible accounts $80 $57 $15 $74 $78 Reserve for obsolete materials 1 2 — 2 1 (a)Primarily charges for late payments and non-service receivables.(b)Write-off of individual accounts receivable. 453(a)(b)(a)(b)(a)(b)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO Energy Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts PECO1. Financial Statements: Report of Independent Registered Public Accounting Firm dated February 13, 2014 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Balance Sheets at December 31, 2013 and 2012 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011 Notes to Consolidated Financial Statements2. Financial Statement Schedules: Schedule II – Valuation and Qualifying Accounts Schedules not included are omitted because of the absence of conditions under which they are required or because the requiredinformation is provided in the consolidated financial statements, including the notes thereto 454Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PECO Energy Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Additions and adjustments Description Balance atBeginningof Period Charged toCosts andExpenses Chargedto OtherAccounts Deductions Balance atEndof Period (in millions) For The Year Ended December 31, 2013 Allowance for uncollectible accounts $99 $61 $7 $60 $107 Reserve for obsolete materials 1 — — — 1 For The Year Ended December 31, 2012 Allowance for uncollectible accounts $92 $60 $8 $61 $99 Reserve for obsolete materials 1 — — — 1 For The Year Ended December 31, 2011 Allowance for uncollectible accounts $99 $64 $17 $88 $92 Reserve for obsolete materials 1 — — — 1 (a)Excludes the non-current allowance for uncollectible accounts related to PECO’s installment plan receivables of $9 million, $8 million, and $9 million for the yearsended December 31, 2013, 2012, and 2011, respectively.(b)Primarily charges for late payments.(c)Write-off of individual accounts receivable. 455(a)(b)(c)(a)(b)(c)(a)(b)(c)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts BGE1. Financial Statements: Report of Independent Registered Public Accounting Firm dated February 13, 2014 of PricewaterhouseCoopers LLP Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Balance Sheets at December 31, 2013 and 2012 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011 Notes to Consolidated Financial Statements2. Financial Statement Schedules: Schedule II – Valuation and Qualifying Accounts Schedules not included are omitted because of the absence of conditions under which they are required or because the requiredinformation is provided in the consolidated financial statements, including the notes thereto 456Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Additions and adjustments Description Balance atBeginningof Period Charged toCosts andExpenses Chargedto OtherAccounts Deductions Balance atEndof Period (in millions) For The Year Ended December 31, 2013 Allowance for uncollectible accounts $40 $43 $1 $38 $46 Deferred tax valuation allowance 1 — — — 1 Reserve for obsolete materials 1 — — — 1 For The Year Ended December 31, 2012 Allowance for uncollectible accounts $38 $45 $— $43 $40 Deferred tax valuation allowance — 1 — — 1 Reserve for obsolete materials — 1 — — 1 For The Year Ended December 31, 2011 Allowance for uncollectible accounts $36 $39 $— $37 $38 (a)Write-off of individual accounts receivable.(b)Primarily charges for late payments. 457(b)(a)(a)(a)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibits required by Item 601 of Regulation S-K: Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, asamended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instrumentsdo not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on aconsolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request. Exhibit No. Description2-1 Agreement and Plan of Merger dated as of April 28, 2011 by and among Exelon Corporation, Bolt AcquisitionCorporation and Constellation Energy Group, Inc. (File No. 001-16169, Form 8-K dated April 28, 2011, Exhibit No. 2-1)2-2 Distribution and Assignment Agreement, dated as of March 12, 2012, by and among Exelon Corporation,Constellation Energy Group, Inc. and RF HoldCo LLC (File No. 001-16169, Form 8-K dated March 14, 2012, ExhibitNo. 2-3).2-3 Contribution and Assignment Agreement, dated as of March 12, 2012, by and among Exelon Corporation, ExelonEnergy Delivery Company, LLC and RF HoldCo LLC (File No. 001-16169, Form 8-K dated March 14, 2012, ExhibitNo. 2-4).2-4 Contribution Agreement, dated as of March 12, 2012, by and among Exelon Corporation, Exelon Ventures Company,LLC and Exelon Generation Company, LLC (File No. 001-16169, Form 8-K dated March 14, 2012, Exhibit No. 2-5).2-5 Purchase Agreement dated as of August 8, 2012 by and between Constellation Power Source Generation, Inc. andRaven Power Holdings, LLC. (File No. 333-85496, Form 10-Q for the quarter ended September 30, 2012, Exhibit 2-1).2-6 Master Agreement, dated as of October 26, 2010, by and between Electricite de France, S.A. and ConstellationEnergy Group, Inc. (Designated as Exhibit No. 2.1 to the Current Report on Form 8-K dated November 1, 2010, filedby Constellation Energy Group, Inc., File No. 1-12869.)2-7 Put Termination Agreement dated as of November 3, 2010, by and among EDF Inc. (formerly known as EDFDevelopment, Inc.), E.D.F. International S.A., Constellation Nuclear, LLC, and Constellation Energy Nuclear Group,LLC. (Designated as Exhibit No. 2.1 to the Current Report on Form 8-K dated November 8, 2010, filed byConstellation Energy Group, Inc., File No. 1-12869.)2-8 Contribution Agreement, dated as of February 4, 2010, by and among Constellation Energy Group, Inc., BaltimoreGas and Electric Company and RF HoldCo LLC. (Designated as Exhibit No. 99.2 to the Current Report on Form 8-Kdated February 4, 2010, filed by Constellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)2-9 Purchase Agreement, dated as of February 4, 2010, by and between RF HoldCo LLC and GSS Holdings (BaltimoreGas and Electric Company Utility), Inc. (Designated as Exhibit No. 99.3 to the Current Report on Form 8-K datedFebruary 4, 2010, filed by Constellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.3-1 Amended and Restated Articles of Incorporation of Exelon Corporation, as amended May 8, 2007 (File No. 001-16169, Form 10-Q for the quarter ended September 30, 2008, Exhibit 3-1-2).3-2 Exelon Corporation Amended and Restated Bylaws, effective as of March 12, 2012 (File No. 001-16169, Form 8-Kdated March 14, 2012, Exhibit 3-1).3-3 Certificate of Formation of Exelon Generation Company, LLC (Registration Statement No. 333-85496, Form S-4,Exhibit 3-1). 458Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description 3-4 First Amended and Restated Operating Agreement of Exelon Generation Company, LLC executed as of January 1, 2001(File No. 333-85496, 2003 Form 10-K, Exhibit 3-8).3-5 Restated Articles of Incorporation of Commonwealth Edison Company Effective February 20, 1985, including Statements ofResolution Establishing Series, relating to the establishment of three new series of Commonwealth Edison Companypreference stock known as the “$9.00 Cumulative Preference Stock,” the “$6.875 Cumulative Preference Stock” and the“$2.425 Cumulative Preference Stock” (File No. 1-1839, 1994 Form 10-K, Exhibit 3-2).3-6 Commonwealth Edison Company Amended and Restated By-Laws, Effective January 23, 2006 As Further AmendedJanuary 28, 2008 and July 27, 2009. (File No. 001-1839, Form 8-K dated July 27, 2009, Exhibit 3.1).3-7 Amended and Restated Articles of Incorporation of PECO Energy Company (File No. 1-01401, 2000 Form 10-K, Exhibit 3-3).3-8 PECO Energy Company Amended Bylaws (File 000-16844, Form 8-K dated May 6, 2009, Exhibit 99.1).3-9 Articles of Amendment to the Charter of Baltimore Gas and Electric Company as of February 2, 2010. (Designated asExhibit No. 3.1 to the Current Report on Form 8-K dated February 4, 2010, filed by Baltimore Gas and Electric Company,File No. 1-1910.)3-10 Articles of Restatement to the Charter of Baltimore Gas and Electric Company, restated as of August 16, 1996. (Designatedas Exhibit No. 3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, filed by Baltimore Gasand Electric Company, File No. 1-1910.)3-11 Bylaws of Baltimore Gas and Electric Company, as amended and restated as of May 10, 2012.3-12 Operating Agreement, dated as of February 4, 2010, by and among RF HoldCo LLC, Constellation Energy Group, Inc. andGSS Holdings (BGE Utility), Inc. (Designated as Exhibit No. 99.1 to the Current Report on Form 8-K dated February 4,2010, filed by Baltimore Gas and Electric Company, File Nos. 1-12869 and 1-1910.)4-1 First and Refunding Mortgage dated May 1, 1923 between The Counties Gas and Electric Company (predecessor to PECOEnergy Company) and Fidelity Trust Company, Trustee (U.S. Bank National Association, as current successor trustee),(Registration No. 2-2281, Exhibit B-1).4-1-1 Supplemental Indentures to PECO Energy Company’s First and Refunding Mortgage: Dated as of File Reference Exhibit No. May 1, 1927 2-2881 B-1(c) March 1, 1937 2-2881 B-1(g) December 1, 1941 2-4863 B-1(h) November 1, 1944 2-5472 B-1(i) December 1, 1946 2-6821 7-1(j) September 1, 1957 2-13562 2(b)-17 May 1, 1958 2-14020 2(b)-18 March 1, 1968 2-34051 2(b)-24 March 1, 1981 2-72802 4-46 March 1, 1981 2-72802 4-47 459Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Dated as of File Reference Exhibit No. December 1, 1984 1-01401, 1984 Form 10-K 4-2(b) March 1, 1993 1-01401, 1992 Form 10-K 4(e)-86 May 1, 1993 1-01401, March 31, 1993 Form 10-Q 4(e)-88 May 1, 1993 1-01401, March 31, 1993 Form 10-Q 4(e)-89 April 15, 2004 0-6844, September 30, 2004 Form 10-Q 4-1-1 September 15, 2006 000-16844, Form 8-K dated September25, 2006 4.1 March 1, 2007 000-16844, Form 8-K dated March 19,2007 4.1 March 15, 2009 000-16844, Form 8-K dated March 26,2009 4.1 September 1, 2012 000-16844, Form 8-K dated September17, 2012 4.1 September 15, 2013 000-16844, Form 8-K dated September23, 2013 4.1 September 15, 2013 000-16844, Form 8-K datedSeptember 23, 2013 4.14-2 Exelon Corporation Direct Stock Purchase Plan (Registration Statement No. 333-183751, Form S-3, Prospectus).4-3 Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company ofIllinois, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture theretodated August 1, 1944. (Registration No. 2-60201, Form S-7, Exhibit 2-1).4-3-1 Supplemental Indentures to Commonwealth Edison Company Mortgage. Dated as of File Reference Exhibit No. August 1, 1946 2-60201, Form S-7 2-1 April 1, 1953 2-60201, Form S-7 2-1 March 31, 1967 2-60201, Form S-7 2-1 April 1,1967 2-60201, Form S-7 2-1 February 28, 1969 2-60201, Form S-7 2-1 May 29, 1970 2-60201, Form S-7 2-1 June 1, 1971 2-60201, Form S-7 2-1 April 1, 1972 2-60201, Form S-7 2-1 May 31, 1972 2-60201, Form S-7 2-1 June 15, 1973 2-60201, Form S-7 2-1 May 31, 1974 2-60201, Form S-7 2-1 June 13, 1975 2-60201, Form S-7 2-1 460Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Dated as of File Reference Exhibit No. May 28, 1976 2-60201, Form S-7 2-1 June 3, 1977 2-60201, Form S-7 2-1 May 17, 1978 2-99665, Form S-3 4-3 August 31, 1978 2-99665, Form S-3 4-3 June 18, 1979 2-99665, Form S-3 4-3 June 20, 1980 2-99665, Form S-3 4-3 April 16, 1981 2-99665, Form S-3 4-3 April 30, 1982 2-99665, Form S-3 4-3 April 15, 1983 2-99665, Form S-3 4-3 April 13, 1984 2-99665, Form S-3 4-3 April 15, 1985 2-99665, Form S-3 4-3 April 15, 1986 33-6879, Form S-3 4-9 January 15, 1994 1-1839, 1993 Form 10-K 4-15 January 13, 2003 1-1839, Form 8-K datedJanuary 22, 2003 4-4 March 14, 2003 1-1839, Form 8-K datedApril 7, 2003 4-4 February 22, 2006 1-1839, Form 8-K dated March 6, 2006 4.1 August 1, 2006 1-1839, Form 8-K dated August 28, 2006 4.1 September 15, 2006 1-1839, Form 8-K dated October 2, 2006 4.1 March 1, 2007 1-1839, Form 8-K dated March 23, 2007 4.1 August 30, 2007 1-1839, Form 8-K dated September 10,2007 4.1 December 20, 2007 1-1839, Form 8-K dated January 16, 2008 4.1 March 10, 2008 1-1839, Form 8-K dated March 27, 2008 4.1 July 12, 2010 001-01839, Form 8-K dated August 2,2010 4.1 January 4, 2011 001-01839, Form 8-K dated January 18,2011 4.1 August 22, 2011 001-01839, Form 8-K dated September 7,2011 4.1 September 17, 2012 001-01839, Form 8-K dated October 1,2012 4.1 August 1, 2013 001-01839, Form 8-K dated August 19,2013 4.1 January 2, 2014 001-01839, Form 8-K dated January 10,2014 4.1 461Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description4-3-2 Instrument of Resignation, Appointment and Acceptance dated as of February 20, 2002, under the provisions of theMortgage of Commonwealth Edison Company dated July 1, 1923, and Indentures Supplemental thereto, regardingcorporate trustee (File No. 1-1839, 2001 Form 10-K, Exhibit 4-4-2).4-3-3 Instrument dated as of January 31, 1996, under the provisions of the Mortgage of Commonwealth Edison Companydated July 1, 1923 and Indentures Supplemental thereto, regarding individual trustee (File No. 1-1839, 1995 Form 10-K, Exhibit 4-29).4-4 Indenture dated as of September 1, 1987 between Commonwealth Edison Company and Citibank, N.A. (U.S. BankNational Association, as current successor trustee), Trustee relating to Notes (Registration No. 33-20619, Form S-3,Exhibit 4-13).4-5 Indenture dated December 19, 2003 between Exelon Generation Company, LLC and U.S. Bank National Association(File No. 333-85496, 2003 Form 10-K, Exhibit 4-6).4-6 Indenture to Subordinated Debt Securities dated as of June 24, 2003 between PECO Energy Company, as Issuer, andU.S. Bank National Association, as Trustee (File No. 0-16844, June 30, 2003 Form 10-Q, Exhibit 4.1).4-7 Form of 4.25% Senior Note due 2022 issued by Exelon Generation Company, LLC. (File 333-85496, Form 8-K datedJune 18, 2012, Exhibit 4.1).4-8 Form of 5.60% Senior Note due 2042 issued by Exelon Generation Company, LLC. (File 333-85496, Form 8-K datedJune 18, 2012, Exhibit 4.2).4-9 Form of 2.80% Senior Note due 2022 issued by Baltimore Gas and Electric Company. (File 1-1910, Form 8-K datedAugust 17, 2012, Exhibit 4.1).4-10 Form of 3.35% Senior Note due 2023 Baltimore Gas and Electric Company. (File 1-1910, Form 8-K dated June 17,2013, Exhibit 4.1)4-11 Form of 6.000% Senior Secured Notes due 2033 issued by Exelon Generation Company, LLC (File No. 333-85496,Form 8-K dated September 30, 2013, Exhibit No. 4.2)4-12 Preferred Securities Guarantee Agreement between PECO Energy Company, as Guarantor, and U.S. Bank NationalAssociation, as Trustee, dated as of June 24, 2003 (File No. 0-16844, June 30, 2003 Form 10-Q, Exhibit 4.2).4-13 PECO Energy Capital Trust IV Amended and Restated Declaration of Trust among PECO Energy Company, asSponsor, U.S. Bank Trust National Association, as Delaware Trustee and Property Trustee, and J. Barry Mitchell,George R. Shicora and Charles S. Walls as Administrative Trustees dated as of June 24, 2003 (File No. 0-16844, June30, 2003 Form 10-Q, Exhibit 4.3).4-14 Indenture dated May 1, 2001 between Exelon Corporation and The Bank of New York Mellon Trust Company, NationalAssociation, as trustee (File No. 1-16169, June 30, 2005 Form 10-Q, Exhibit 4-10).4-15 Form of $800,000,000 4.90% senior notes due 2015 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Form 8-K dated June 9, 2005, Exhibit 99.2).4-16 Form of $500,000,000 5.625% senior notes due 2035 dated June 9, 2005 issued by Exelon Corporation (File No. 1-16169, Form 8-K dated June 9, 2005, Exhibit 99.3).4-17 Indenture dated as of September 28, 2007 from Exelon Generation Company, LLC to U.S. Bank National Association,as trustee (File 333-85496, Form 8-K dated September 28, 2007, Exhibit 4.1).4-18 Form of 5.20% Exelon Generation Company, LLC Senior Note due 2019 (File 333-85496, Form 8-K dated September23, 2009, Exhibit 4.1). 462Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description4-19 Form of 6.25% Exelon Generation Company, LLC Senior Note due 2039 (File 333-85496, Form 8-K datedSeptember 23, 2009, Exhibit 4.2).4-20 Form of 4.00% Exelon Generation Company, LLC Senior Note due 2020 (File No. 333-85496, Form 8-K datedSeptember 30, 2010, Exhibit 4.1).4-21 Form of 5.75% Exelon Generation Company, LLC Senior Note due 2041 (File No. 333-85496, Form 8-K datedSeptember 30, 2010, Exhibit 4.2).4-22 Indenture between Constellation Energy Group, Inc. and the Bank of New York, Trustee dated as of March 24, 1999.(Designated as Exhibit No. 4(a) to the Registration Statement on Form S-3 dated March 29, 1999, filed byConstellation Energy Group, Inc., File No. 333-75217.)4-23 First Supplemental Indenture between Constellation Energy Group, Inc. and the Bank of New York, Trustee dated as ofJanuary 24, 2003. (Designated as Exhibit No. 4(b) to the Registration Statement on Form S-3 dated January 24,2003, filed by Constellation Energy Group, Inc., File No. 333-102723.)4-24 Indenture dated as of July 24, 2006 between Constellation Energy Group, Inc. and Deutsche Bank Trust CompanyAmericas, as trustee. (Designated as Exhibit No. 4(a) to the Registration Statement on Form S-3 filed July 24, 2006,filed by Constellation Energy Group, Inc., File No. 333-135991.)4-25 First Supplemental Indenture between Constellation Energy Group, Inc. and Deutsche Bank Trust CompanyAmericas, as trustee, dated as of June 27, 2008. (Designated as Exhibit 4(a) to the Current Report on Form 8-K datedJune 30, 2008, filed by Constellation Energy Group, Inc., File No. 1-12869.)4-26 Indenture dated June 19, 2008 between Constellation Energy Group, Inc. and Deutsche Bank Trust CompanyAmericas, as trustee. (Designated as Exhibit No. 4(a) to the Quarterly Report on Form 10-Q for the quarter ended June30, 2008, filed by Constellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)4-27 Indenture, dated as of September 30, 2013, among Continental Wind, LLC, the guarantors party thereto andWilmington Trust, National Association, as trustee (File No. 333-85496, Form 8-K dated September 30, 2013, ExhibitNo. 4.1)4-28 Indenture dated July 1, 1985, between Baltimore Gas and Electric Company and The Bank of New York (Successor toMercantile-Safe Deposit and Trust Company), Trustee. (Designated as Exhibit 4(a) to the Registration Statement onForm S-3, File No. 2-98443); as supplemented by Supplemental Indentures dated as of October 1, 1987 (Designatedas Exhibit 4(a) to the Current Report on Form 8-K, dated November 13, 1987, File No. 1-1910) and as of January 26,1993 (Designated as Exhibit 4(b) to the Current Report on Form 8-K, dated January 29, 1993, filed by Baltimore Gasand Electric Company, File No. 1-1910.)4-29 Indenture and Security Agreement dated as of July 9, 2009, between Baltimore Gas and Electric Company andDeutsche Bank Trust Company Americas, as trustee (including form of Baltimore Gas and Electric Company Officer’sCertificate and form of Senior Secured Bond) (Designated as Exhibit Nos. 4(u) and 4(u)(1) to Post-EffectiveAmendment No. 1 to the Registration Statement on Form S-3 dated July 9, 2009, filed by Constellation EnergyGroup, Inc., File Nos. 333-157637 and 333-157637-01.)4-30 Indenture dated as of July 24, 2006 between Baltimore Gas and Electric Company and Deutsche Bank TrustCompany Americas, as trustee. (Designated as Exhibit 4(b) to the Registration Statement on Form S-3 filed July 24,2006, filed by Constellation Energy Group, Inc., File No. 333-135991.) 463Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description4-31 Supplemental Indenture No. 1, dated as of October 1, 2009, to the Indenture and Security Agreement dated as of July 9,2009, between Baltimore Gas and Electric Company and Deutsche Bank Trust Company Americas, as trustee.(Designated as Exhibit No. 4(c) to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed byConstellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)4-32 Baltimore Gas and Electric Company Deed of Easement and Right-of-Way Grant dated as of July 9, 2009 (Designated asExhibit No. 4(u)(2) to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 dated July 9, 2009,filed by Constellation Energy Group, Inc., File Nos. 333-157637 and 333-157637-01.)4-33 Indenture dated as of June 29, 2007, by and between RSB BondCo LLC and Deutsche Bank Trust Company Americas,as Trustee and Securities Intermediary. (Designated as Exhibit 4.1 to the Current Report on Form 8-K dated July 5, 2007,filed by Baltimore Gas and Electric Company, File No. 1-1910.)4-34 Series Supplement to Indenture dated as of June 29, 2007 by and between RSB BondCo LLC and Deutsche Bank TrustCompany Americas, as Trustee and Securities Intermediary (Designated as Exhibit No. 4(b) to the Quarterly Report onForm 10-Q for the quarter ended September 30, 2009, filed by Baltimore Gas and Electric Company, File No. 1 1910.)4-35 Replacement Capital Covenant dated June 27, 2008. (Designated as Exhibit No. 4(b) to the Current Report on Form 8-Kdated June 30, 2008, filed by Constellation Energy Group, Inc., File No. 1-12869.)4-36 Amendment to Replacement Capital Covenant, dated as of March 12, 2012, amending the Replacement CapitalCovenant, dated as of June 27, 2008 (File No. 001-16169, Form 8-K dated March 14, 2012, Exhibit No. 99.4)4-37 Officers’ Certificate, dated December 14, 2010, establishing the 5.15% Notes due December 1, 2020 of ConstellationEnergy Group, Inc., with the form of Notes attached thereto. (Designated as Exhibit No. 4(b) to the Current Report onForm 8-K dated December 14, 2010, filed by Constellation Energy Group, Inc., File No. 1-12869.)4-38 Officers’ Certificate, November 16, 2011, establishing the 3.50% Notes due November 15, 2021 of Baltimore Gas andElectric Company, with the form of Notes attached thereto. (Designated as Exhibit No. 4(b) to the Current Report on Form8-K dated November 16, 2011, filed by Baltimore Gas and Electric Company, File No. 1-1910.)10-1 Exelon Corporation Non-Employee Directors’ Deferred Stock Unit Plan (As Amended and Restated Effective January 1,2011). * (File No. 001-16169, 2010 Form 10-K, Exhibit 10.1)10-2 Exelon Corporation Retirement Program (As Amended and Restated Effective January 1, 2013).10-3 Exelon Corporation Unfunded Deferred Compensation Plan for Directors (as amended and restated Effective January 1,2011). * (File No. 001-16169, 2010 Form 10-K, Exhibit 10.3)10-4 Exelon Corporation Long-Term Incentive Plan As Amended and Restated Effective January 28, 2002* (File No. 1-16169,Exelon Proxy Statement dated March 13, 2002, Appendix B).10-5-1 Form of Restricted Stock Award Agreement under the Exelon Corporation Long-Term Incentive Plan* (File No. 1-16169,2001 Form 10-K, Exhibit 10-6-1). 464Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description10-5-2 Forms of Transferable Stock Option Award Agreement under the Exelon Corporation Long-Term Incentive Plan* (File No.1-16169, 2001 Form 10-K, Exhibit 10-6-2).10-5-3 Forms of Stock Option Award Agreement under the Exelon Corporation Long-Term Incentive Plan* (File No. 1-16169,2001 Form 10-K, Exhibit 10-6-3).10-6 Exelon Corporation Employee Savings Plan (As Amended and Restated Effective January 1, 2013).10-7 Exelon Corporation Cash Balance Pension Plan (As Amended and Restated Effective January 1, 2013).10-8 Unicom Corporation Deferred Compensation Unit Plan, as amended *(File Nos. 1-11375 and 1-1839, 1995 Form 10-K,Exhibit 10-12).10-9 Amendment Number One to the Unicom Corporation Deferred Compensation Unit Plan, as amended January 1, 2008 *(File No. 001-16169, 2008 Form 10-K, Exhibit 10.16).10-10 Unicom Corporation Retirement Plan for Directors, as amended *(Registration Statement No. 333-49780, Form S-8,Exhibit 4-12).10-11 Commonwealth Edison Company Retirement Plan for Directors, as amended *(Registration Statement No. 333-49780,Form S-8, Exhibit 4-13).10-12 Exelon Corporation Supplemental Management Retirement Plan (As Amended and Restated Effective January 1, 2009)* (File No. 001-16169, 2008 Form 10-K, Exhibit 10.19).10-13 PECO Energy Company Supplemental Pension Benefit Plan (As Amended and Restated Effective January 1, 2009)(File No. 000-16844, 2008 Form 10-K, Exhibit 10.20).10-14 Exelon Corporation Annual Incentive Plan for Senior Executives Effective January 1, 2004 (As Amended and RestatedEffective January 1, 2009) * (File No. 001-16169, 2009 Form 10-K, Exhibit 10.21).10-15 Form of change in control employment agreement for senior executives effective January 1, 2009 * (File No. 001-16169.2008 Form 10-K, Exhibit 10.23).10-16 Form of change in control employment agreement (amended and restated as of January 1, 2009) * (File No. 001-16169,2008 Form 10-K, Exhibit 10.24).10-17 Exelon Corporation Employee Stock Purchase Plan, as amended and restated effective July 1, 2013. (File No. 1-16169,Schedule 14A dated March 14, 2013 Appendix A).10-18 Exelon Corporation 2006 Long-Term Incentive Plan (Registration Statement No. 333-122704, Form S-4, Joint ProxyStatement-Prospectus pursuant to Rule 424(b)(3) filed June 3, 2005, Annex H).10-19 Form of Stock Option Grant Instrument under the Exelon Corporation 2006 Long-Term Incentive Plan (File No. 1-16169,Form 8-K filed January 27, 2006, Exhibit 99.2).10-20 Exelon Corporation Employee Stock Purchase Plan for Unincorporated Subsidiaries (Registration Statement No. 333-122704, Form S-4, Joint Proxy Statement-Prospectus pursuant to Rule 424(b)(3) filed June 3, 2005, Annex I).10-21 Exelon Corporation Senior Management Severance Plan (As Amended and Restated Effective April 1, 2013).*10-22 Form of Separation Agreement under Exelon Corporation Senior Management Severance Plan (As Amended andRestated Effective January 1, 2009) * (File No, 001-16169, 2008 Form 10-K, Exhibit 10.30).10-23 Facility Credit Agreement, dated as of November 4, 2010, among Exelon Generation Company, LLC and UBS AG,Stamford Branch (File No. 333-85496, Form 8-K dated February 22, 2011, Exhibit No. 10-1). 465Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description10-24 Exelon Corporation Executive Death Benefits Plan dated as of January 1, 2003 * (File No. 1-16169, 2006 Form 10-K,Exhibit 10-52).10-25 First Amendment to Exelon Corporation Executive Death Benefits Plan, Effective January 1, 2006 * (File No. 1-16169,2006 Form 10-K, Exhibit 10-53).10-26 Amendment Number One to the Exelon Corporation 2006 Long-Term Incentive Plan, Effective December 4, 2006 (FileNo. 1-16169, 2006 Form 10-K, Exhibit 10-54).10-27 Amendment Number Two to the Exelon Corporation 2006 Long-Term Incentive Plan (As Amended and RestatedEffective January 28, 2002), Effective December 4, 2006 (File No. 1-16169, 2006 Form 10-K, Exhibit 10-55).10-28 Exelon Corporation Deferred Compensation Plan (As Amended and Restated Effective January 1, 2005) (File No. 1-16169, 2006 Form 10-K, Exhibit 10-56).10-29 Exelon Corporation Stock Deferral Plan (As Amended and Restated Effective January 1, 2005) (File No. 1-16169, 2006Form 10-K, Exhibit 10-57).10-30 Commonwealth Edison Company Long-Term Incentive Plan, Effective January 1, 2007 (File No. 1-16169, March 31,2007 Form 10-Q, Exhibit 10-1).10-31 Amendment Number One to the Exelon Corporation Stock Deferral Plan (As Amended and Restated EffectiveJanuary 1, 2005) (File No. 1-16169, June 30, 2007 Form 10-Q, Exhibit 10-3).10-32 Restricted stock unit award agreement (File 1-16169, Form 8-K dated August 31, 2007, Exhibit 99.1).10-33 Reserved.10-34 Exelon Corporation 2011 Long-Term Incentive Plan (File No. 1-16169, Schedule 14A dated March 18, 2010, AppendixA).10-35 Form of Change in Control Employment Agreement Effective February 10, 2011. * (File 1-16169, 2011 Form 10-K,Exhibit 10-44).10-36 Credit Agreement for $500,000,000 dated as of March 23, 2011 between Exelon Corporation and Various FinancialInstitutions (File No. 001-16169, Form 8-K dated March 23, 2011, Exhibit No. 10-2).10-37 Credit Agreement for $5,300,000,000 dated as of March 23, 2011 between Exelon Generation Company, LLC andVarious Financial Institutions (File No. 333-85496, Form 8-K dated March 23, 2011, Exhibit No. 10-3).10-38 Credit Agreement for $600,000,000 dated as of March 23, 2011 between PECO Energy Company and Various FinancialInstitutions (File No. 000-16844, Form 8-K dated March 23, 2011, Exhibit No. 10-4).10-39 Credit Agreement dated as of March 28, 2012 among Commonwealth Edison Company, Various Financial Institutions,as Lenders, and JP Morgan Chase Bank, N.A., as Administrative Agent (File No. 001-01839, Form 8-K dated March 28,2012, Exhibit No. 99-1).10-40 Amendment No. 3 to Credit Agreement dated as of March 23, 2011 among Exelon Corporation, as Borrower, thevarious financial institutions named therein, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent(File No. 001-16169, Form 8-K dated August 10, 2013, Exhibit No. 99-1)10-41 Amendment No. 1 to Credit Agreement dated as of March 28, 2012 among Commonwealth Edison Company, asBorrower, the various financial institutions named therein, as Lenders and JPMorgan Chase Bank, N.A., asAdministrative Agent (File No. 001-1839, Form 8-K dated August 10, 2013, Exhibit No. 99-2). 466Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description10-42 Amendment No. 1 to Credit Agreement, dated as of December 21, 2011, to the Credit Agreement dated as of March 23,2011, among Exelon Generation Company, LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., asAdministrative Agent (File No. 001-16169, Form 8-K dated March 14, 2012, Exhibit No. 4-6).10-43 Constellation Energy Group, Inc. Nonqualified Deferred Compensation Plan, as amended and restated. * (Designatedas Exhibit No. 10(b) to the Constellation Annual Report on Form 10-K for the year ended December 31, 2008, filed byConstellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-44 Constellation Energy Group, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated. *(Designated as Exhibit No. 10(c) to the Constellation Annual Report on Form 10-K for the year ended December 31,2008, filed by Constellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-45 Constellation Energy Group, Inc. Benefits Restoration Plan, amended and restated effective June 1, 2010. * (Designatedas Exhibit No. 10(b) to the Constellation Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed byConstellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-46 Constellation Energy Group, Inc. Supplemental Pension Plan, as amended and restated. * (Designated as Exhibit No.10(e) to the Constellation Annual Report on Form 10-K for the year ended December 31, 2008, filed by ConstellationEnergy Group, Inc., File Nos. 1-12869 and 1-1910.).10-47 Constellation Energy Group, Inc. Senior Executive Supplemental Plan, as amended and restated. * (Designated asExhibit No. 10(f) to the Constellation Annual Report on Form 10-K for the year ended December 31, 2008, filed byConstellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-48 Executive Annual Incentive Plan of Constellation Energy Group, Inc., as amended and restated. * (Designated asExhibit No. 10(d) to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed by ConstellationEnergy Group, Inc., File Nos. 1-12869 and 1-1910.)10-49 Constellation Energy Group, Inc. Executive Supplemental Benefits Plan, as amended and restated. * (Designated asExhibit No. 10(a) to the Constellation Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed byConstellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-50 Constellation Energy Group, Inc. 1995 Long-Term Incentive Plan, as amended and restated. * (Designated as ExhibitNo. 10(b) to the Constellation Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed byConstellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-51 Constellation Energy Group, Inc. Executive Long-Term Incentive Plan, as amended and restated. * (Designated asExhibit 10(b) to the Constellation Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed byConstellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-52 Constellation Energy Group, Inc. 2002 Senior Management Long-Term Incentive Plan, as amended and restated. *(Designated as Exhibit 10(a) to the Constellation Quarterly Report on Form 10-Q for the quarter ended June 30, 2011,filed by Constellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-53 Constellation Energy Group, Inc. Management Long-Term Incentive Plan, as amended and restated. * (Designated asExhibit 10(d) to the Constellation Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed byConstellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.) 467Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description10-54 Constellation Energy Group, Inc. Amended and Restated 2007 Long-Term Incentive Plan. * (Designated as ExhibitNo. 10.1 to the Current Report on Form 8-K dated June 4, 2010, filed by Constellation Energy Group, Inc., File No. 1-12869.)10-55 Form of Grant Agreement for Stock Units with Sales Restriction. * (Designated as Exhibit No. 10(x) to the Annual Reporton Form 10-K for the year ended December 31, 2010, filed by Constellation Energy Group, Inc., File Nos. 1-12869 and1-1910.)10-56 Rate Stabilization Property Servicing Agreement dated as of June 29, 2007 by and between RSB BondCo LLC andBaltimore Gas and Electric Company, as servicer (Designated as Exhibit 10.2 to the Current Report on Form 8-K datedJuly 5, 2007, filed by Baltimore Gas and Electric Company, File No. 1-1910.)10-57 Administration Agreement dated as of June 29, 2007 by and between RSB BondCo LLC and Baltimore Gas andElectric Company, as administrator (Designated as Exhibit 10.3 to the Current Report on Form 8-K dated July 5, 2007,filed by Baltimore Gas and Electric Company, File No. 1-1910.)10-58 Second Amended and Restated Operating Agreement, dated as of November 6, 2009, by and among ConstellationEnergy Nuclear Group, LLC, Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Development Inc., and for certainlimited purposes, E.D.F. International S.A. and Constellation Energy Group, Inc. (Designated as Exhibit No. 10.1 to theCurrent Report on Form 8-K dated November 12, 2009, filed by Constellation Energy Group, Inc., File No. 1-12869.)10-59 Amendment No. 1 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group,LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development,Inc.), and E.D.F. International S.A. (Designated as Exhibit No. 10(s) to the Annual Report on Form 10-K for the yearended December 31, 2010, filed by Constellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-60 Amendment No. 2 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group,LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development,Inc.), and E.D.F. International S.A. (Designated as Exhibit No. 10(t) to the Annual Report on Form 10-K for the yearended December 31, 2010, filed by Constellation Energy Group, Inc., File Nos. 1-12869 and 1-1910.)10-61 Amendment No. 3 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group,LLC, by and among Constellation Nuclear, LLC, CE Nuclear, LLC, EDF Inc. (formerly known as EDF Development,Inc.), and E.D.F. International S.A. (Designated as Exhibit No. 10.1 to the Current Report on Form 8-K dated November3, 2010, filed by Constellation Energy Group, Inc., File No. 1-12869.)10-62 Termination Agreement dated as of November 3, 2010, by and among EDF Inc. (formerly known as EDF Development,Inc.), E.D.F. International S.A., and Constellation Energy Group, Inc. (Designated as Exhibit No. 10.2 to the CurrentReport on Form 8-K dated November 3, 2010, filed by Constellation Energy Group, Inc., File No. 1-12869.)10-63 Settlement Agreement between EDF Inc., Exelon Corporation, Exelon Energy Delivery Company, LLC, ConstellationEnergy Group, Inc. and Baltimore Gas and Electric Company dated January 16, 2012. (Designated as Exhibit No. 10.1to the Current Report on Form 8-K dated January 19, 2012, File Nos. 1-12869 and 1-1910.)10-64 Pension Plan of Constellation Energy Group, Inc. (Amended and Restated Effective January 31, 2012)* 468Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description10-65 First Amendment to the Pension Plan of Constellation Energy Group, Inc. (Amended and Restated EffectiveJanuary 31, 2012)*10-66 Second Amendment to the Pension Plan of Constellation Energy Group, Inc. (Amended and Restated EffectiveJanuary 31, 2012)*10-67 Third Amendment to the Pension Plan of Constellation Energy Group, Inc. (Amended and Restated EffectiveJanuary 31, 2012)*10-68 Constellation Energy Group, Inc. Employee Savings Plan (Amended and Restated Effective January 31, 2012)*10-69 First Amendment to the Constellation Energy Group, Inc. Employee Savings Plan (Amended and Restated EffectiveJanuary 31, 2012)*10-70 Second Amendment to the Constellation Energy Group, Inc. Employee Savings Plan (Amended and Restated EffectiveJanuary 31, 2012)*12-1 Exelon Corporation Computation of Ratio of Earnings to Fixed Charges.12-2 Exelon Generation Company, LLC Computation of Ratio of Earnings to Fixed Charges.12-3 Commonwealth Edison Company Computation of Ratio of Earnings to Fixed Charges.12-4 PECO Energy Company Computation of Ratio of Earnings to Fixed Charges.12-5 Baltimore Gas and Electric Company Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to FixedCharges and Preference Stock Dividends.14 Exelon Code of Conduct, as amended March 12, 2012 (File No. 1-16169, Form 8-K dated March 14, 2012, Exhibit No.14-1). Subsidiaries21-1 Exelon Corporation21-2 Exelon Generation Company, LLC21-3 Commonwealth Edison Company21-4 PECO Energy Company21-5 Baltimore Gas and Electric Company Consent of Independent Registered Public Accountants23-1 Exelon Corporation23-2 Exelon Generation Company, LLC23-3 Commonwealth Edison Company23-4 PECO Energy Company23-5 Baltimore Gas and Electric Company Power of Attorney (Exelon Corporation)24-1 Anthony K. Anderson24-2 Ann C. Berzin24-3 John A. Canning, Jr.24-4 Christopher M. Crane24-5 Yves C. de Balmann24-6 Nicholas DeBenedictis24-7 Nelson A. Diaz 469Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description24-8 Sue L. Gin24-9 Paul L. Joskow24-10 Robert J. Lawless24-11 Richard W. Mies24-12 William C. Richardson24-13 John W. Rogers, Jr.24-14 Mayo A. Shattuck III24-15 Stephen D. Steinour Power of Attorney (Commonwealth Edison Company)24-16 James W. Compton24-17 Christopher M. Crane24-18 A. Steven Crown24-19 Nicholas DeBenedictis24-20 Peter V. Fazio, Jr.24-21 Sue L. Gin24-22 Michael Moskow24-23 Denis O’Brien24-24 Anne R. Pramaggiore24-25 Jesse H. Ruiz Power of Attorney (PECO Energy Company)24-26 Craig L. Adams24-27 Christopher M. Crane24-28 M. Walter D’Alessio24-29 Nicholas DeBenedictis24-30 Nelson A. Diaz24-31 Rosemarie B. Greco24-32 Charisse R. Lillie24-33 Denis O’Brien24-34 Ronald Rubin Power of Attorney (Baltimore Gas and Electric Company)24-35 Ann C. Berzin24-36 Christopher M. Crane24-37 Michael E. Cryor24-38 James R. Curtiss24-39 Kenneth W. DeFontes, Jr.24-40 Joseph Haskins, Jr.24-41 Carla D. Hayden24-42 Denis O’Brien 470Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit No. Description Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the AnnualReport on Form 10-K for the year ended December 31, 2013 filed by the following officers for the following registrants:31-1 Filed by Christopher M. Crane for Exelon Corporation31-2 Filed by Jonathan W. Thayer for Exelon Corporation31-3 Filed by Kenneth W. Cornew for Exelon Generation Company, LLC31-4 Filed by Bryan P. Wright for Exelon Generation Company, LLC31-5 Filed by Anne R. Pramaggiore for Commonwealth Edison Company31-6 Filed by Joseph R. Trpik, Jr. for Commonwealth Edison Company31-7 Filed by Craig L. Adams for PECO Energy Company31-8 Filed by Phillip S. Barnett for PECO Energy Company31-9 Filed by Kenneth W. DeFontes Jr. for Baltimore Gas and Electric Company31-10 Filed by Carim V. Khouzami for Baltimore Gas and Electric Company Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form 10-Kfor the year ended December 31, 2013 filed by the following officers for the following registrants:32-1 Filed by Christopher M. Crane for Exelon Corporation32-2 Filed by Jonathan W. Thayer for Exelon Corporation32-3 Filed by Kenneth W. Cornew for Exelon Generation Company, LLC32-4 Filed by Bryan P. Wright for Exelon Generation Company, LLC32-5 Filed by Anne R. Pramaggiore for Commonwealth Edison Company32-6 Filed by Joseph R. Trpik, Jr. for Commonwealth Edison Company32-7 Filed by Craig L. Adams for PECO Energy Company32-8 Filed by Phillip S. Barnett for PECO Energy Company32-9 Filed by Kenneth W. DeFontes Jr. for Baltimore Gas and Electric Company32-10 Filed by Carim V. Khouzami for Baltimore Gas and Electric Company101.INS XBRL Instance101.SCH XBRL Taxonomy Extension Schema101.CAL XBRL Taxonomy Extension Calculation101.DEF XBRL Taxonomy Extension Definition101.LAB XBRL Taxonomy Extension Labels101.PRE XBRL Taxonomy Extension Presentation *Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees. 471Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February,2014. EXELON CORPORATIONBy: /S/ CHRISTOPHER M. CRANE Name: Christopher M. CraneTitle: President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf ofthe registrant and in the capacities indicated on the 13th day of February, 2014. Signature Title/S/ CHRISTOPHER M. CRANE Christopher M. Crane President and Chief Executive Officer (Principal ExecutiveOfficer) and Director/S/ JONATHAN W. THAYER Jonathan W. Thayer Executive Vice President and Chief Financial Officer (PrincipalFinancial Officer)/S/ DUANE M. DESPARTE Duane M. DesParte Vice President and Corporate Controller (Principal AccountingOfficer) This annual report has also been signed below by Darryl M. Bradford, Attorney-in-Fact, on behalf of the following Directors on the dateindicated: Anthony K. AndersonAnn C. BerzinJohn A. Canning, Jr.Yves C. de BalmannNicholas DeBenedictisNelson A. DiazSue L. Gin Paul L. JoskowRobert J. LawlessRichard W. MiesWilliam C. RichardsonJohn W. Rogers, Jr.Mayo A. Shattuck IIIStephen D. Steinour By: /S/ DARRYL M. BRADFORD February 13, 2014Name: Darryl M. Bradford 472Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February,2014. EXELON GENERATION COMPANY, LLCBy: /S/ KENNETH W. CORNEW Name: Kenneth W. CornewTitle: President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf ofthe registrant and in the capacities indicated on the 13th day of February, 2014. Signature Title/S/ KENNETH W. CORNEW Kenneth W. Cornew President (Principal Executive Officer)/S/ BRYAN P. WRIGHT Bryan P. Wright Senior Vice President and Chief Financial Officer (PrincipalFinancial Officer)/S/ ROBERT M. AIKEN Robert M. Aiken Vice President and Controller (Principal Accounting Officer) 473Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February,2014. COMMONWEALTH EDISON COMPANYBy: /s/ ANNE R. PRAMAGGIORE Name: Anne R. PramaggioreTitle: President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf ofthe registrant and in the capacities indicated on the 13th day of February, 2014. Signature Title/s/ ANNE R. PRAMAGGIORE Anne R. Pramaggiore President and Chief Executive Officer (Principal ExecutiveOfficer) and Director/s/ JOSEPH R. TRPIK, JR. Joseph R. Trpik, Jr. Senior Vice President, Chief Financial Officer and Treasurer(Principal Financial Officer)/s/ GERALD KOZEL Gerald J. Kozel Vice President and Controller (Principal Accounting Officer)/s/ CHRISTOPHER M. CRANE Christopher M. Crane Chairman and Director/s/ DENIS P. O’BRIEN Denis P. O’Brien Vice Chairman and Director This annual report has also been signed below by Anne R. Pramaggiore, Attorney-in-Fact, on behalf of the following Directors on thedate indicated: James W. ComptonA. Steven CrownNicholas DeBenedictisPeter V. Fazio, Jr. Sue L. GinMichael MoskowJesse H. Ruiz By: /s/ ANNE R. PRAMAGGIORE February 13, 2014Name: Anne R. Pramaggiore 474Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February,2014. PECO ENERGY COMPANYBy: /s/ CRAIG L. ADAMS Name: Craig L. AdamsTitle: Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf ofthe registrant and in the capacities indicated on the 13th day of February, 2014. Signature Title/s/ CRAIG L. ADAMS Craig L. Adams Chief Executive Officer and President (Principal ExecutiveOfficer) and Director/s/ PHILLIP S. BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer(Principal Financial Officer)/s/ SCOTT A. BAILEY Scott A. Bailey Vice President and Controller (Principal Accounting Officer)/s/ CHRISTOPHER M. CRANE Christopher M. Crane Chairman and Director/s/ DENIS P. O’BRIEN Denis P. O’Brien Vice Chairman and Director This annual report has also been signed below by Craig L. Adams, Attorney-in-Fact, on behalf of the following Directors on the dateindicated: M. Walter D’Alessio Rosemarie B. GrecoNelson A. Diaz Charisse R. LillieNicholas DeBenedictis Ronald Rubin By: /s/ CRAIG L. ADAMS February 13, 2014Name: Craig L. Adams 475Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 13th day of February,2014. BALTIMORE GAS AND ELECTRIC COMPANYBy: /s/ KENNETH W. DEFONTES, JR. Name: Kenneth W. DeFontes Jr.Title: Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf ofthe registrant and in the capacities indicated on the 13th day of February, 2014. Signature Title/s/ KENNETH W. DEFONTES, JR. Kenneth W. DeFontes Jr. Chief Executive Officer and President (Principal ExecutiveOfficer) and Director/s/ CARIM V. KHOUZAMI Carim V. Khouzami Senior Vice President, Chief Financial Officer, and Treasurer(Principal Financial Officer)/s/ DAVID M. VAHOS David M. Vahos Vice President and Controller (Principal Accounting Officer)/s/ CHRISTOPHER M. CRANE Christopher M. Crane Chairman and Director/s/ DENIS P. O’BRIEN Denis P. O’Brien Vice Chairman and Director This annual report has also been signed below by Kenneth W. DeFontes, Jr., Attorney-in-Fact, on behalf of the following Directors onthe date indicated: Ann C. Berzin Joseph Haskins, Jr.Michael E. Cryor Carla D. HaydenJames R. Curtiss By: /s/ KENNETH W. DEFONTES, JR. February 13, 2014Name: Kenneth W. DeFontes, Jr. 476Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 3.11BYLAWSOFBaltimore Gas and Electric CompanyAmended and Restated as of May 10, 2012Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Bylaws ofBaltimore Gas and Electric CompanyARTICLE IMEETINGS OF STOCKHOLDERSSection 1.—Annual Meeting.The annual meeting of the stockholders for the election of Directors and for the transaction of general business shall be held on any date as determinedyear to year by the Board of Directors. The time and location of the meeting shall be determined by the Board of Directors.The Chief Executive Officer of the Company shall prepare, or cause to be prepared, an annual report containing a full and correct statement of theaffairs of the Company, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted to thestockholders at the annual meeting.Section 2.—Special Meeting.Special meetings of the stockholders may be held in the City of Baltimore or in any county in which the Company provides service or owns propertyupon call by the Chairman of the Board, if one is elected, the President, or a majority of the Board of Directors whenever they deem expedient, or upon thewritten request of the holders of shares entitled to not less than twenty-five percent of all the votes entitled to be cast at such a meeting. Such request of thestockholders shall state the purpose or purposes of the meeting and the matters proposed to be acted on thereat and shall be delivered to the Secretary, who shallinform such stockholders of the reasonably estimated cost of preparing and mailing such notice of the meeting, and upon payment to the Company of suchcosts the Secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to vote at such meeting. No special meeting needbe called upon the request of the holders of the shares entitled to cast less than a majority of all votes entitled to be cast to such meeting, to consider any matterwhich is substantially the same as a matter voted upon at any special meeting of the stockholders held during the preceding twelve months. The business at allspecial meetings shall be confined to that specifically named in the notice thereof.Section 3.—Notice of Meetings.Written or printed notice of every meeting of the stockholders, whether annual or special, stating the place, day, and hour of such meeting and (in thecase of special meetings) the business proposed to be transacted shall be given by the Secretary to each stockholder entitled to vote at such meeting not lessthan ten days but no more than ninety days before the date fixed for such meeting, by electronic mail at his or her e-mail address as it appears on the records ofthe Company or by depositing such notice in the United States mail addressed to him or her at his or her post office address as it appears on the records of theCompany, with postage thereon prepaid. 1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 4.—Organization of Meeting.All meetings of the stockholders shall be called to order by the Chairman of the Board, or if one is not elected or is absent, by the President, or in his orher absence by a Vice President, or in the case of the absence of such officers, then by any stockholder, whereupon the meeting shall organize by electing achairman. The Secretary of the Company, if present, shall act as secretary of the meeting, unless some other person shall be elected by the meeting to so act.An accurate record of the meeting shall be kept by the secretary thereof, and placed in the record books of the Company.Section 5.—Quorum.At any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute aquorum for the transaction of business. If a quorum be not present at any meeting, holders of a majority of the shares of stock so present or represented mayadjourn the meeting either sine die or to a date certain.Section 6.—Voting.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, whenthe preferred or preference stock is entitled to vote, such number of votes as shall be provided in the charter of the Company for each share of preferred andpreference stock standing in his or her name, and the votes shall be cast by stockholders in person or by lawful proxy.Section 7.—Judge of Election and Tellers.The Directors, at a regular or special meeting of stockholders, may (but shall not be required to) appoint a Judge of Election and two Tellers to serve ateach meeting of stockholders. If the Directors fail to make such appointments, or if the Judge of Election and/or Tellers, or any of them, fail to appear at themeeting, the chairman of the meeting shall appoint a Judge of Election and/or a Teller or Tellers to serve at that meeting. It shall be the duty of the Tellers toreceive the ballots of all the holders of stock entitled to vote and present at a meeting either in person or by proxy, and to count and tally said ballots by theofficial record of stockholders of the Company, or by a summary prepared therefrom and certified by the Stock Transfer Agent or the Secretary of theCompany showing the number of shares of common and, if entitled to vote, preferred and preference stock owned of record by each stockholder, who may bedesignated therein by name, code number, or otherwise, and certify them to the Judge of Election, and the said Judge shall communicate in writing the result ofthe balloting so certified by the Tellers to the chairman who shall at once announce the same to the meeting. This certificate, signed by the Tellers andcountersigned by the Judge, shall be duly recorded as part of the minutes of the meeting and filed among the records of the Company.Section 8.—Record Date for Stockholders and Closing of Transfer Books.The Board of Directors may fix, in advance, a date as the record for the determination of the stockholders entitled to notice of, or to vote at, any meetingof stockholders, or entitled to receive payment of any dividend, or entitled to the allotment of any rights, or for any other 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.proper purpose. Such date in any case shall not be more than ninety days (and in the case of a meeting of stockholders not less than ten days) prior to the dateon which the particular action requiring such determination of stockholders is to be taken. Only stockholders of record on such date shall be entitled to noticeof 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 of Directors may close thestock transfer books of the Company for a period not exceeding twenty days or less than ten days preceding the date of any meeting of stockholders or notexceeding twenty days preceding any other of the above mentioned events.ARTICLE IIBOARD OF DIRECTORS AND COMMITTEESSection 1.—Powers of Directors.The business and affairs of the Company shall be managed by a Board of Directors which shall have and may exercise all the powers of the Company,except such as are expressly conferred upon or reserved to the stockholders by law, by the charter, or by these bylaws. Except as otherwise provided herein,the Board of Directors shall appoint the officers for the conduct of the business of the Company, determine their duties and responsibilities and fix theircompensation. The Board of Directors may remove any officer.Section 2.—Number and Election of Directors.The number of Directors (including each Independent Director) shall be set at eight; provided, however, that the number of Directors may be increasedor decreased by the Board of Directors without an amendment to these bylaws but in no event will there be less than three Directors or more than fifteenDirectors. The Directors (including each Independent Director) shall be elected at each Annual Meeting of the Stockholders except as otherwise provided inthese bylaws. They shall hold their offices for one year and until their successors are elected and qualified.Section 3.—Director Independence and Residency.(a) At all times subsequent to the first meeting of the Board of Directors after March 12, 2012, in accordance with the provisions of these bylaws, atleast one-third of the Directors in office, and no less than two Directors, shall meet the standards for independence set forth in the New York Stock ExchangeListing Standards, and shall be neither employees nor directors of Exelon Corporation (“Exelon”) or any Exelon affiliate (each such Director, an “IndependentDirector”). No resignation or removal of an Independent Director at any time when such resignation or removal would result in less than one-third of theDirectors in office, or less than two Directors, being Independent Directors shall be effective until as many successor Independent Directors as needed to haveat least one-third, and no less than two, of the Directors be Independent Directors shall have accepted their appointments as Independent Directors. In the eventthat less than one-third of the Directors in office, or less than two Directors, meeting the qualifications therefor are then holding the position of IndependentDirector, the Board of Directors shall, as soon as practicable, appoint as many successor Independent Directors as 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.needed to have at least one-third, and no less than two, of the Directors be Independent Directors, and until each such vacancy is filled, the Board of Directorsshall be prohibited from voting on any action specified in Section 6(b) of this Article II or the proviso to Article VIII. No Independent Director shall at any timeserve as trustee in bankruptcy for any affiliate of the Company.(b) At all times on and after the date hereof, a majority of the Directors in office shall have primary residence or principal place of business oremployment in the Company’s service territory.Section 4.—Removals and Vacancies.The stockholders, at any meeting duly called and at which a quorum is present, may remove any Director or Directors from office by the affirmativevote of the holders of a majority of the outstanding shares entitled to the vote thereon, and may elect a successor or successors to fill any resulting vacancies forthe unexpired terms of the removed Directors.Any vacancy occurring in the Board of Directors from any cause other than by reason of removal by the stockholders or an increase in the number ofDirectors may be filled by a majority of the remaining Directors although such majority is less than a quorum. Any vacancy occurring by reason of anincrease in the number of Directors may be filled by action of a majority of Directors. A Director elected to fill a vacancy shall hold office until the next annualmeeting of stockholders or until his successor is elected and qualified.Section 5.—Meetings of the Board of Directors.A regular meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders or any special meeting of the stockholdersat which the Board of Directors is elected, and thereafter regular meetings of the Board of Directors shall be held on such dates during the year as may bedesignated from time to time by the Board of Directors. All meetings of the Board of Directors shall be held at the general offices of the Company in the City ofBaltimore or elsewhere, as ordered by the Board of Directors. 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 electronic mail, by telephone, by telegram directed to, or by written notice deposited in theUnited States mail addressed to, his residence or business address on record with the Company at least 48 hours before such meeting. Special meetings maybe held at any time or place upon the call of the Chairman of the Board or the Chief Executive Officer.The Chairman of the Board shall preside at all meetings of the Board of Directors, or, if one is not elected or is absent, the President, or one of the VicePresidents (if a member of the Board of Directors) shall preside. If at any meeting none of the foregoing persons is present, the Directors present shall designateone of their number to preside at such meeting. 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 6.—Quorum and Voting.(a) A majority of the Directors in office shall constitute a quorum of the Board of Directors for the transaction of business, with the exception of anymeeting at which any action described in Section 6(b) of this Article II is considered, at which meeting a quorum shall consist of all Directors. All actions ofthe Board of Directors (other than those described in Section 6(b) of this Article II) shall require the affirmative vote of a majority of the Directors in attendanceat a meeting at which a quorum is present. If a quorum be not present at any meeting, a majority of the Directors present may adjourn to any time and placethey may see fit.(b) Notwithstanding any other provision of these bylaws and any provision of law that otherwise so empowers the Company, the stockholders, theBoard of Directors, any Director, any officer or any other person, neither the stockholders nor the Board of Directors nor any Director nor any officer nor anyother person shall be authorized or empowered, nor shall they permit the Company, without the unanimous prior approval of the Board of Directors, includingthe Independent Directors, to (A) commence any case, proceeding or other action on behalf of the Company under any existing or future law of any jurisdictionrelating to bankruptcy, insolvency, reorganization, or relief for debtors; (B) institute proceedings to have the Company adjudicated as bankrupt or insolvent;(C) consent to or acquiesce in the institution of bankruptcy or insolvency proceedings against the Company; (D) file a petition or consent to a petition seekingreorganization, arrangement, adjustment, winding up, dissolution, composition, liquidation, or other relief on behalf of the Company of its debts under anyfederal or state law relating to bankruptcy; (E) apply for, or consent to, or acquiesce in the appointment of, a receiver, liquidator, sequestrator, trustee or otherofficer with similar powers of such person with respect to the Company; (F) make any assignment for the benefit of the Company’s creditors; (G) admit inwriting the Company’s inability to pay its debts generally as they become due; or (H) remove the unanimous consent requirement set forth above in thisSection 6(b) of Article II.Section 7.—Committees.The Board of Directors is authorized to appoint from among its members such committees as it may, from time to time, deem advisable and to delegateto such committee or committees any of the powers of the Board of Directors which it may lawfully delegate. Each such committee shall consist of at least oneDirector.Section 8.—Fees and Expenses.Each member of the Board of Directors, other than salaried officers and employees, shall be paid an annual retainer fee, payable in such amount asshall be specified from time to time by the Board of Directors.Each member of the Board of Directors, other than salaried officers and employees, shall be paid such fee as shall be specified from time to time by theBoard of Directors for attending each regular or special meeting of the Board of Directors and for attending, as a committee member, each meeting of anycommittee appointed by the Board of Directors. Each Director shall be paid reasonable traveling expenses incident to attendance at meetings of the Board ofDirectors. 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE IIIOFFICERSSection 1.—Officers.The Company may have a Chairman of the Board and a Vice Chairman and shall have a President, one or more Vice Presidents, a Treasurer, and aSecretary, who shall be elected by, and hold office at the will of, the Board of Directors. The Chairman of the Board and the Vice Chairman, if one is elected,shall be chosen from among the Directors, and the Board of Directors shall designate either the Chairman of the Board, the Vice Chairman or the President tobe the Chief Executive Officer of the Company; provided that the Chief Executive Officer shall reside within the Company’s service territory. The Board ofDirectors shall also elect such other officers as they may deem necessary for the conduct of the business and affairs of the Company. Any two offices, exceptthose of President and Vice President, may be held by the same person, but no person shall sign checks, drafts and promissory notes, or execute,acknowledge or verify any other instrument in more than one capacity, if such instrument is required by law, the charter, these bylaws, a resolution of theBoard of Directors or order of the Chief Executive Officer to be signed, executed, acknowledged or verified by two or more officers.Section 2.—Duties of the Officers. (a)Chairman of the Board of Directors; Vice Chairman.The Chairman of the Board of Directors, if one is elected, shall preside at all meetings of the Board of Directors and of the stockholders, and shall alsohave such other powers and duties as from time to time may be assigned to him or her by the Board of Directors. The Vice Chairman, if one is elected, shall,in the absence of the Chairman of the Board, or if one is not elected, perform the duties of the Chairman of the Board, and shall also have such other powersand duties as from time to time may be assigned to him or her by the Board of Directors. (b)President.The President shall have general executive powers, as well as specific powers conferred by these bylaws. The President, any Vice President, or suchother persons as may be designated by the Board of Directors, shall sign all special contracts of the Company, countersign checks, drafts and promissorynotes, and such other papers as may be directed by the Board of Directors. The President, or any Vice President, together with the Treasurer or an AssistantTreasurer, shall have authority to sell, assign or transfer and deliver any bonds, stocks or other securities owned by the Company. The President shall alsohave such other powers and duties as from time to time may be assigned to him or her by the Board of Directors. In the absence of the Chairman of the Boardand the Vice Chairman, or if one (or both) is (or are) not elected, the President shall perform all the duties of the Chairman of the Board. 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (c)Vice Presidents.Each Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors, or the Chief Executive Officer, aswell as the specific powers assigned by these bylaws. A Vice President may be designated by the Board of Directors or the Chief Executive Officer to perform,in the absence of the President, all the duties of the President. (d)Treasurer.The Treasurer shall have the care and the custody of the funds and valuable papers of the Company, and shall receive and disburse all moneys in sucha manner as may be prescribed by the Board of Directors or the Chief Executive Officer. The Treasurer shall have such other powers and duties as may beassigned to him or her by the Board of Directors, or the Chief Executive Officer, as well as specific powers assigned by these bylaws. (e)Secretary.The Secretary shall attend all meetings of the stockholders and the Board of Directors and shall notify the stockholders and Directors of such meetingsin the manner provided in these bylaws. The Secretary shall record the proceedings of all such meetings in books kept for that purpose. The Secretary shallhave such other powers and duties as may be assigned to him or her by the Board of Directors or the Chief Executive Officer, as well as the specific powersassigned by these bylaws.Section 3.—Removals and Vacancies.Any officer may be removed by the Board of Directors whenever, in its judgment, the best interest of the Company will be served thereby. In case ofremoval, the salary of such officer shall cease. Removal shall be without prejudice to the contractual rights, if any, of the person so removed, but election of anofficer shall not of itself create contractual rights.Any vacancy occurring in any office of the Company shall be filled by the Board of Directors and the officer so elected shall hold office for theunexpired term in respect of which the vacancy occurred or until his or her successor shall be duly elected and qualified.In any event of absence or temporary disability of any officer of the Company, the Board of Directors may authorize some other person to perform theduties of that office.ARTICLE IVLIMITATIONS ON ACTIVITIESThe Company shall:(a) not participate in the cash pool operated by Exelon or any other Exelon affiliate (other than a subsidiary of the Company) and shall not comminglefunds with Exelon or any other Exelon affiliate (other than a subsidiary of the Company); 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) hold itself out as a separate entity from Exelon, Exelon Energy Delivery Company LLC (“EEDC”) and RF HoldCo LLC (“HoldCo”), conductbusiness in its own name and not assume liability for future debts of Exelon, EEDC or HoldCo;(c) maintain a separate name from and not use the trademarks, service marks or other intellectual property of Exelon, EEDC or HoldCo;(d) maintain separate books, accounts and financial statements reflecting its separate assets and liabilities;(e) maintain arms-length relationships with Exelon, EEDC and HoldCo; and(f) not (i) guarantee the debt or credit instruments of Exelon or any other Exelon affiliate (other than a subsidiary of the Company); (ii) grant a mortgageor other lien on any property used and useful in providing retail or wholesale utility service to, or otherwise pledge such assets as security for repayment of theprincipal or interest of any loan or credit instrument of, Exelon or any other Exelon affiliate (other than a subsidiary of the Company); (iii) include in any ofthe Company’s debt or credit agreements cross-default provisions between the Company’s securities and the securities of Exelon or any other Exelon affiliate(other than a subsidiary of the Company); or (iv) include in its debt or credit agreements any financial covenants or rating-agency triggers related to Exelon orany other Exelon affiliate (other than a subsidiary of the Company).ARTICLE VINDEMNIFICATIONSection 1.—Procedure.The Company shall indemnify any present or former Director or officer of the Company and each Director or elected officer of any direct or indirectwholly-owned subsidiary of the Company who is made, or threatened to be made, a party to a proceeding by reason of his or her service in that capacity or byreason of service, while a Director or officer of the Company and at the request of the Company, as a director or officer of another company, corporation,limited liability company, partnership, trust, employee benefit plan or other enterprise, and the Company shall pay or reimburse reasonable expenses incurredin advance of final disposition of the proceeding, in each case to the fullest extent permitted by the laws of the State of Maryland. The Company mayindemnify, and advance reasonable expenses to, other employees and agents of the Company and employees and agents of any subsidiary of the Company tothe extent authorized by the Board of Directors. The Company shall follow the procedures required by applicable law in determining persons eligible forindemnification and in making indemnification payments and advances.Section 2.—Exclusivity, etc.The indemnification and advancement of expenses provided by these bylaws (a) shall not be deemed exclusive of any other rights to which a personseeking indemnification or advance of expenses may be entitled under any law (common or statutory), or any agreement, vote of 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.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 anothercapacity while holding office or while employed or acting as agent for the Company, (b) shall continue in respect of all events occurring while a person was aDirector or officer after such person has ceased to be a Director or officer, and (c) shall inure to the benefit of the estate, heirs, executors and administrators ofsuch person. All rights to indemnification and advance of expenses hereunder shall be deemed to be a contract between the Company and each Director orofficer of the Company who serves or served in such capacity at any time while this Article V is in effect. Nothing herein shall prevent the amendment of thisArticle V, provided that no such amendment shall diminish the rights of any person hereunder with respect to events occurring or claims made before itsadoption or as to claims made after its adoption in respect of events occurring before its adoption. Any repeal or modification of this Article V shall not in anyway diminish any rights to indemnification or advancement of expenses of a Director or officer or the obligations of the Company arising hereunder withrespect to events occurring, or claims made, while this Article V or any provision hereof is in effect.Section 3.—Severability.The invalidity or unenforceability of any provision of this Article V shall not affect the validity or enforceability of any other provision hereof.ARTICLE VICAPITAL STOCKSection 1.—Evidence of Stock Ownership.Evidence of ownership of stock in the Company shall be pursuant to certificate(s), each of which shall represent the number of shares of stock ownedby a stockholder of the Company. Stockholders may request that their stock ownership be represented by certificate(s). Each certificate shall be signed onbehalf of the Company by the President or a Vice President and countersigned by the Secretary or the Treasurer, and shall be sealed with the corporate seal.The signatures may be either manual or facsimile. In case any officer who signed any certificate, in facsimile or otherwise, ceases to be such officer of theCompany before the certificate is issued, the certificate may nevertheless be issued by the Company with the same effect as if the officer had not ceased to besuch officer as of the date of its issue.Section 2.—Transfer of Shares.Stock shall be transferable only on the books of the Company by assignment in writing by the registered holder thereof, his or her legally constitutedattorney, or his or her legal representative, either upon surrender and cancellation of the certificate(s) therefor, if such stock is represented by a certificate, orupon receipt of such other documentation for stock not represented by a certificate as the Board of Directors and the law of the State of Maryland may, fromtime to time, require. 9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 3.—Lost, Stolen or Destroyed Certificates.No certificate for shares of stock of the Company shall be issued in place of any other certificate alleged to have been lost, stolen, or destroyed, exceptupon production of such evidence of the loss, theft or destruction and upon indemnification of the Company to such extent and in such manner as the Boardof Directors may prescribe.Section 4.—Transfer Agents and Registrars.The Board of Directors shall appoint a person or persons, or any incorporated trust company or companies or both, as transfer agents and registrarsand, if stock is represented by a certificate, may require that such certificate bear the signatures or the counter-signatures of such transfer agents andregistrars, or either of them.Section 5.—Stock Ledger.The Company shall maintain at its principal office in Baltimore, Maryland, a stock record containing the names and addresses of all stockholders andthe numbers of shares of each class held by each stockholder.ARTICLE VIISEALThe Board of Directors shall provide, subject to change, a suitable corporate seal which may be used by causing it, or facsimile thereof, to be impressedor affixed or reproduced one the Company’s stock certificates, bonds, or any other documents on which the seal may be appropriate.ARTICLE VIIIAMENDMENTSThese bylaws, or any of them, may be amended or repealed, and new bylaws may be made or adopted at any meeting of the Board of Directors, by voteof a majority of the Directors, or by the stockholders at any annual meeting, or at any special meeting called for that purpose; provided, however, that, in thecase of any amendment, repeal or replacement of Sections 3 and 6 of Article II or any part of Article IV or this Article VIII, each Independent Director must alsohave approved such amendment, repeal or replacement. 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.2EXELON CORPORATION RETIREMENT PROGRAMAs Amended and Restated Effective January 1, 2013Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.EXELON CORPORATION RETIREMENT PROGRAMINTRODUCTIONThe title of this Plan shall be the “Exelon Corporation Retirement Program.” This Plan is an amendment and restatement of the Commonwealth EdisonCompany Service Annuity System as in effect on December 30, 2001 and reflects the merger of the Service Annuity Plan of PECO Energy Company into thePlan effective December 31, 2001, and as previously amended and restated, and subsequent amendments and restatements. This amendment and restatement,except as otherwise provided herein, shall apply to Employees whose employment is terminated on or after January 1, 2013 and to the surviving spouses andsurviving dependent children of such Employees. The rights and benefits of Employees whose employment terminates on or before December 31, 2012 and ofthe surviving spouses and surviving dependent children of such Employees shall, except as otherwise provided herein, be determined under the Plan as ineffect at the time of such Employees’ termination, including any provisions of this Plan effective at such time.Subject to the foregoing, individuals who are “Participants” as defined in the document designated as the Commonwealth Edison Company ServiceAnnuity System and attached hereto as Appendix A shall have their benefit under the Plan determined exclusively by the terms of Appendix A hereto.Individuals who are “Participants” as defined in the document designated as the Service Annuity Plan of PECO Energy Company and attached hereto asAppendix B shall have their benefit under the Plan determined exclusively by the terms of Appendix B hereto. 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX ACOMMONWEALTH EDISON COMPANYSERVICE ANNUITY SYSTEMUnder the Exelon Corporation Retirement Program(Amended and Restated as of January 1, 2013)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TABLE OF CONTENTS Page ARTICLE 1 ESTABLISHMENT AND PURPOSE 1 ARTICLE 2 DEFINITIONS 2 Section 2.1. Defined Terms 2 Section 2.2. Gender and Plurals 12 Section 2.3. Definition of “Highly Compensated Employee” 12 ARTICLE 3 PARTICIPATION 12 Section 3.1. Employees Represented by IBEW Local Union 15 12 Section 3.2. Management Employees 13 Section 3.3. Cessation of Participation 15 Section 3.4. Certain Rehired Employees 15 ARTICLE 4 CONTRIBUTIONS 16 Section 4.1. Amount of Contributions 16 Section 4.2. Return of Contributions 16 ARTICLE 5 SERVICE ANNUITIES 17 Section 5.1. Description of Service Annuities 17 Section 5.2. Normal and Deferred Retirement 18 Section 5.3. Early Retirement 21 Section 5.4. Disability Retirement at or After Age 45 22 Section 5.5. Disability Retirement Before Age 45 24 Section 5.6. Federal Benefit Supplemental Payments Prior to Age 65 26 Section 5.7. Deferred Vested Termination 26 Section 5.8. Special Rules Applicable to the Computation of Service Annuities 28 Section 5.9. Post Retirement Adjustments 31 ARTICLE 6 SERVICE ANNUITY FORMS 35 Section 6.1. Basic Service Annuity Form 35 Section 6.2. Optional Service Annuity Forms 36 Section 6.3. Pre-retirement Surviving Spouse Benefit 38 Section 6.4. Pre-retirement Surviving Child Benefits 42 Section 6.5. Death Benefits for Spouse or Child of Participant Who Dies During Employment After Age 65 43 Section 6.6. Election Procedure 43 Section 6.7. Lump Sum Payment 48 Section 6.8. Distributions to Dependent Minor and Disabled Children 51 Section 6.9. Special Lump Sum Payment Option 51 -i-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 7 LIMITATIONS ON BENEFITS 55 Section 7.1. Maximum Annual Benefits 55 Section 7.2. Temporary Restrictions on Benefits in Case of Termination or Curtailment 58 Section 7.3. Benefit Restrictions as a Result of Funding 59 ARTICLE 8 SERVICE ANNUITY FUND 61 ARTICLE 9 SPECIAL RULES RELATING TO PARTICIPATION OF AND DISTRIBUTION TO CERTAIN TERMINATED ORTRANSFERRED EMPLOYEES 63 Section 9.1. Employment After Commencement of Service Annuity 63 Section 9.2. Social Security Increases 64 Section 9.3. Leased Employees 64 Section 9.4. Suspension of Service Annuities 65 Section 9.5. Reemployment Before Commencement of Service Annuity 67 Section 9.6. Employees whose Representation by IBEW Local Union 15 Changes 69 Section 9.7. Transfer of Employment to or Reemployment in Positions Eligible for Participation in the Plan or the Service Annuity Plan ofPECO Energy Company by Certain Individuals Who Were Participants in Such a Plan on December 31, 2000 70 Section 9.8. Change in Employment Status or Transfer to Affiliate 71 Section 9.9. Certain Rehired Employees 71 Section 9.10. Transfer of Employment to or from Facilities formerly Owned by CEG 72 ARTICLE 10 ADMINISTRATION 73 Section 10.1. The Administrator, the Investment Office and the Corporate Investment Committee 73 Section 10.2. Claims Procedure 78 Section 10.3. Procedures for Domestic Relations Orders 80 Section 10.4. Computation of Benefits 81 Section 10.5. Actuary to Be Employed 81 Section 10.6. Funding Policy 81 Section 10.7. Notices to Participants, Etc. 82 Section 10.8. Notices to Employers or Administrator 82 Section 10.9. Records 82 Section 10.10. Responsibility to Advise Administrator of Current Address 82 Section 10.11. Electronic Media 83 Section 10.12. Correction of Error 83 -ii-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 11 PARTICIPATION BY OTHER EMPLOYERS 84 Section 11.1. Adoption of Plan 84 Section 11.2. Withdrawal from Participation 84 Section 11.3. Company and Administrator Agent for Employers 84 ARTICLE 12 CONTINUANCE BY A SUCCESSOR 85 ARTICLE 13 MISCELLANEOUS 86 Section 13.1. Expenses 86 Section 13.2. Non-Assignability 86 Section 13.3. Employment Non-Contractual 89 Section 13.4. Limitation of Rights 89 Section 13.5. Merger or Consolidation with or Transfer to Another Plan 89 Section 13.6. Medical Examination 91 Section 13.7. Applicable Law 91 Section 13.8. Statute of Limitations for Actions under the Plan 92 Section 13.9. Forum for Legal Actions under the Plan 92 Section 13.10. Legal Fees 92 ARTICLE 14 TOP-HEAVY PLAN REQUIREMENTS 93 Section 14.1. Top-Heavy Plan Determination 93 Section 14.2. Minimum Benefit for Top-Heavy Years 95 Section 14.3. Top-Heavy Vesting Requirements 96 Section 14.4. Special Rules for Applying Statutory Limitations on Benefits 97 ARTICLE 15 AMENDMENT AND TERMINATION 97 Section 15.1. Amendment 97 Section 15.2. Establishment of Separate Plan 98 Section 15.3. Termination of the Plan by an Employer 99 Section 15.4. Distribution upon Termination or Partial Termination 99 Section 15.5. Trust to Be Applied Exclusively for Participants and Their Beneficiaries 100 -iii-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.COMMONWEALTH EDISON COMPANYSERVICE ANNUITY SYSTEMARTICLE 1ESTABLISHMENT AND PURPOSEThe title of this Plan shall be the “Commonwealth Edison Company Service Annuity System”. This Plan is an amendment and restatement of theCommonwealth Edison Company Service Annuity System as in effect on December 31, 2012 and, except as otherwise provided, shall apply to Employeeswhose employment is terminated on or after January 1, 2013 and to the surviving Spouses and surviving dependent children of such Employees. The benefitsof Employees whose employment terminates before January 1, 2013 and of the surviving Spouses and surviving dependent children of such Employees shallbe determined under the Commonwealth Edison Company Service Annuity System as in effect at the time of such Employees’ termination, including anyprovisions of this Plan effective at such time; provided, however, that the provisions of Article 7 (relating to limitations on benefits), Article 9 (relating tospecial rules relating to participation of and distribution to certain terminated or transferred employees), Article 10 (relating to administration), Article 13(relating to miscellaneous provisions) and Article 15 (relating to amendment and termination of the Plan) shall be effective for all such persons.For purposes of the Plan, the phrase “a member of IBEW Local Union 15” shall mean an employee whose terms of employment are subject to acollective bargaining agreement between IBEW Local Union 15 and his or her employer.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 2DEFINITIONSSection 2.1. Defined Terms. As used herein the following words and phrases shall have the following respective meanings when capitalized unless thecontext clearly indicates otherwise:(1) Administrator. The Company acting through its Vice President, Health & Benefits or such other person appointed pursuant to Section 10.1.(2) Affiliate. (a) A corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code)as an Employer, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with anEmployer, (c) an organization (whether or not incorporated) that is a member of an affiliated service group (within the meaning of Section 414(m) of theCode) that includes an Employer, a corporation described in clause (a) of this subdivision or a trade or business described in clause (b) of thissubdivision, or (d) any other entity that is required to be aggregated with an Employer pursuant to Regulations promulgated under Section 414(o) of theCode.(3) Annuity Starting Date. The first day on which a Service Annuity is payable to a Participant.(4) Basic Compensation. A Participant’s base pay rate per pay period, as determined by the Administrator. For purposes of the preceding sentence,a Participant’s base pay rate per pay period shall include (i) any amount contributed by the Participant’s Employer on behalf of such Participant forsuch year to the Participant’s Before-Tax Contributions Account under the Exelon Corporation Employee Savings Plan, a qualified transportation fringebenefit plan described in section 132(f) of the Code, the Exelon Corporation Benefits Contribution Options or the Exelon Corporation Key ChoicesProgram and (ii) such other types of compensation or payments as may be determined by the Administrator from time to time or as may be set forthfrom time to time in Exhibit 1 attached hereto, and shall exclude (i) bonuses (other than meter readers’ bonuses, other bonuses included in BasicCompensation as described in Exhibit 1 and any payment for ratification of a collective bargaining agreement), (ii) overtime pay, (iii) shift premiumsand (iv) such other types of compensation or payments as may be determined by the Administrator from time to time or as may be set forth from time totime in Exhibit 1 attached hereto. In the case of a Participant who is absent from employment due to either an authorized leave of absence (including aleave of absence for participation in Military Service) or employment by a union that represents any group of Employees, Basic Compensation shallmean, for the -2-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.period during which the Participant is absent due to an authorized leave of absence or employment by such union, the Participant’s base pay rate perpay period in effect immediately preceding the first day of the Participant’s authorized leave of absence or employment by a union, as the case may be. AParticipant whose Termination of Employment occurs on account of a Total and Permanent Disability, but who is not then eligible for a Service Annuityunder Section 5.2 (relating to normal and deferred retirement), Section 5.3 (relating to early retirement), Section 5.4 (relating to disability retirement at orafter age 45) or Section 5.5 (relating to disability retirement before age 45) shall not be treated as having any Basic Compensation for periods of CreditedService after such Termination of Employment. A Participant whose Termination of Employment occurs on account of a Total and Permanent Disabilityand who is receiving benefits under any Employer’s long term disability plan shall be treated for periods of Credited Service after such Termination ofEmployment as having Basic Compensation determined under Section 5.2(c).(5) Beneficiary. A Participant’s Spouse or the Participant’s Dependent Minor Child or Dependent Disabled Child entitled, in the event of the deathof the Participant, to receive a Service Annuity, under Section 6.3 (relating to the pre-retirement surviving spouse benefit), Section 6.4 (relating to the pre-retirement surviving child benefits) or Section 6.5 (relating to death benefits with respect to certain Participants who die during employment and after age65). To the extent required by law and where applicable in the Plan, an alternate payee entitled to receive a Service Annuity under paragraph (b) ofSection 13.2 (relating to exception to non-assignability for qualified domestic relations orders) shall also be a Beneficiary.(6) CEG. Constellation Energy Group, Inc. and any of its affiliates that was an affiliate immediately before the Effective Time (as such term isdefined in the Merger Agreement).(7) Child. A Participant’s natural child born prior to the time payment of the Participant’s Service Annuity commences hereunder or a childadopted by a Participant prior to the time payment of the Participant’s Service Annuity commences hereunder.(8) Code. The Internal Revenue Code of 1986, as amended.(9) Company. Exelon Corporation, a Pennsylvania corporation, or any successor or successors.(10) Consumer Price Index. The United States Bureau of Labor Statistics Consumer Price Index (U.S. City Average 1967 = 100). Such term shallalso mean such index as it may from time to time be changed or, if it shall be discontinued, the most nearly comparable index, appropriately adjusted toyield results comparable with those which would have been produced if the index as defined in the preceding sentence had been used, as determined bythe Investment Office. -3-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(11) Corporate Investment Committee. The Company acting through the committee consisting of the executives or other persons designated fromtime to time in the charter of such Committee.(12) Credited Service. The period of a Participant’s employment as an Eligible Employee which is used to compute the Participant’s ServiceAnnuity and eligibility for commencement of payment of such Service Annuity under Article 5 (relating to Service Annuities) and Article 6 (relating toService Annuity forms). A Participant’s Credited Service includes (a) the Participant’s Credited Service prior to the Effective Date determined inaccordance with the provisions of the Plan as in effect prior to the Effective Date, (b) to the extent not duplicative, for a Participant who terminatedemployment prior to January 1, 2003, any additional service for actual employment credited to such Participant prior to the Effective Date in anEmployer’s employment records pursuant to Commonwealth Edison Company’s service bridging policy, and (c) the period beginning on the EffectiveDate during which the Participant shall have been an Eligible Employee, including, (i) any period during which the Participant is in Military Service,provided that the Participant returns to the employ of an Employer within the period prescribed by laws relating to the reemployment rights of persons inMilitary Service, (ii) any period during which the Participant is employed by a union that represents any group of Employees, (iii) any period for whichback pay is awarded to the Participant and pursuant to which award the Participant is required to receive Credited Service under the Plan, (iv) the periodfollowing Termination of Employment on account of a Total and Permanent Disability during which the Participant is receiving benefits under anyEmployer’s long term disability plan and (v) as and to the extent provided by resolutions of the board of directors of the Company, (1) any period ofemployment by Affiliates or other companies, and (2) any period of authorized absence from such employment or from employment as an EligibleEmployee. A Participant’s periods of Credited Service before and after a period of absence from employment that is not included in the Participant’sCredited Service pursuant to the preceding sentences shall be aggregated only if (i) the Participant completes at least one year of Credited Service aftersuch period of absence and (ii) the number of years of such period of absence from employment is less than five.(13) Dependent Minor Child. A Child who, as of the time of the Participant’s retirement or death, is under the age of 21 and qualifies as adependent of the Participant within the meaning of Section 152 of the Code.(14) Dependent Disabled Child. A Child who, as of the time of the Participant’s retirement or death, has a permanent physical or mentaldisability, as certified by the medical director of the Company or by such other licensed physician designated by the Administrator, that causes suchChild to be unable to engage in substantial gainful employment, and is a dependent of the Participant within the meaning of Section 152 of the Code(determined by disregarding any age limitation contained in Section 152 of the Code). -4-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(15) Earnings. The Participant’s earnings during the Participant’s period of Credited Service on and before December 25, 1994 determined inaccordance with the provisions of the Plan as in effect prior to April 1, 1995.(16) Effective Date. Except as otherwise specifically provided herein, the Effective Date of this amendment and restatement of the Plan withrespect to the Company and any other entity that was an Employer on December 31, 2012 shall be January 1, 2012 and in the case of any otherEmployer shall be the date designated by such Employer.(17) Eligible Employee. (a) Any Employee who was an Eligible Employee on December 31, 2000, and who is receiving regular salary or wagesfrom and rendering services to an Employer, or any such individual who is on an authorized leave of absence, and (b) on or after January 1, 2001, anyEmployee whose first Hour of Service with an Employer is prior to January 1, 2009 and who (i) is a member of IBEW Local Union 15 who becomesinitially employed at a facility that, as of October 19, 2000, was owned by Commonwealth Edison Company, Unicom Corporation or any affiliate ofUnicom Corporation, (ii) elects to participate in this Plan and (iii) is either receiving regular salary or wages from and rendering services to an Employer,or is on an authorized leave of absence; but, in either case excluding (i) an Employee the terms of whose employment are subject to a collectivebargaining agreement that does not provide for participation in this Plan, (ii) an Employee paid on the temporary payroll of an Employer who has nevercompleted at least 1,000 Hours of Service in any period of twelve consecutive months beginning with the Employee’s date of hire or anniversary thereof,(iii) an Employee who executes a written waiver of his or her right to participate in the Plan; (iv) an individual who performs services for an Employer,pursuant to an agreement (written or oral) that classifies such individual’s relationship with the Employer as other than an Employee regardless ofwhether such individual is at any time determined to be an Employee; (v) on or after the Effective Time, an individual who was employed immediatelyprior to the Effective Time (as such term is defined in the Merger Agreement) at CEG or a facility owned immediately before the Effective Time by CEGand (vi) an individual who is newly employed on or after the Effective Time (as such term is defined in the Merger Agreement) at a facility ownedimmediately before the Effective Time by CEG. Notwithstanding anything contained in the Plan to the contrary, any Employer may, at the time suchEmployer elects to participate in this Plan in the manner described in Section 11.1 (relating to adoption of the Plan), designate, with the consent of theCompany, a specified group of Employees who will be Eligible Employees. In the case of Unicom Thermal Technologies Inc. (“Unicom Thermal”), theterm “Eligible Employee” shall mean only those persons rendering service to Unicom Thermal who (i) formerly were employed by the Company,(ii) transferred from the employment of the Company to the employment of Unicom Thermal at the request of the Company, (iii) are -5-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.otherwise described in the definition of Eligible Employee set forth in this subdivision (16) and (iv) completed at least ten years of Credited Serviceunder the Plan at the time of transfer from the employment of the Company to the employment of Unicom Thermal; provided, however, any suchEmployee who had at least eight years of Credited Service at the time of such transfer shall continue to be an Eligible Employee in the Plan until suchEmployee completes ten years of Credited Service. In the case of any individual who, as of December 31, 2000, was an Employee of CommonwealthEdison Company and who subsequently transfers employment to employment with the Exelon Power Team, such individual shall remain an EligibleEmployee through the second anniversary of the date of such transfer of employment, and shall not thereafter be an Eligible Employee. Notwithstandingthe preceding sentence, an individual who, as of December 31, 2000, was an Employee of Commonwealth Edison Company and who transferredemployment to employment with the Exelon Power Team shall be an Eligible Employee as of January 1, 2004, and, without limiting the precedingclause, an individual who transfers employment from employment with an Employer to employment with the Exelon Power Team during 2003 and whowas an Eligible Employee immediately prior to such transfer shall continue to be an Eligible Employee until December 31, 2003 and each individual whotransfers employment from the Exelon Power Team to an Employer during 2003 shall not be an Eligible Employee prior to January 1, 2004. In the case ofExelon Services Inc., the term “Eligible Employee” shall be limited to those Employees of Exelon Services Inc. who were on the payroll of UnicomEnergy Solutions as of April 1, 2001 and are otherwise Eligible Employees. Notwithstanding anything contained herein to the contrary, an EligibleEmployee shall not include an individual who has received a Special Lump Sum Payment or an Immediately Commencing Annuity in accordance withSection 6.9 (relating to Special Lump Sum Payment Option).(18) Employee. An individual whose relationship with an Employer is, under common law, that of an employee.(19) Employer. The Company and any other Affiliate set forth on Appendix I hereto that, with the consent of the Company, elects to participate inthe Plan in the manner described in Section 11.1 (relating to adoption of the Plan) either with respect to all Employees or a specified group of Employeesof such Affiliate and any successor Affiliate that adopts this Plan pursuant to Article 12 (relating to continuance by a successor). If any entity describedin the preceding sentence withdraws from participation in the Plan pursuant to Section 15.3 (relating to termination of the Plan by an Employer), suchentity shall thereupon cease to be an Employer. Appendix I shall be updated from time to time by the Company to reflect any adoption pursuant toSection 11.1, but the failure to so update such Appendix shall not affect the effectiveness of any such adoption. Such adoptions will be effective whetheroccurring before, on or after the Effective Date and whether or not reflected in Appendix I. -6-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(20) ERISA. The Employee Retirement Income Security Act of 1974, as amended.(21) Federal Benefit. The annual amount of full old age benefits which would be payable to the Participant under the Federal Social Security Act atthe age at which full old age benefits would be payable to such Participant under such Act. Except as provided in the following sentence, the amount ofthe Federal Benefit and the age at which full old age benefits become payable shall be determined as of December 25, 1994 in accordance with theprovisions of the Plan as in effect on such date. Notwithstanding the preceding sentence, solely for purposes of Section 5.6 (relating to Federal Benefitsupplemental payments), the amount of Federal Benefit and the age at which full old age benefits become payable shall be determined at the time of aParticipant’s Termination of Employment by using the terms of the Federal Social Security Act as in effect at such time. For purposes of the precedingsentence, the amount of Federal Benefit shall be computed (a) with respect to a member of IBEW Local Union 15 whose Termination of Employmentoccurs on or after January 1, 2011, by using the Participant’s compensation subject to tax under the Federal Insurance Contributions Act (other than theMedicare portion), and (b) with respect to any other Participant, by using an estimated wage history determined by applying a salary scale based on theactual change in the average national wage from year to year as determined by the Social Security Administration, projected backwards, to theParticipant’s compensation subject to tax under the Federal Insurance Contributions Act (other than the Medicare portion) for the calendar year endingimmediately prior to the Participant’s Termination of Employment. Notwithstanding the preceding sentence, in no event shall a Participant’s FederalBenefit be greater than the Federal Benefit determined by using a wage history that assumes the Participant earned no compensation for periods prior toemployment with the Company and Affiliates and uses actual compensation paid by the Company and Affiliates for periods of employment with theCompany and Affiliates and, in the case of a Participant who is absent from employment due to employment by a union that represents any group ofEmployees, uses actual compensation paid by such union for periods of employment with such union(22) Highest Average Annual Pay. The sum of a Participant’s average annual Basic Compensation and Incentive Pay (a) with respect to anyParticipant who, as of the date of the Participant’s Termination of Employment, is not a member of IBEW Local Union 15, during the four consecutiveyears (104 biweekly pay periods), and (b) with respect to any Participant who, as of the date of the Participant’s Termination of Employment, is amember of IBEW Local Union 15, during which such average annual Basic Compensation and Incentive Pay was the highest, or (c) during all years ofthe Participant’s Credited Service if such Credited Service is less than 104 or 78 biweekly pay periods, as applicable. In determining whether aParticipant has 104 or 78 consecutive biweekly pay periods, as applicable, any period of uncompensated absence from employment with an Employer,other than an absence due to participation in Military Service shall be disregarded. In computing “Highest Average Annual Pay,” the total of -7-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the Basic Compensation and Incentive Pay for a Participant for the applicable consecutive pay periods shall be multiplied, in the case of 104 pay periodsby 0.25068654 and in the case of 78 pay periods by 0.33424872; provided, that in the case of a Participant whose years of Credited Service includefewer than 104 or 78 pay periods, as applicable, the multiplier shall be a fraction the numerator of which is one and the denominator of which is thequotient of (a) the number of 14-day periods during each 365-day period (or if less, during the Participant’s Credited Service) and (b) the number of payperiods during the Participant’s years of Credited Service. In addition, notwithstanding anything herein to the contrary, in computing an Employee’sHighest Average Annual Pay, the aggregate amount of the Employee’s Basic Compensation and Incentive Pay in excess of the following limits shall not betaken into account: (i) for Plan Years ending before January 1, 1996, $200,000 (as adjusted for increases in the cost of living pursuant toSection 415(d) of the Code for the year in which the computation of Basic Compensation and Incentive Pay is being made), (ii) for Plan Years beginningon or after January 1, 1996 and before January 1, 2002, $150,000 (adjusted for increases in the cost of living in accordance with Section 401(a)(17) ofthe Code), and (iii) for all Plan Years beginning on or after January 1, 2002, $200,000 (adjusted for increases in the cost of living in accordance withSection 401(a)(17) of the Code). For purposes of the preceding sentence, the limit determined with respect to clause (i) for the last year for which thecomputation is made shall be applied for such year and all preceding years. For Plan Years beginning before January 1, 1997, the Basic Compensationand Incentive Pay of an Employee who is a 5% owner of Commonwealth Edison Company or any Affiliate or one of the ten employees ofCommonwealth Edison Company and all Affiliates who was paid the greatest compensation (as defined in Section 415 of the Code) for the Plan Yearshall include the Basic Compensation and Incentive Pay of the Employee’s spouse and any lineal descendants of the Employee who have not attained age19 before the close of the Plan Year.(23) Hour of Service. (a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties (such hours to becredited to the Employee for the computation period or periods in which the duties are performed); (b) each hour for which an Employee is paid, orentitled to payment, on account of a period of time during which no duties are performed (irrespective of whether a Termination of Employment hasoccurred) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence (such hours to becredited to the Employee for the computation period or periods in which the period of time during which no duties are performed occurs); and (c) eachhour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer (such hours to be credited to theEmployee for the computation period or periods in which the award or agreement pertains rather than the computation period in which the award,agreement or payment is made). Hours of Service shall be computed in accordance with paragraphs (b) and (c) of Section 2530.200b-2 of theDepartment of Labor Regulations. -8-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(24) Incentive Pay. The payments, if any, earned by the Participant with respect to each year of Credited Service after 1994, regardless of whenpaid, under the plans set forth in Exhibit 2 attached hereto. Incentive Pay shall also include with respect to each year of Credited Service commencingafter December 31, 2002, lump sum merit increases paid during such year of Credited Service. In the case of a Participant who is absent fromemployment due to employment by a union that represents any group of Employees, Incentive Pay shall mean, for the period during which theParticipant is absent from employment, the payments the Participant would have received under the applicable plan set forth in Exhibit 2 attachedhereto, as determined by the union employing such Participant.(25) Investment Office. The Company acting through the Exelon Investment Office.(26) Merger Agreement. That Agreement and Plan of Merger, dated as of April 28, 2011, by and among Exelon Corporation, Bolt AcquisitionCorporation and Constellation Energy Group, Inc(27) Military Service. The performance of duty on a voluntary or involuntary basis in a “uniformed service” (as defined below) under competentauthority of the United States government and includes active duty, active duty for training, initial active duty for training, inactive duty training, full-time National Guard duty, and a period for which a person is absent from employment for the purpose of an examination to determine the fitness of theperson to perform any such duty. For purposes of the preceding sentence, the term “uniformed service” means the Armed Forces, the Army NationalGuard and the Air National Guard when engaged in active duty for training, inactive duty training, or full-time National Guard duty, the commissionedcorps of the Public Health Service, and any other category of persons designated by the President of the United States in time of war or emergency.(28) Normal Retirement Age. A Participant’s 65th birthday.(29) Participant. An Employee described in Article 3 (relating to participation). An individual shall cease to be a Participant upon the date theindividual is no longer eligible to receive a benefit from this Plan (including, without limitation, upon his or her receipt of a Special Lump Sum Paymentas defined in Section 6.9 (relating to Special Lump Sum Payment Option)) or upon the individual’s Termination of Employment if the individual hasnot completed at least five years of Vesting Service upon the date of his or her Termination of Employment and is not otherwise eligible to receive abenefit from this Plan.(30) Plan. The Plan herein set forth, as from time to time amended, which is part of the Exelon Corporation Retirement Program.(31) Plan Year. The calendar year. -9-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(32) Regulations. Written promulgations of the Department of Labor construing Title I of ERISA or the Internal Revenue Service construing theCode.(33) Retiree. A Participant or Beneficiary receiving a Service Annuity.(34) Service Annuity. The amount payable to a Retiree from the Service Annuity Fund under the Plan. Except as otherwise indicated by thecontext, such term includes an annuity payable pursuant to paragraph (b) of Section 6.1 (relating to annuities payable to married Participants),Section 6.2 (relating to optional Service Annuity forms), Section 6.3 (relating to surviving spouse annuities, Section 5.6 (relating to Federal Benefitsupplemental payments), Section 5.7 (relating to deferred vested termination) and Section 6.4 (relating to a surviving Child annuity). Notwithstandingthe foregoing, a Participant shall not be entitled to any amount payable from the Service Annuity Fund under the Plan following the Participant’s receiptof a Special Lump Sum Payment within the meaning of Section 6.9 (relating to Special Lump Sum Payment Option).(35) Service Annuity Fund. All money and property of every kind held by the Trustee under the Trust Agreement.(36) Spouse. The individual who is the husband or wife of a Participant as the result of a legal union between one man and one woman, within themeaning of the Defense of Marriage Act, on the Participant’s Pension Starting Date, or if earlier, on the date of the Participant’s death. While the Spouseis living and, except as otherwise provided in a qualified domestic relations order as described in paragraph (b) of Section 13.2 (relating to exception tononassignability in the case of a qualified domestic relations order) or paragraph (c) of Section 6.6 (relating to automatic cancellation of elections), suchSpouse shall be treated as the Participant’s Spouse for all purposes of this Service Annuity System without regard to whether such Spouse remainsmarried to the Participant after the Participant’s Annuity Starting Date.(37) Termination of Employment. A Participant’s ceasing to be an Employee of any Employer or any Affiliate. A transfer between employment byan Employer and employment by an Affiliate or between employment by Employers or Affiliates shall not constitute a Termination of Employment.(38) Total and Permanent Disability. A disability which, in the opinion of the Administrator, renders the Participant unable to perform theprincipal duties of the Participant’s regular job classification or such other job classification as may be made available to the Participant by an Employeror an Affiliate and which results from a cause other than one or more of the following, as determined by the Administrator, in its sole discretion:(i) excessive or habitual use of drugs, intoxicants, narcotics or alcohol; -10-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) injury or disease sustained while participating in illegal activities; or(iii) injury or disease sustained while employed by another Employer and arising out of such other employment.(39) Trust Agreement. The agreement between the Company and the Trustee governing the Service Annuity Fund.(40) Trustee. The trustee of the Service Annuity Fund or, if there shall be more than one trustee acting at any time, all of such trustees collectively.(41) Vesting Service. The period of an Employee’s employment which is used to determine whether the Employee is entitled to receive a ServiceAnnuity under Article 5 (relating to Service Annuities). An Employee’s Vesting Service includes (a) the Participant’s vesting service prior to the EffectiveDate determined in accordance with the provisions of the Plan as in effect prior to the Effective Date, (b) to the extent not duplicative, for an Employeewho terminated prior to January 1, 2003, any additional service for actual employment credited to such Employee prior to the Effective Date in anEmployer’s employment records pursuant to Commonwealth Edison Company’s service bridging policy and (c) the aggregate of the periods beginningon or after the Effective Date during which the Employee is employed by an Employer or an Affiliate, provided that in the case of an Employee who hasno vested right to any benefits under this Plan, such Employee’s periods of Vesting Service before and after a period of absence from employment shallbe aggregated only when the Employee’s number of consecutive one-year periods of absence from employment is less than five and the Employee has atleast one year of Vesting Service after such period of absence from employment. For purposes of the preceding sentence, an Employee shall be deemed tobe employed by an Employer or an Affiliate during (a) any period of absence from employment by an Employer or an Affiliate which is of less thantwelve months’ duration, (b) the first twelve months of any period of absence from employment for any reason other than the Employee’s quitting,retiring or being discharged, except as provided in clause (f) below, (c) any period during which the Employee is in Military Service, provided that theEmployee returns to the employ of an Employer or an Affiliate within the period prescribed by laws relating to the reemployment rights of persons inMilitary Service, (d) any period, whether less than or greater than twelve months, during which the Participant is employed by a union that representsany group of Employees, (e) the period following Termination of Employment on account of a Total and Permanent Disability during which theParticipant is receiving benefits under any Employer’s long term disability plan and (f) as and to the extent provided by resolutions of the board ofdirectors of the Company, any period of authorized absence from employment as an Eligible Employee. The Administrator may require certificationfrom an Employee, as a condition of granting Vesting Service under this subdivision (39), that the leave was taken for one of the reasons enumerated inthe preceding sentence. Notwithstanding the preceding sentences, in -11-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.determining an Employee’s period of absence from employment by an Employer or an Affiliate, the following shall be disregarded: the first twenty-fourmonths of any period of absence from employment by reason of (i) the Employee’s pregnancy, (ii) the birth of the Employee’s child, (iii) the placementof a child with the Employee in connection with the adoption of such child by such Employee or (iv) caring for such child for a period beginningimmediately following such birth or placement.Section 2.2. Gender and Plurals. Wherever used in this Plan, words in the masculine gender shall include masculine or feminine gender, and, unless thecontext otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.Section 2.3. Definition of “Highly Compensated Employee”. Wherever applicable for purposes of satisfying legal requirements applicable to the Plan, theterm “highly compensated employee” shall mean any Employee who performs service in the determination year and who (a) is a 5%-owner (as determinedunder section 416(i)(1)(A)(iii) of the Code) at any time during the Plan Year or the preceding Plan Year or (b) both (1) is paid compensation in excess of$80,000 (as adjusted for increases in the cost of living in accordance with section 414(q)(1)(B)(ii) of the Code) from an Employer for the preceding Plan Year,and (2) is in the group of employees consisting of the top 20% of the employees of the Employer and its Affiliates when ranked on the basis of compensationpaid during such preceding Plan Year.ARTICLE 3PARTICIPATIONSection 3.1. Employees Represented by IBEW Local Union 15. Each Eligible Employee who is a member of a collective bargaining unit represented byIBEW Local Union 15 and who was a Participant in the Plan on December 31, 2000 shall continue to be a Participant as of January 1, 2001. Each otherEligible Employee who is a member of IBEW Local Union 15 -12-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.shall become a Participant as of the first day that such Eligible employee completes an Hour of Service with an Employer as an Eligible Employee, providedthat such Eligible Employee does not elect, in the time and manner prescribed by the Administrator for such an election, to participate in the ExelonCorporation Pension Plan for Bargaining Unit Employees. Notwithstanding the foregoing, effective January 1, 2009, an Employee who is a member of acollective bargaining unit represented by IBEW Local Union 15 and whose first Hour of Service with an Employer is on or after January 1, 2009 shall not bean Eligible Employee and shall not be eligible to become a Participant at any time.Section 3.2. Management Employees. (a) In General. Each Participant who is not a member of a collective bargaining unit represented by IBEW LocalUnion 15 and who is, as of January 1, 2002, an Eligible Employee shall be permitted to elect, in the time and manner prescribed by the ‘Committee’, as suchterm was defined in the Plan prior to June 1, 2006, to either (i) continue participating in the Plan on and after January 1, 2002 or (ii) cease participating in thePlan as of December 31, 2001 and begin participating in the Exelon Corporation Cash Balance Pension Plan as of January 1, 2002. Each Eligible Employeewho elects to continue participating in the Plan or who is offered and fails to make any such election shall continue to be a Participant as of January 1, 2002.Each Eligible Employee who elects to participate in the Exelon Corporation Cash Balance Pension Plan in lieu of participation in this Plan shall ceaseparticipation in the Plan as of December 31, 2001 and shall not be entitled to any benefit under the Plan, unless such Participant receives a notification (the“Notice”) from an Employer that his or her employment with the Employers and their Affiliates will be terminated on or before December 31, 2002 and thatsuch Participant is eligible for severance benefits under the Exelon Corporation Merger Separation Plan for Designated Management Employees or any other -13-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.severance plan maintained by an Employer or an Affiliate. An Eligible Employee who receives a Notice shall continue to be a Participant in the Plan until his orher Termination of Employment, notwithstanding such Eligible Employee’s election to participate in the Exelon Corporation Cash Balance Pension Plan. AnEligible Employee (i) who receives a Notice, but whose employment does not terminate on or before December 31, 2002, or (ii) whose employment terminatesbefore December 31, 2002 without the Employee receiving a Notice shall cease participation in the Plan as of December 31, 2001 if such Employee elects, inthe time and manner prescribed by the ‘Committee’, as such term was defined in the Plan prior to June 1, 2006, to participate in the Exelon Corporation CashBalance Pension Plan.Effective as of January 1, 2004, each Eligible Employee (i) who is an employee of the Exelon Power Team, (ii) who, as of December 31, 2000, was anEmployee of Commonwealth Edison Company and is, as of January 1, 2004, an Eligible Employee, (iii) who was, at any time prior to January 1, 2004, aParticipant and (iv) who did not previously make a valid election pursuant to the preceding paragraph shall be permitted to elect, in the time and mannerprescribed by the ‘Committee’, as such term was defined in the Plan prior to June 1, 2006, to either (A) resume or continue participation in the Plan as ofJanuary 1, 2004 or (B) participate in the Exelon Corporation Cash Balance Pension Plan as of January 1, 2004. Each such Eligible Employee whoaffirmatively elects to resume or continue participation in the Plan in lieu of participation in the Exelon Corporation Cash Balance Pension Plan shall resume orcontinue participation in this Plan as of January 1, 2004. -14-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Transfer of Benefits and Assets to Cash Balance Pension Plan. If an Eligible Employee described in paragraph (a) above elects to participate in theExelon Corporation Cash Balance Pension Plan in lieu of participating in the Plan, the Employee’s Service Annuity, determined as of December 31, 2001, orDecember 31, 2003, as the case may be, based on the Employee’s Credited Service and Highest Annual Average Pay as of such date but without giving effect toSection 5.6, shall be transferred to the Exelon Corporation Cash Balance Pension Plan and such Employee shall not accrue any additional benefit under thePlan. An amount of assets that is equal to the present value of the Participant’s Service Annuity described in the preceding sentence, determined using themethods and assumptions prescribed by Section 4044 of ERISA, shall also be transferred to the Exelon Corporation Cash Balance Pension Plan. Such transferof benefits and assets related thereto shall occur as soon as administratively practicable after the Eligible Employee makes the election described in paragraph(a) above. In the event that an Eligible Employee whose Service Annuity and related assets are transferred to the Exelon Corporation Cash Balance Pension Planreceives a Notice and has a Termination of Employment on or before December 31, 2002, the Service Annuity and related assets that were transferred to theExelon Corporation Cash Balance Pension Plan shall be transferred back to the Plan and the amount of the pension benefit accrued by such Employee during2002 (if any) shall be determined under the terms of this Plan rather than the Exelon Corporation Cash Balance Pension Plan. Such transfer shall occur assoon as administratively practicable.Section 3.3. Cessation of Participation. An individual’s participation in the Plan shall cease upon the date the individual is no longer eligible to receive abenefit from this Plan or upon the individual’s Termination of Employment if the individual has not completed at least five years of Vesting Service upon thedate of his or her Termination of Employment and is not otherwise eligible to receive a benefit from this Plan.Section 3.4. Certain Rehired Employees. Notwithstanding anything contained herein to the contrary, no Employee who has received a Special LumpSum Payment or an Immediately Commencing Annuity in accordance with Section 6.9 (relating to Special Lump Sum Payment Option) shall be eligible tobecome a Participant pursuant to this Article 3. -15-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 4CONTRIBUTIONSSection 4.1. Amount of Contributions. The Employers intend to make contributions to the Service Annuity Fund of amounts which, in the aggregateover a period of time, are sufficient to finance the benefits provided by the Plan. All such contributions shall be in such amounts and shall be made in suchmanner and at such time as the Company shall from time to time determine in accordance with the funding policy it establishes and consistent with minimumfunding standards under Section 412 of the Code. the Company may rely on the advice of actuaries in establishing and carrying out a funding policy.Forfeitures arising under the Plan for any reason shall be applied to reduce the cost of the Plan, not to increase the Service Annuities payable to Participants,Beneficiaries or Retirees.Section 4.2. Return of Contributions. Any contribution made to the Service Annuity Fund by an Employer by reason of a good faith mistake of fact, orany contribution made to the Service Annuity Fund by an Employer which exceeds the maximum amount for which a deduction is allowable to the Employerfor federal income tax purposes by reason of a good faith mistake in determining the maximum deductible amount, shall upon the request of the Employer bereturned by the Trustee to the Employer. The Employer’s request and the return of any such contribution must be made within one year after such contributionwas mistakenly made or after the deduction of such excess portion of such contribution was disallowed, as the case may be. The amount to be returned to theEmployer pursuant to this Section 4.2 shall be the excess of (a) the amount contributed over (b) the amount that would have been contributed had there notbeen a mistake of fact or a mistake in determining the maximum allowable deduction. Earnings attributable to the amount contributed by mistake shall not bereturned to the Employer, but losses attributable thereto shall reduce the amount so returned. -16-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 5SERVICE ANNUITIESSection 5.1. Description of Service Annuities. Each Participant whose Termination of Employment occurs on or after his or her Normal Retirement Ageshall be entitled to a Service Annuity as described in Section 5.2 (relating to normal and deferred retirement). Each Participant whose Termination ofEmployment occurs prior to the Participant’s 65th birthday but after the Participant has completed at least ten years of Credited Service and has attained age50 shall be entitled to a Service Annuity as described in Section 5.3 (relating to early retirement). Each Participant whose Termination of Employment occurson or after the Participant’s 45th birthday on account of a Total and Permanent Disability shall be entitled to a Service Annuity as described in Section 5.4(relating to disability retirement at or after age 45), provided such Participant has satisfied the conditions set forth in Section 5.4. Each Participant who hascompleted at least ten years of Credited Service and whose Termination of Employment occurs prior to the Participant’s 45th birthday on account of Total andPermanent Disability shall be entitled to a Service Annuity as described in Section 5.5 (relating to disability retirement before age 45), provided suchParticipant has satisfied the conditions set forth in Section 5.5. Each Participant whose Termination of Employment occurs after the Participant has completedat least five years of Vesting Service but who is not described in any of the preceding sentences shall be entitled to a Service Annuity described in Section 5.7(relating to deferred vested termination). -17-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 5.2. Normal and Deferred Retirement. (a) In General. Each Participant whose Termination of Employment occurs on or after the Participant’sNormal Retirement Age shall be entitled, subject to Section 6.1 (relating to the basic Service Annuity form of payment), to receive a Service Annuity payable insemi-monthly payments for the Participant’s lifetime commencing on the Service Annuity payment date immediately following the day the Participant’s statuson the Human Resource system of the Company is changed to “inactive.” The annual amount of such Service Annuity shall equal, subject to Section 5.8(relating to special rules for computation of Service Annuities), Section 7.1 (relating to maximum annual benefits) and Section 7.2 (relating to temporaryrestrictions on benefits in case of termination or curtailment), the sum of the amounts described in subparagraphs (A), (B) and (C) below:(A) 1.25% of the Participant’s Earnings, reduced by 25% (less 1% for each year, if any, by which the Participant’s years of Credited Service asof December 25, 1994 are less than 35, computed to the nearest full year) of the Participant’s Federal Benefit, determined as of December 25, 1994.(B) 1.60% (1.62% for Participants who terminate employment on or after October 1, 2008 and were a member of a collective bargaining unitrepresented by IBEW Local Union 15 immediately prior to termination of employment) of the Participant’s Highest Average Annual Pay, multiplied bythe number of years of the Participant’s Credited Service (not in excess of 40 years).(C) 0.5% of the Participant’s Highest Average Annual Pay, multiplied by the number of years, if any, by which the Participant’s years of CreditedService (not in excess of 40) exceed the limitation on the number of years of Credited Service taken into account under subparagraph (B) of paragraph(a) of this Section 5.2.Notwithstanding the preceding, the annual amount of the Service Annuity for a Participant who has at least 10 years of Credited Service shall not be lessthan the applicable amount stated in Table A. -18-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Special Rule for Participants Who Attain Age 70- 1⁄2 While Employed. If a Participant remains employed by an Employer or an Affiliate beyondApril 1 of the year following the year in which the Participant attains age 70- 1⁄2, distribution of such Participant’s Service Annuity (i) shall commence, in thecase of a Participant who is a 5-percent owner as defined in Section 416(i) of the Code, or (ii) may commence, upon any other such Employee’s election, ineither case, not later than April 1 next following the calendar year in which the Participant attains age 70- 1⁄2.The annual amount of the Participant’s Service Annuity that commences under the preceding paragraph shall be recomputed pursuant to thisSection 5.1 (relating to normal and deferred retirement) as of each succeeding April 1 to reflect any increase in the Participant’s Credited Service and HighestAverage Annual Pay attributable to the Participant’s employment since the preceding April 1.Notwithstanding anything in the Plan to the contrary, the form and timing of all distributions under the Plan to any Participant shall be in accordancewith Section 401(a)(9) of the Code and regulations issued thereunder, including the incidental death benefit requirements of Section 401(a)(9)(G) of the Codeand Treasury Regulation §1.401(a)(9)-2 through Treasury Regulation §1.401(a)(9)-9.(c) Basic Compensation for Participant with Total and Permanent Disability. In the case of a Participant whose Termination of Employment is onaccount of a Total and Permanent Disability and who is entitled to a Service Annuity under either paragraph (b) of Section 5.4 (relating to disability retirementat or after age 45 for management Employees ) or paragraph (b) of Section 5.5 (relating to disability retirement before age 45 for management Employees),Basic Compensation shall mean, for the period following the Participant’s -19-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Termination of Employment and during which the Participant is receiving benefits under any Employer’s long term disability plan, the Participant’s base payrate per pay period in effect immediately preceding the first day of the Participant’s absence due to such Total and Permanent Disability increased eachOctober 1 following the Participant’s Termination of Employment at a rate equal to the cost of living adjustment described in the following sentence. Forpurposes of the preceding sentence, the cost of living adjustment shall equal, for each October 1, the percentage by which the Consumer Price Index for theJuly immediately preceding such October 1 exceeds the Consumer Price Index for the July immediately preceding the twelve month period beginning October 1in which the Participant’s Termination of Employment occurred; provided, however, that:(i) If, as of such October 1, there shall be no such excess, the adjustment percentage shall be deemed to be zero for the twelve-month periodbeginning on such October 1.(ii) There shall be no negative adjustment percentage.(iii) The aggregate adjustment percentage for any twelve-month period beginning October 1 shall never be lower than the aggregate adjustmentpercentage for the preceding such period.(iv) If the percentage increase in the Consumer Price Index computed for the twelve-month period beginning on October 1 does not exceed theaggregate adjustment percentage for the preceding twelve-month period by at least three percentage points, the aggregate adjustment percentage for thepreceding twelve-month period shall continue in effect during such twelve-month period beginning on October 1.(v) The aggregate adjustment percentage for any twelve-month period beginning on October 1 shall not be more than seven percentage points greaterthan that for the preceding twelve-month period. If the aggregate adjustment percentage for any twelve-month period beginning on October 1 exceeds bymore than seven percentage points the aggregate adjustment percentage for the preceding twelve-month period, the excess shall be carried over tosucceeding twelve-month periods until such excess is reduced to zero. -20-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(vi) The adjustment percentage for the twelve-month period beginning with the October 1 next following the date the Participant’s Termination ofEmployment occurs shall be the adjustment percentage determined in accordance with the preceding provisions of this Section 5.2(c) multiplied by afraction the numerator of which shall be the number of full calendar months between such date and such October 1 and the denominator of which shallbe twelve.The adjustment described in this Section 5.2(c) shall continue to be made unless and until the Participant ceases to be eligible to receive benefits under anyEmployer’s long term disability plan. Notwithstanding the preceding sentence, if a Participant returns to employment with any Employer and ceases to beeligible to receive benefits under any Employer’s long term disability plan but again becomes eligible to receive such benefits as a continuation of the sameTotal and Permanent Disability, as determined under the provisions, or interpretations, of the Employer’s long term disability plan, the adjustments describedin this Section 5.2(c) shall continue to be made as though the Participant had never ceased to be eligible for such benefits, provided that an adjustment shall bemade for any earnings received by the Participant while the Participant was employed by any Employer.Section 5.3. Early Retirement. Each Participant whose Termination of Employment occurs prior to the Participant’s 65th birthday but after theParticipant has completed at least ten years of Credited Service and has attained age 50 shall be entitled to elect, subject to Section 6.1 (relating to the basicService Annuity form of payment), to receive an early retirement Service Annuity payable in semi-monthly payments for the Participant’s lifetime commencingno earlier than the Service Annuity payment date immediately following the day the Participant’s status on the Human Resource system of the Company ischanged to “inactive” and no later than the Service Annuity payment date coinciding with or immediately following the date the Participant attains age 65. Theannual amount of such early retirement Service Annuity shall, subject to Section 5.8 (relating to special rules for computation of Service Annuities),Section 7.1 (relating to maximum annual benefits) and Section 7.2 (relating to temporary -21-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.restrictions on benefits in the case of termination or curtailment) be the amount computed pursuant to Section 5.2 (relating to normal and deferred retirement)multiplied by the applicable factor (determined with reference to the Participant’s attained age at the time benefits commence to be paid) from (a) with respect toany Participant who is not a member of IBEW Local Union 15, Table B, and (b) with respect to any Participant who is a member of IBEW Local Union 15,Table B-1.Section 5.4. Disability Retirement at or After Age 45. (a) Rules Applicable to Union Employees. Each Eligible Participant (as defined in the followingparagraph) whose Termination of Employment occurs on or after the Eligible Participant’s 45th birthday on account of a Total and Permanent Disability andwho is not then eligible for a Service Annuity under Section 5.2 (relating to normal and deferred retirement) or Section 5.3 (relating to early retirement) shall beentitled to elect, subject to Section 6.1 (relating to the basic Service Annuity form of payment), without regard to the number of the Eligible Participant’s yearsof Credited Service, to receive a disability Service Annuity payable in semi-monthly payments for the Eligible Participant’s lifetime commencing no earlierthan the Service Annuity payment date immediately following the day the Eligible Participant’s status on the Human Resource system of the Company ischanged to “inactive” and no later than the Service Annuity payment date coinciding with or immediately following the date the Eligible Participant attains age65. The annual amount of such disability Service Annuity shall, subject to Section 5.8 (relating to special rules for computation of Service Annuities),Section 7.1 (relating to maximum annual benefits) and Section 7.2 (relating to temporary restrictions on benefits in case of termination or curtailment), be theamount computed pursuant to Section 5.3 (relating to early retirement), except that if the Eligible Participant’s employment terminated on account of a Totaland Permanent Disability prior to the Eligible Participant’s 55th birthday, the Eligible Participant shall be treated as though he or she attained age 55 forpurposes of determining the applicable factor from Table B. -22-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For purposes of this Section 5.4, an “Eligible Participant” shall mean a Participant who, at the time the Participant’s employment terminates, is amember of Local Union 15, International Brotherhood of Electrical Workers.(b) Rules Applicable to Management Employees. Each Participant who is a management Employee, whose Termination of Employment occurs on orafter the Participant’s 45th birthday on account of a Total and Permanent Disability and who is not then eligible for a Service Annuity under Section 5.2(relating to normal and deferred retirement) or Section 5.3 (relating to early retirement) shall be entitled to elect, subject to Section 6.1 (relating to the basicService Annuity form of payment), without regard to the number of the Participant’s years of Credited Service, to receive a disability Service Annuity payablein semi-monthly payments for the Participant’s lifetime commencing no earlier than the Service Annuity payment date immediately following the day theParticipant’s status on the Human Resource system of the Company is changed to “inactive”, provided that such Participant (i) shall have qualified for andreceived long-term disability benefits under the Exelon Corporation Disability Benefit Plan for Management Employees (the “LTD Plan”), (ii) shall be eligibleto receive Social Security benefits on account of such disability and (iii) shall no longer be eligible to receive benefits under the LTD Plan because such benefitshave been exhausted. In no event shall the semi-monthly payments described in the preceding sentence commence later than the later of (a) the Service Annuitypayment date coinciding with or immediately following the date the Participant attains age 65 and (b) the date the Participant ceases to be eligible to receivebenefits under the -23-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.LTD Plan because such benefits have been exhausted. The annual amount of such disability Service Annuity shall, subject to Section 5.8 (relating to specialrules for computation of Service Annuities), Section 7.1 (relating to maximum annual benefits) and Section 7.2 (relating to temporary restrictions on benefitsin case of termination or curtailment), be the amount computed pursuant to Section 5.3 (relating to early retirement), except that if the Participant’s employmentterminated on account of a Total and Permanent Disability prior to the Participant’s 55th birthday, the Participant shall be treated as though he or she attainedage 55 for purposes of determining the applicable factor from Table B.Section 5.5. Disability Retirement Before Age 45. (a) Rules Applicable to Union Employees. Each Eligible Participant (as defined in the followingparagraph) who has completed at least 10 years of Credited Service and whose Termination of Employment occurs prior to the Eligible Participant’s 45thbirthday on account of a Total and Permanent Disability shall be entitled to elect, subject to Section 6.1 (relating to the basic Service Annuity form ofpayment), to receive a reduced disability Service Annuity payable in semi-monthly payments for the Eligible Participant’s lifetime commencing no earlier thanthe Service Annuity payment date immediately following the day the Eligible Participant’s status on the Human Resource system of the Company is changed to“inactive” and no later than the Service Annuity payment date coinciding with or immediately following the date the Eligible Participant attains age 65. Theannual amount of such reduced disability Service Annuity shall, subject to Section 5.8 (relating to special rules for computation of Service Annuities),Section 7.1 (relating to maximum annual benefits) and Section 7.2 (relating to temporary restrictions on benefits in case of termination or curtailment), be thesum of (a) the amount computed pursuant to Section 5.4 (relating to disability retirement at or after age 45) plus (b) the excess, if any, of (i) 25% of theEligible -24-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Participant’s Highest Average Annual Pay over (ii) the sum of the annual amount computed under Section 5.4 (relating to disability retirement at or after age45) plus the aggregate annual amount of the Federal Benefit supplemental payments payable to such Eligible Participant pursuant to Section 5.6 (relating to theFederal Benefit supplemental payments).For purposes of this Section 5.5, an “Eligible Participant” shall mean a Participant who, at the time the Participant’s employment terminates, is amember of Local Union 15, International Brotherhood of Electrical Workers.(b) Rules Applicable to Management Employees. Each Participant who is a management Employee, who has completed at least 10 years of CreditedService and whose Termination of Employment occurs prior to the Participant’s 45th birthday on account of a Total and Permanent Disability shall be entitledto elect, subject to Section 6.1 (relating to the basic Service Annuity form of payment), to receive a reduced disability Service Annuity payable in semi-monthly payments for the Participant’s lifetime commencing no earlier than the Service Annuity payment date immediately following the day the Participant’sstatus on the Human Resource system of the Company is changed to “inactive” and no later than the Service Annuity payment date coinciding with orimmediately following the date the Participant attains age 65 provided, that such Participant (i) shall have qualified for and received long-term disabilitybenefits under the LTD Plan, (ii) shall be eligible to receive Social Security benefits on account of such disability and (iii) shall no longer be eligible to receivebenefits under the LTD Plan because such benefits have been exhausted. The annual amount of such reduced disability Service Annuity shall, subject toSection 5.8 (relating to special rules for computation of Service Annuities), Section 7.1 (relating to maximum annual benefits) and Section 7.2 (relating totemporary restrictions on benefits in case of termination or curtailment), be the sum of (a) the -25-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.amount computed pursuant to Section 5.4 (relating to disability retirement at or after age 45) plus (b) the excess, if any, of (i) 25% of the Participant’s HighestAverage Annual Pay over (ii) the sum of the annual amount computed under Section 5.4 (relating to disability retirement at or after age 45) plus the aggregateannual amount of the Federal Benefit supplemental payments payable to such Participant pursuant to Section 5.6 (relating to the Federal Benefit supplementalpayments).Section 5.6. Federal Benefit Supplemental Payments Prior to Age 65. Each Participant whose Service Annuity is computed pursuant to Section 5.3(relating to early retirement), Section 5.4 (relating to disability retirement at or after age 45) or Section 5.5 (relating to disability retirement before age 45) andwhich commences prior to the Participant’s attainment of age 65 shall receive supplemental monthly payments each in an amount equal to 80% of the amountof the Participant’s monthly Federal Benefit and, except in the case of a Participant whose Service Annuity is computed under Section 5.5 (relating todisability retirement before age 45), shall have his or her Service Annuity reduced by an amount equal to the product of (a) the aggregate annual amount ofsuch supplemental monthly payments multiplied by (b) the applicable factor (determined with reference to the Participant’s attained age at the time benefitscommence to be paid) from (i) with respect to any Participant who is not a member of IBEW Local Union 15, Table B-2, and (ii) with respect to anyParticipant who is a member of IBEW Local Union 15, Table B-3.Section 5.7. Deferred Vested Termination. Each Participant whose Termination of Employment occurs after the Participant has completed at least fiveyears of Vesting Service and who is not then eligible for a Service Annuity under Section 5.2 (relating to normal and deferred retirement), Section 5.3 (relatingto early retirement), Section 5.4 (relating to disability -26-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.retirement at or after age 45) or Section 5.5 (relating to disability retirement before age 45) shall be entitled, subject to Section 6.1 (relating to the basic ServiceAnnuity form of payment), to receive a deferred Service Annuity payable in semi-monthly payments for the Participant’s lifetime commencing as soon aspracticable after the date elected, in the manner prescribed by the Administrator, by the Participant but not earlier than the later of (i) the day the Participant’sstatus on the Human Resource system of the Company is changed to “inactive” and (ii) the Participant’s 60th birthday or, in the case of a Participant whocompleted at least ten years of Credited Service, the Participant’s 50th birthday. The annual amount of such deferred Service Annuity shall, subject toSection 5.8 (relating to special rules for computation of Service Annuities), Section 7.1 (relating to maximum annual benefits) and Section 7.2 (relating totemporary restrictions on benefits in case of termination or curtailment), be the amount computed under Section 5.2 (relating to normal and deferred retirement)multiplied by the applicable factor from Table F to reflect the Participant’s age, if less than 65, at the date upon which payment of the Participant’s deferredService Annuity commences. In no event shall a Participant’s election hereunder to begin receiving payment of his or her Service Annuity permit suchpayments to begin later than April 1 of the calendar year following the calendar year in which the Participant attains age 70- 1⁄2. Notwithstanding anythingherein to the contrary, if a Participant entitled to a deferred Service Annuity under this Section 5.7 fails to make an election to begin receiving his or herdeferred Service Annuity, payment of the Participant’s Service Annuity shall commence no later than 60 days following the Plan Year in which the Participantattains age 65. -27-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Each Participant whose employment is terminated before the Participant completes at least five years of Vesting Service and who is not then eligible for aService Annuity under Section 5.2 (relating to normal and deferred retirement), Section 5.3 (relating to early retirement), Section 5.4 (relating to disabilityretirement at or after age 45) or Section 5.5 (relating to disability retirement before age 45) shall be entitled to no benefits whatsoever under this Plan. Such aParticipant’s vested interest in his or her benefit under the Plan shall have a value of zero and such Participant shall be deemed to receive immediately upon theParticipant’s Termination of Employment a lump sum distribution of such vested interest and concurrent therewith the Participant shall forfeit his or heraccrued benefit under the Plan.Section 5.8. Special Rules Applicable to the Computation of Service Annuities. (a) Minimum Normal, Early Retirement and Deferred VestedTermination Benefits. The Service Annuity to which a Participant is entitled under Section 5.2 (relating to normal or deferred retirement) or Section 5.3(relating to early retirement) shall in no event be less than the hypothetical Service Annuity which the Participant would have been entitled to receive had theParticipant retired under Section 5.3 (relating to early retirement) at any time prior to the Participant’s actual date of retirement and elected to have suchhypothetical Service Annuity commence on the Participant’s hypothetical early retirement date; provided, however, that any difference between such ServiceAnnuities which is attributable to an increase in the amount of the Participant’s Federal Benefit due to changes in the Federal Social Security Act between suchhypothetical early retirement date and the Participant’s date of retirement shall be disregarded.(b) Termination of Employment During Authorized Absence. In computing the annual amount of the Service Annuity pursuant to Section 5.2 (relating tonormal and deferred retirement), Section 5.3 (relating to early retirement), Section 5.4 (relating to disability retirement at or after age 45) or Section 5.5 (relatingto deferred vested termination) for a Participant whose Termination of Employment occurs during an authorized absence from employment which is includedin the Participant’s years of Credited Service pursuant to -28-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.subdivision (12) of Section 2.1 (relating to the definition of Credited Service), such Participant shall be considered to have terminated employment on theearliest of (i) the date the authorized absence ends, (ii) the date that is twelve months after the day the authorized absence began and (iii) the date of theParticipant’s Termination of Service.(c) Service Annuities Based on Compensation In Excess of the Section 401(a)(17) Limits. In the case of a Participant whose Service Annuity wascomputed under this Article 5 as of the last day of any Plan Year (the “grandfather date”) prior to the January 1, 1989 effective date of Section 401(a)(17) ofthe Code, which sets forth a compensation limit, or prior to the January 1, 1996 effective date of the reduction in the compensation limit set forth inSection 401(a)(17) of the Code (the applicable limit being referred to as the “new compensation limit”), based on Earnings or the aggregate amount of Base Payand Incentive Pay in excess of the new compensation limit, such Participant’s Service Annuity under this Article 5 (relating to Service Annuities) for periodsafter the applicable grandfather date shall be the greater of:(i) the sum of (a) the Participant’s Service Annuity determined as of such grandfather date, plus (b) the Participant’s Service Annuity determinedafter such date by applying the new compensation limit and based only on the Participant’s years of Credited Service after such date; and(ii) the Service Annuity determined after the grandfather date by applying the new compensation limit and based on all of the Participant’s years ofCredited Service.(d) Participants Formerly Employed at the Company’s Fossil-Fired Generation Facilities.(i) Participants entitled to a Service Annuity Under Section 5.7. Notwithstanding anything contained in the Plan to the contrary, a “TerminatedParticipant” (as defined below) who, but for this subparagraph (i) of Section 5.8(d), would have his or her Service Annuity computed underSection 5.7 (relating to Deferred Vested Termination), shall have his or her Service Annuity computed under (a) Section 5.2 (relating to normal anddeferred retirement) if the Participant is at least age 65 on the date his or her Service Annuity payments commence or (b) Section 5.3 (relating to earlyretirement) if the Participant is at -29-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.least age 50, but not yet age 65, on the date his or her Service Annuity payments commence, in either case, treating the Participant (solely for purposesof Section 5.2 or 5.3, as the case may be, but not for any other purpose) as though his or her Termination of Employment occurred on the dayimmediately preceding the date that such Participant’s Service Annuity payments commence; provided, however, that such Participant’s ServiceAnnuity shall be computed taking into account his Highest Average Annual Pay and Credited Service determined as of the date of his actual Terminationof Employment. For purposes of the preceding sentence, a “Terminated Participant” shall mean a Participant whose Termination of Employment withthe Company occurs as a result of the sale of any of the assets sold as part of a divestiture process commencing in 1998 of the Company’s fossil-firedgeneration facilities to one or more purchasers, provided that, on the “Determination Date” (defined in subparagraph (iii) below), (a) the sum of suchParticipant’s years of age and years of Credited Service, including as Credited Service any period between the Participant’s actual Termination ofEmployment date and the “Determination Date” (defined in subparagraph (iii) below) equals or exceeds 60 and (b) such Participant is not then eligiblefor a Service Annuity under Section 5.2 (relating to normal and deferred retirement) or Section 5.3 (relating to early retirement).(ii) “Determination Date” Used to Determine Eligibility for a Service Annuity Under Section 5.3. Further notwithstanding anything containedherein to the contrary, for purposes of determining whether an “Eligible Participant” (as defined below) is entitled to a Service Annuity under Section 5.3(relating to early retirement), such Eligible Participant shall be treated (solely for purposes of Section 5.3) as though his or her Termination ofEmployment occurred on the “Determination Date” (defined in subparagraph (iii) below). For purposes of the preceding sentence, an “EligibleParticipant” shall mean a Participant whose Termination of Employment occurs as a result of the sale of any of the assets sold as part of a divestitureprocess commencing in 1998 of the Company’s fossil-fired generation facilities to one or more purchasers, provided that, on the “Determination Date”(defined in subparagraph (iii) below), such Participant (a) has attained at least age 50 and (b) has at least ten years of Credited Service, including asCredited Service any period between the Participant’s actual Termination of Employment date and the “Determination Date” (defined in subparagraph(iii) below).(iii) Definition of Determination Date. For purposes of this Section 5.8(d), the “Determination Date” shall mean the later of the date on which thetransfer of ownership of all FGG assets offered as part of a sale process commencing in 1998 has been completed or the date any remaining FGG assetshave been removed by the Company from such sale process.(iv) As required under Section 5.5(b)(i) of that certain Asset Sale Agreement By and Between Commonwealth Edison Company and EdisonMission Energy as to Fossil Fuel Generating Assets dated as of March 22, 1999, (A) the benefits payable under the Plan to any Participant whobecomes employed -30-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.by Edison Mission Energy or any subsidiary thereof on the date the transactions contemplated by that Agreement are consummated (a “TransferredParticipant”) shall be fully vested and nonforfeitable, effective as of the Determination Date (as defined in subparagraph (iii), above), and (B) noTransferred Participant shall accrue additional benefits under the Plan after the Determination Date, or, if later, the date of such TransferredParticipant’s Termination of Employment.(e) Rehired Participants. Notwithstanding anything contained herein to the contrary, if a Participant terminates employment and is reemployed as anEmployee under circumstances that satisfy the applicable conditions for continuation of payment of retirement benefits set forth in the Company’s policyregarding the rehiring of retirees, including that the Participant waives participation in, or additional benefits and accruals under the Plan, such Participant’sService Annuity shall be computed by excluding all service completed, and compensation earned, during such period of reemployment.(f) Participant’s Death During Qualified Military Service. Effective January 1, 2007, in the case of a Participant who dies while performing MilitaryService, the Beneficiaries of such Participant shall be entitled to any additional benefits, if any (other than benefit accruals relating to the period of MilitaryService), provided under the Plan had the Participant resumed employment with an Employer and then terminated such employment on account of suchParticipant’s death.Section 5.9. Post Retirement Adjustments. The annual Service Annuity payable pursuant to this Article 5 (relating to Service Annuities) and Article 6(relating to Service Annuity forms) that commences by reason of (a) the Termination of Employment of a Participant after the Effective Date undercircumstances that entitle the Participant to a Service Annuity under Section 5.2 (relating to normal and deferred retirement), Section 5.3 (relating to earlyretirement), Section 5.4 (relating to disability retirement at or after age 45), Section 5.5 (relating to disability retirement before age 45) or Section 5.7 (relating todeferred vested terminations), or -31-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) the Termination of Employment of the Participant after the Effective Date by reason of the Participant’s death shall, subject to the limitations set forth inthis Section 5.9, be adjusted each October 1 for the twelve-month period then beginning by adding a post-retirement cost of living adjustment computed byapplying an adjustment percentage to the appropriate base specified in this Section 5.9.(a) The adjustment percentage shall equal, for each October 1, the percentage by which the Consumer Price Index for the July immediately precedingsuch October 1 exceeds the Consumer Price Index for the July immediately preceding the twelve-month period beginning October 1 in which the Participantterminated employment under circumstances described in the first sentence of this Section 5.9 or payment of a Service Annuity commenced; provided,however, that:(i) If, as of such October 1, there shall be no such excess, the adjustment percentage shall be deemed to be zero for the twelve-month periodbeginning on such October 1.(ii) There shall be no negative adjustment percentage.(iii) The aggregate adjustment percentage for any twelve-month period beginning October 1 shall never be lower than the aggregate adjustmentpercentage for the preceding such period.(iv) If the percentage increase in the Consumer Price Index computed for the twelve-month period beginning on October 1 does not exceed theaggregate adjustment percentage for the preceding twelve-month period by at least three percentage points, the aggregate adjustment percentage for thepreceding twelve-month period shall continue in effect during such twelve-month period beginning on October 1.(v) The aggregate adjustment percentage for any twelve-month period beginning on October 1 shall not be more than seven percentage points greaterthan that for the preceding twelve-month period. If the aggregate adjustment percentage for any twelve-month period beginning on October 1 exceeds bymore than seven percentage points the aggregate adjustment percentage for the preceding twelve-month period, the excess shall be carried over tosucceeding twelve-month periods until such excess is reduced to zero. -32-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(vi) The adjustment percentage for the twelve-month period beginning with the October 1 next following the date the Participant’s Service Annuitycommences shall be the adjustment percentage determined in accordance with the preceding provisions of this Section 5.9 multiplied by a fraction thenumerator of which shall be the number of full calendar months between such date and such October 1 and the denominator of which shall be twelve.(b) To determine the amount of the monthly cost of living adjustment made after the Effective Date with respect to any employee who, on the date of hisor her Termination of Employment is a member of IBEW Local Union 15, in the case of a Service Annuity payable to a Participant pursuant to this Article 5(relating to Service Annuities) or Article 6 (relating to Service Annuity forms), the adjustment percentage shall be applied to the first $500 per month (effectiveDecember 1, 2000 for each Participant who is a member of IBEW Local Union 15, $1,000 per month) of his or her Service Annuity, computed pursuant tothis Article 5 (relating to Service Annuities), subject to a maximum monthly adjustment of $1,000 or, if the monthly amount of such Service Annuity is lessthan $1,000 per month, subject to a maximum monthly adjustment equal to the monthly Service Annuity payment. To determine the amount of the adjustmentmade after the Effective Date in the case of a marital annuity under paragraph (b) of Section 6.1 or under Section 6.2 or surviving spouse annuity payablepursuant to Section 6.3 to the surviving Spouse of a deceased Participant, a family annuity payable pursuant to Section 6.2 to a surviving Dependent MinorChild or Children of a deceased Participant or a surviving dependent’s annuity payable pursuant to Section 6.4 to a surviving Dependent Disabled Child orChildren of a deceased Participant, the adjustment percentage shall be applied to the first $250 per month of such annuity or benefit, subject to a maximummonthly adjustment of $350 ($500 in the case of a marital annuity under paragraph (b) of Section 6.1 or under Section 6.2) or, if the monthly amount ofsuch annuity or benefit is less than $350 ($500 in the case of marital annuity under paragraph (b) of Section 6.1 or under Section 6.2), subject to amaximum monthly -33-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.adjustment equal to the monthly Service Annuity payment. Cost of living adjustments with respect to Service Annuities not described in the first sentence ofthis Section 5.9(a) shall be determined under the terms of the Plan as in effect at the time the adjustment was made. Notwithstanding anything herein to thecontrary, the cost of living adjustments provided under this Section 5.9(a) may be the subject of bargaining between Commonwealth Edison Company andIBEW Local Union 15 beginning no earlier than the date negotiations commence regarding the successor agreement to the first collective bargaining agreementbetween the parties that expires on or after January 1, 2006.(c) To determine the amount of the monthly cost of living adjustment made after the Effective Date with respect to any employee who is not described inparagraph (b), above, to in the case of a Service Annuity payable to a Participant pursuant to this Article 5 (relating to Service Annuities) or Article 6 (relatingto Service Annuity forms), the adjustment percentage shall be applied to the first $500 per month of his or her Service Annuity, computed pursuant to thisArticle 5 (relating to Service Annuities), subject to a maximum monthly adjustment of $500 or, if the monthly amount of such Service Annuity is less than$500 per month, subject to a maximum monthly adjustment equal to the monthly Service Annuity payment. To determine the amount of the adjustment madeafter the Effective Date in the case of a marital annuity under paragraph (b) of Section 6.1 or under Section 6.2 or surviving spouse annuity payable pursuantto Section 6.3 to the surviving Spouse of a deceased Participant, a family annuity payable pursuant to Section 6.2 to a surviving Dependent Minor Child orChildren of a deceased Participant or a surviving dependent’s annuity payable pursuant to Section 6.4 to a surviving Dependent Disabled Child or Children ofa deceased Participant, the adjustment percentage shall be applied to the first $250 per month of such annuity or benefit, subject to a maximum monthly -34-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.adjustment of $175 ($250 in the case of a marital annuity under paragraph (b) of Section 6.1 or under Section 6.2) or, if the monthly amount of suchannuity or benefit is less than $175 ($250 in the case of marital annuity under paragraph (b) of Section 6.1 or under Section 6.2), subject to a maximummonthly adjustment equal to the monthly Service Annuity payment. Cost of living adjustments with respect to Service Annuities not described in the firstsentence of this Section 5.9(a) shall be determined under the terms of the Plan as in effect at the time the adjustment was made.ARTICLE 6SERVICE ANNUITY FORMSSection 6.1. Basic Service Annuity Form. (a) Unmarried Participants. A Participant who on his or her Annuity Starting Date is not married shall receivea Service Annuity payable in semi-monthly payments for the Participant’s lifetime unless the Participant is eligible for and elects an optional form of ServiceAnnuity under Section 6.2 (relating to optional Service Annuity forms) at the time and in the manner prescribed by paragraph (b) of Section 6.6 (relating toelection of optional form of Service Annuity).(b) Married Participants. A Participant who is married on his or her Annuity Starting Date and does not elect an optional form of Service Annuity underSection 6.2 (relating to optional Service Annuity forms) at the time and in the manner prescribed in paragraph (b) of Section 6.6 (relating to election of optionalform of Service Annuity) shall receive in lieu of a Service Annuity payable in semi-monthly payments for the Participant’s lifetime an annual marital annuitypayable in semi-monthly payments for the Participant’s lifetime equal to the Participant’s annual Service Annuity computed pursuant to Article 5 (relating toService Annuities) reduced by the product of (1) 50% of the annual amount of Service Annuity the -35-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Participant would have received under Article 5 (relating to Service Annuities) multiplied by (2) 40% of the applicable factor set forth in Table D. Thereafter, ifthe Participant’s Spouse shall survive the Participant, such Spouse shall receive during the remainder of the Spouse’s lifetime an annual Service Annuitypayable in semi-monthly payments equal to 50% of the annual amount of Service Annuity the Participant would have received under Article 5 (relating toService Annuities) if the Participant’s Service Annuity were payable in semi-monthly payments for the Participant’s lifetime.Section 6.2. Optional Service Annuity Forms. Upon written request to the Administrator made at the time and in the manner prescribed in paragraph(b) of Section 6.6 (relating to election of optional form of Service Annuity), a Participant may elect to receive, in lieu of the basic Service Annuity formdescribed in Section 6.1, a Service Annuity in one of the following optional forms, provided that the Participant is eligible therefor:Service Annuity Payable for the Life of the Participant: A Participant who is married on the Participant’s Annuity Starting Date may elect, withspousal consent, to receive, in lieu of the marital annuity described in paragraph (b) of Section 6.1 (relating to annuities payable to marriedParticipants), a Service Annuity payable in semi-monthly payments for the Participant’s lifetime.Optional Marital Annuity: A Participant who is married on the Participant’s Annuity Starting Date may elect to receive a marital annuity describedin paragraph (b) of Section 6.1 (relating to annuities payable to married Participants) with a Service Annuity payable to the Participant’s Spouse, if theParticipant predeceases such Spouse, of a percentage less than 50 of the Service Annuity the Participant would have received under Article 5 (relating toService Annuities) if the Participant’s Service Annuity were payable in semi-monthly payments for the Participant’s lifetime. A marital annuitydescribed in this Section 6.2 shall be payable at the same time and in the same manner as described in paragraph (b) of Section 6.1 (relating to annuitiespayable to married Participants) and shall be computed in the same manner as described in paragraph (b) of Section 6.1 (relating to annuities payable tomarried Participants), except that the lesser percentage of Service Annuity designated by the Participant shall be used. -36-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.75% Marital Annuity: A Participant who is married on the Participant’s Annuity Starting Date may elect to receive a 75% marital annuity with aService Annuity payable to the Participant’s Spouse, if the Participant predeceases such Spouse, of a percentage equal to 75 of the Service Annuity theParticipant would have received under Article 5 (relating to Service Annuities) if the Participant’s Service Annuity were payable in semi-monthlypayments for the Participant’s lifetime. A 75% marital annuity described in this Section 6.2 shall be payable at the same time and in the same manneras described in paragraph (b) of Section 6.1 (relating to annuities payable to married Participants) and shall be the actuarial equivalent of the ServiceAnnuity the Participant would have received under Article 5 (relating to Service Annuities), determined by using the annual interest rate specified undersection 417(e) of the Code for the November preceding the calendar year in which such distribution is made or commences, and the mortality tableprescribed for purposes of section 417(e)(3)(A)(ii)(I) of the Code.Family Annuity: A Participant who is not married on the Participant’s Annuity Starting Date and who, as of such date, has a Dependent MinorChild or Dependent Minor Children may elect to receive a family annuity payable in semi-monthly payments for the Participant’s lifetime and,thereafter, payable in semi-monthly payments in equal shares to each of the Participant’s Dependent Minor Children who have not yet attained age 21.The annual amount of the family annuity payable to the Participant shall be the Participant’s annual Service Annuity computed pursuant to Article 5(relating to Service Annuities), reduced by the product of (1) the annual amount of the family annuity designated by the Participant for the Participant’ssurviving Dependent Minor Child or Children which amount shall be a percentage, not to exceed 50, of the annual amount of the Participant’s ServiceAnnuity computed pursuant to Article 5 (relating to Service Annuities) multiplied by (2) the applicable factor set forth in Table E. The annual amount ofthe family annuity payable after the Participant’s death to the Participant’s Dependent Minor Child or Children who have not yet attained age 21 shallequal the percentage designated by the Participant, not to exceed 50, of the annual amount of the Participant’s Service Annuity computed pursuant toArticle 5 (relating to Service Annuities).Surviving Dependent’s Annuity: A Participant who is not married on the Participant’s Annuity Starting Date and who, as of such date, has aDependent Disabled Child or Dependent Disabled Children may elect to receive a surviving dependent’s annuity payable in semi-monthly payments forthe Participant’s lifetime and, thereafter, payable in semi-monthly payments in equal shares to each of the Participant’s Dependent Disabled Childrenwho remain disabled. The annual amount of the surviving dependent’s annuity payable to the Participant shall be the Participant’s annual ServiceAnnuity computed pursuant to Article 5 (relating to Service Annuities) reduced by the product of (1) the annual amount of the surviving dependent’sannuity designated by the Participant for the Participant’s Dependent Disabled Child or Children, which amount shall be a percentage, not to exceed 50,of the annual amount of the Participant’s Service Annuity computed pursuant to Article 5 multiplied by (2) 50% of the applicable -37-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.factor set forth in Table D, such factor to be determined based on the age of the other parent of such Child or Children, at the Participant’s AnnuityStarting Date or the age such other parent would have attained had such other parent survived or if, in either case, the age of such other parent cannot bedetermined, the age of the Participant. The annual amount of the surviving dependent’s annuity payable after the Participant’s death to the Participant’sDependent Disabled Child or Children who remain disabled shall equal the percentage designated by the Participant, not to exceed 50, of the annualamount of the Participant’s Service Annuity computed pursuant to Article 5 (relating to Service Annuities).Section 6.3. Pre-retirement Surviving Spouse Benefit. (a) Death Occurring During Employment after Completion of Ten Years of Credited Service.Except as provided in Section 6.5 (relating to death benefits with respect to certain Participants who die during employment and after age 65), if theTermination of Employment of a Participant who completed at least ten years of Credited Service shall occur by reason of the Participant’s death, theParticipant’s Spouse, if the Participant is married on the date of the Participant’s death, shall receive a surviving spouse annuity payable in semi-monthlypayments for the surviving Spouse’s lifetime commencing on the Service Annuity payment date immediately following the later of the Participant’s death andthe date the Participant would have attained age 65 or, in the event that the Participant dies prior to attainment of age 65, such earlier Service Annuity paymentdate elected by the surviving Spouse in writing in the manner specified by the Administrator. The annual amount of such surviving spouse annuity shall be50% of the annual amount of the Service Annuity, computed pursuant to Section 5.2 (relating to normal and deferred retirement), that would have beenpayable to such Participant (i) had the Participant terminated employment the day before the Participant’s death; or (ii) in the case of a Participant who diesbefore attaining age 55, had the Participant’s Service Annuity commenced on the date the Participant would have attained age 55, in either case, reduced by2% for each year (computed to the nearest full year), if any, by which the age of such Participant exceeds that of the Participant’s surviving Spouse.Notwithstanding the preceding sentence, in no event shall the annual amount of the surviving -38-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.spouse annuity computed pursuant to this paragraph (a) of Section 6.3 be less than 50% of the annual amount of the marital annuity, computed pursuant toparagraph (b) of Section 6.1 (relating to annuities payable to married Participants), that would have been payable to such Participant (i) had payment of theParticipant’s marital annuity commenced the day before the Participant’s death or (ii) in the case of a Participant who dies before attaining age 55, hadpayment of such marital annuity commenced at age 55 reduced by 1/2% for each month (but not to exceed 120 months) that the Participant’s death precedesthe date the Participant would have attained age 55 had the Participant survived, 1/6% for each month (but not to exceed 120 months) that the Participant’sdeath precedes the date that the Participant would have attained age 45 had the Participant survived, and 1/12% for each month the Participant’s deathprecedes the date that the Participant would have attained age 35 had the Participant survived.(b) Death Occurring After Termination of Employment and Completion of Ten Years of Credited Service. If a Participant who completed at least tenYears of Credited Service and who is entitled to a deferred Service Annuity under Section 5.7 (relating to deferred vested termination) shall die before theParticipant’s Annuity Starting Date, the Participant’s Spouse, if the Participant is married on the date of the Participant’s death, shall be entitled to receive asurviving spouse annuity payable in semi-monthly payments for the surviving Spouse’s lifetime commencing on or about the first Service Annuity paymentdate immediately following the later of the date of the Participant’s death and the date the Participant would have attained age 65. Notwithstanding thepreceding sentence, in the case of a Participant described in the preceding sentence who dies prior to attaining age 65, such Participant’s surviving Spousemay elect, in writing in the manner specified by the Administrator, to receive payment of the surviving spouse annuity on any Service Annuity payment datefollowing the later of the date of the Participant’s -39-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.death and the date the Participant would have attained age 50, but in no event later than the first Service Annuity payment date immediately following the datethe Participant would have attained age 65. The annual amount of the surviving spouse annuity shall be 50% of the annual Service Annuity computedpursuant to Section 5.7 (relating to deferred vested termination), that would have been payable to such Participant (i) had payment of such deferred ServiceAnnuity commenced the day before the Participant’s death, or (ii) in the case of a Participant who dies before attaining age 50, had payment of theParticipant’s deferred Service Annuity commenced at age 50, in either case, reduced by 2% for each year (computed to the nearest full year), if any, by whichthe age of such Participant exceeds the age of the Participant’s surviving Spouse. Notwithstanding the preceding sentence, in no event shall the annual amountof the surviving spouse annuity computed pursuant to this paragraph (b) of Section 6.3 be less than 50% of the annual amount of the marital annuity,computed pursuant to paragraph (b) of Section 6.1 (relating to annuities payable to married Participants), that would have been payable to such Participant(i) had payment of the Participant’s marital annuity commenced the day before the Participant’s death or (ii) in the case of a Participant who dies beforeattaining age 50, had payment of such a marital annuity commenced at age 50.(c) Death Occurring after Completion of at Least Five Years of Vesting Service but Less than Ten Years of Credited Service. Except as provided inSection 6.5 (relating to death benefits with respect to certain Participants who die during employment and after age 65), if a Participant who has at least fiveyears of Vesting Service but less than ten years of Credited Service shall die prior to the Participant’s Annuity Starting Date, the Participant’s Spouse, if theParticipant is married on the date of the Participant’s death, shall be entitled to receive a surviving spouse annuity payable in semi-monthly payments for thesurviving Spouse’s lifetime -40-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.commencing on or about the first Service Annuity payment date immediately following the later of the date of the Participant’s death and the date theParticipant would have attained age 65. Notwithstanding the preceding sentence, the surviving Spouse of a Participant who is described in the precedingsentence and who dies before the Participant’s 65th birthday may elect, in writing in the manner specified by the Administrator, to receive payment of thesurviving spouse annuity on any Service Annuity payment date following the later of the date of the Participant’s death and the date the Participant would haveattained age 60, but in no event later than the first Service Annuity payment date immediately following the date the Participant would have attained age 65.The annual amount of the surviving spouse annuity shall be 50% of the annual Service Annuity computed pursuant to Section 5.7 (relating to deferred vestedtermination) that would have been payable to such Participant had payment of such deferred Service Annuity commenced at age 65, in either case, reduced by2% for each year (computed to the nearest full year), if any, by which the age of such Participant exceeds the age of the Participant’s surviving Spouse.Notwithstanding the preceding sentence, in no event shall the annual amount of the surviving spouse annuity computed pursuant to this paragraph (c) ofSection 6.3 be less than 50% of the annual amount of the marital annuity, computed pursuant to paragraph (b) of Section 6.1 (relating to annuities payable tomarried Participants) that would have been payable to such Participant had payment of such marital annuity commenced at age 65.Except as provided in Section 6.4 (relating to pre-retirement surviving Child benefits) or Section 6.5 (relating to death benefits with respect to certainParticipants who die during employment and after age 65), no Service Annuity or other benefit shall be payable under this Plan with respect to a Participantwho dies prior to the Participant’s Annuity Starting Date and who on the date of the Participant’s death has no surviving Spouse. In addition, except as -41-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.provided in Section 6.5 (relating to death benefits with respect to certain Participants who die during employment and after age 65), no Service Annuity orother benefit shall be payable under this Plan with respect to a Participant who dies prior to completion of at least five years of Vesting Service.Section 6.4. Pre-retirement Surviving Child Benefits. In the event of the death of any Participant who (i) has at least ten years of Credited Service and(ii) has on file with the Plan Administrator either a family annuity or a surviving dependent’s annuity or, for Plan Years beginning on and after January 1,2007, meets the eligibility conditions to elect a family annuity or surviving dependent’s annuity, then, except as provided in Section 6.5 (relating to deathbenefits with respect to certain Participants who die during employment and after age 65), such Participant’s surviving Dependent Minor Children orDependent Disabled Children, as the case may be, shall receive a surviving child annuity payable in semi-monthly payments commencing on the ServiceAnnuity payment date immediately following the Participant’s death and ending with the Service Annuity payment for the period next preceding the date onwhich (i) in the case of a family annuity, all of the Participant’s Children have attained age 21 and (ii) in the case of a surviving dependent’s annuity, all of theParticipant’s Children cease to be Dependent Disabled Children. The annual amount of such surviving child annuity shall be the annual annuity theParticipant’s Child or Children would have received (i) had the Participant terminated employment on the date of the Participant’s death under circumstancesentitling the Participant to a Service Annuity under Section 5.2 (relating to Normal and Deferred Retirement) or Section 5.3 (relating to Early -42-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Retirement) and died subsequently, or (ii) in the case of a Participant who dies before attaining age 55, had the Participant terminated employment at age 55under circumstances entitling the Participant to a Service Annuity under Section 5.3 (relating to Early Retirement) and died subsequently, in either case,reduced by 2% for each year (computed to the nearest full year), if any, by which the age of such Participant exceeds the age of the other parent of such Childor Children at the Participant’s death or the age such other parent would have attained on such date had such other parent survived or if, in either case, the ageof such other parent cannot be determined, the age shall be deemed to be the same as the Participant.Section 6.5. Death Benefits for Spouse or Child of Participant Who Dies During Employment After Age 65. Notwithstanding any provision of thisPlan to the contrary, in the event of the death of any Participant who (a) has attained age 65 and (b) on the date of his or her death the Participant is married orhas on file with the Plan Administrator an election for a family annuity or a surviving dependent’s annuity or, for Plan Years beginning on and afterJanuary 1, 2007, meets the eligibility conditions to elect a family annuity or surviving dependent’s annuity, the Participant’s surviving Spouse, DependentMinor Children or Dependent Disabled Children, as the case may be, shall receive the annuities they would have received had the Participant terminatedemployment on the date of the Participant’s death under circumstances entitling the Participant to a Service Annuity under Section 5.2 (relating to Normal andDeferred Retirement) and died subsequently, or, in the case of a surviving Spouse, a surviving spouse annuity computed pursuant to the applicable paragraphof Section 6.3 (relating to pre-retirement surviving spouse benefits), if greater.Section 6.6. Election Procedure. (a) Notice of Availability of Elections. No less than 30 days and no more than 90 days before the Participant’s AnnuityStarting Date, the Administrator shall give the Participant by mail or personal delivery written notice in nontechnical language that, if the Participant is eligible,the Participant may elect an optional form of Service Annuity set forth in Section 6.2 (relating to optional Service Annuity forms). -43-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the preceding sentence, the Administrator may deliver such notice to the Participant less than 30 days before the Participant’s AnnuityStarting Date, provided that (i) the Participant and the Participant’s spouse (if any) waive any requirement that such notice be provided no less than 30 daysbefore the Participant’s Annuity Starting Date and (ii) payment of the Participant’s Service Annuity commences more than 7 days after such notice is receivedby the Participant. The notice referred to herein shall mean a notice written in nontechnical language that includes a general description of the benefit formsprovided under the Plan, including the terms and conditions of the basic benefit forms provided under the Plan and the circumstances under which suchforms will be provided unless the Participant elects otherwise, with applicable spousal consent, a description of the eligibility conditions for and any materialfeatures of the optional forms of benefit, general information on the relative financial effect upon a Participant’s benefit if he elects an optional form of benefitor revokes any prior election, and a description of the relative value of the optional forms of benefit as compared to a marital annuity. In no event shallpayment of a Participant’s monthly benefits commence before the notice is made available to the Participant and he has had an opportunity to make the electiondescribed in Section 6.1(b). Notwithstanding the foregoing, the notice described in the previous paragraph may be provided to the Participant subsequent tothe Participant’s Annuity Starting Date, if the Participant so elects, provided that the following conditions are satisfied:(i) the date the on which the first payment to be received by the Participant is made (the “initial payment date”) shall be no earlier than thirty(30) days following the date that the notice is furnished to the Participant, except that the initial payment date may be as early as the seventh day aftersuch notice is provided if (i) such notice clearly indicates that the Participant has a right to a period of thirty (30) days after receiving the notice toconsider to waive the basic forms of distribution provided under the Plan and to elect (with spousal consent) an optional form of benefit, (ii) theParticipant affirmatively elects a form of distribution with the consent of his or her spouse (if required) to commence as of the initial payment date, and(iii) the Participant is permitted to revoke such election until the initial payment date; -44-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) the notice shall be provided to the Participant no more than ninety (90) days before the initial payment date, however, the Plan will not fail tosatisfy the ninety (90)- day requirement if the delay in providing the distribution is due solely to an administrative delay;(iii) the Participant is not permitted to elect an Annuity Starting Date that precedes the date upon which the Participant could have otherwise startedreceiving benefits under the terms of the Plan as in effect on the Annuity Starting Date;(iv) to the extent that a Participant has not received any payments for the period from the Annuity Starting Date to the initial payment date, theParticipant shall receive a one-time payment to reflect any such missed payments (a “make-up payment”). Such make-up payment shall be adjusted forinterest from the period beginning on the Annuity Starting Date and ending on the initial payment date, which shall be calculated with respect to suchpayments that would have been received prior to the initial payment date. The interest rate used to compute the adjustment described in the precedingsentence shall equal the 30 Year Treasury rate for December of the preceding Plan Year. Notwithstanding the foregoing, with respect to any AnnuityStarting Date on or after January 1, 2008, the interest rate used to compute the adjustment described in the sentence above shall be the interest rate asspecified or prescribed by the Commissioner of the Internal Revenue Service for purposes of Section 417(e)(3) of the Code, in revenue rulings, notices orother guidance for November of the preceding Plan Year. For purposes of Section 7.1 of the Plan, the limitations set forth therein shall comply with theadjustments required thereto pursuant to Treasury Regulation 1.417(e)-1 with respect to any Annuity Starting Date described in this paragraph which isa “retroactive annuity starting date” as defined for purposes of such Regulation; and(v) if a Participant who is married elects to commence the Participant’s benefit as of the initial payment date pursuant to this paragraph, then theParticipant’s spouse (including an alternate payee who is treated as the Participant’s spouse under a qualified domestic relations order), determined as ofthe initial payment date, must consent to such election if the survivor benefits payable as of the Annuity Starting Date are less than the survivor benefitspayable under the benefit described in Section 6.2(b) of the Plan as of the initial payment date.(b) Election of Optional Form of Service Annuity. Subject to the terms of, and except as otherwise provided by, this paragraph, a Participant may, atany time during the 90-day period ending on the Participant’s Annuity Starting Date, elect, change or revoke (i) any form of -45-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Service Annuity provided under this Plan and (ii) the percentage of the Participant’s Service Annuity to be paid to a Spouse under a marital annuity, to aDependent Minor Child under a family annuity or to a Dependent Disabled Child under a surviving dependent’s annuity. Notwithstanding the precedingsentence, if the written notice described in paragraph (a) of this Section 6.6 is delivered to the Participant within 30 days of, or after, the Participant’s AnnuityStarting Date, the Participant may make an election, change or revocation as described in the preceding sentence at any time within 30 days after the date thewritten notice described in paragraph (a) of this Section 6.6 is delivered to the Participant. The Participant and the Participant’s Spouse, if any, may waive the30 day period described in the preceding sentence and begin receiving payment of the Participant’s Service Annuity prior to the expiration of such 30-dayperiod, provided that distribution of the Participant’s Service Annuity commences more than 7 days after the notice described in paragraph (a) of thisSection 6.6 is delivered to the Participant. An election, change or revocation described in this paragraph (b) shall be made by delivering a written noticedescribing the election, change or revocation to the Administrator. Notwithstanding the foregoing, if the Participant is married on the Participant’s AnnuityStarting Date, the Participant’s election to receive an optional form of Service Annuity under Section 6.2 (relating to optional Service Annuity forms) in lieu ofthe marital annuity described in paragraph (b) of Section 6.1 (relating to annuities payable to married Participants) shall not be effective unless (i) it shall havebeen consented to at the time of such election in writing by the Participant’s Spouse and such consent acknowledges the effect of such election and is witnessedby either a Plan representative or a notary public, or (ii) it is established to the satisfaction of a Plan representative that such consent cannot be obtainedbecause the Participant’s Spouse cannot be located or because of such other circumstances as may be prescribed in Regulations. An -46-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.election of an optional Service Annuity form shall be deemed a rejection of the basic Service Annuity form provided in Section 6.1 (relating to the basic ServiceAnnuity form of payment). The consent of a Spouse required by this paragraph shall not be necessary for a distribution required by a qualified domesticrelations order described in paragraph (b) of Section 13.2.(c) Automatic Cancellation of Elections. If a Participant’s Service Annuity is payable in the form of a marital annuity and if, prior to the Participant’sAnnuity Starting Date, the Participant’s spouse dies or the Participant and such spouse divorce, the Participant’s election or deemed election to receive a maritalannuity shall, upon the Participant’s notice to the Administrator of such death or divorce, be automatically cancelled, unless, subsequent to such spouse’sdeath or the Participant’s divorce and prior to the Participant’s Annuity Starting Date, the Participant remarries and notice of such new marriage is timelyreceived by the Administrator.If a Participant’s Service Annuity is payable in the form of a marital annuity and if, after the Participant’s Annuity Starting Date, the Participant’sSpouse predeceases the Participant or the Participant’s Spouse, pursuant to a duly entered divorce decree, specifically relinquishes all rights to receive anyService Annuity in the event of the Participant’s death, the Participant’s Service Annuity shall be recomputed prospectively as if the Participant were notmarried on the Annuity Starting Date. Any marriage by the Participant after the Participant’s Annuity Starting Date shall not affect the payment of theParticipant’s Service Annuity or require any payment to the Participant’s new spouse.If a Participant has elected to receive a family annuity and, either before or after payment of such annuity commences, all of the Participant’s previouslyDependent Minor Children have predeceased the Participant or have ceased to be dependent, within the meaning of Section 152 of the Code, the Participant’selection to receive a family annuity shall, upon the Participant’s notice to the Administrator of such death or cessation of being a dependent, be automaticallycancelled. -47-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If a Participant has elected to receive a surviving dependent’s annuity and either before or after payment of such annuity commences, all of theParticipant’s previously Dependent Disabled Children have predeceased the Participant or have ceased to be Dependent Disabled Children, as certified by themedical director of the Company or by such other licensed physician designated by the Company, the Participant’s election to receive a surviving dependent’sannuity shall, upon the Participant’s notice to the Administrator of such death or cessation of being a Dependent Disabled Child, be automatically cancelled.A Participant whose election has been automatically cancelled pursuant to this paragraph (c) shall be entitled to receive the Service Annuity described inSection 6.1 (relating to the basic Service Annuity form of payment) or, in the case of an election that is automatically cancelled prior to the Participant’sAnnuity Starting Date and subject to Section 6.1 (relating to the basic Service Annuity form of payment), such other form of Service Annuity described inSection 6.2 (relating to optional Service Annuity forms) for which the Participant is eligible and elects in accordance with this Section 6.6.Section 6.7. Lump Sum Payment. Notwithstanding anything herein to the contrary, if the monthly amount of any Service Annuity shall initially be orat any time become $10 or less, the Participant, Beneficiary or Retiree may, in lieu of such annuity, elect to receive, and within 30 days after such election thereshall be paid to such Participant, Beneficiary or Retiree, an amount equal to the lump sum equivalent of such annuity calculated on the basis of the“applicable interest rate” as defined in Section 417 of the Code and the Regulations -48-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.promulgated thereunder and the applicable mortality table. Notwithstanding the foregoing, for purposes of computing single sum payments on or afterJanuary 1, 2008, (i) the interest rate used shall be the interest rate as defined in Section 417(e)(3)(C) of the Code for the second month preceding the calendaryear in which such distribution is made or commences and (ii) the mortality table shall be the mortality table specified by the Commissioner of the InternalRevenue Service for purposes of Section 417(e)(3)of the Code as in effect on the first day of the Plan Year in which the Annuity Starting Date occurs. Notwithstanding the foregoing, for purposes of computingsingle sum payments on or after December 1, 2012, other than under Section 6.9 (relating to Special Lump Sum Payment Option), (i) the interest rate usedshall be the interest rate as defined in Section 417(e)(3)(C) of the Code for the fifth month (or, if more favorable to the recipient of a single sum paymentbetween December 1, 2012 and December 1, 2013), the second month) preceding the calendar year in which such distribution is made or commences and(ii) the mortality table shall be the mortality table specified by the Commissioner of the Internal Revenue Service for purposes of Section 417(e)(3) of the Codeas in effect on the first day of the Plan Year in which the Annuity Starting Date occurs.In the case of a distribution pursuant to this Section 6.7 that is an “eligible rollover distribution” within the meaning of Section 402 of the Code and thatis at least $200, an eligible distributee (as defined below) may elect that all or any portion of such distribution shall be directly transferred as a rollovercontribution from the Service Annuity Fund to (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirementannuity described in Section 408(b) of the Code, (iii) an annuity plan described in Section 403(a) of the Code, (iv) an annuity contract described inSection 403(b) of the Code, (v) a retirement plan qualified under Section 401(a) of the Code, (vi) an eligible plan under Section 457(b) of the Code which ismaintained by an eligible employer described in Section 457(e)(1)(A) -49-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of the Code (the terms of which permit the acceptance of rollover contributions) or (vii) effective January 1, 2008, a Roth IRA described in Section 408A of theCode; provided, however, that (x) with respect to a plan described in clause (vii), for transfers occurring before January 1, 2010, the Participant (or survivingSpouse of a Participant or a former Spouse who is an alternate payee under a qualified domestic relations order as defined in Section 414(p) of the Code) meetsthe requirements of Section 408A(c)(3)(B) of the Code and (y) with respect to a distribution (or portion of a distribution) to a person who is not the Participantor the surviving Spouse of the Participant, “eligible retirement plan” shall mean only a plan described in clause (i) or (ii) or effective January 1, 2010, clause(vii), that, in either case, is established for the purpose of receiving such distribution on behalf of such person. For purposes of the preceding sentence, theterm “Spouse” shall include the Participant’s surviving Spouse and the Participant’s Spouse or former Spouse who is the alternate payee under a qualifieddomestic relations order. In addition, in the case of a distribution that occurs on or after January 1, 2008, a Beneficiary who is not the Spouse of theParticipant may elect that all or any portion of such distribution shall be directly transferred as a rollover contribution from this Plan to (i) an individualretirement account described in section 408(a) of the Code or (ii) an individual retirement annuity described in section 408(b) of the Code that, in either case, isestablished for the purpose of receiving such distribution on behalf of the Beneficiary. Notwithstanding the foregoing, an eligible distributee shall not beentitled to elect to have less than the total amount of such distribution transferred as a rollover contribution unless the amount to be transferred equals at least$500. At least 30 days but no more than 90 days prior to the date on which the eligible distributee is entitled to receive a distribution described in thisSection 6.7, a written -50-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.explanation shall be provided to the eligible distributee of the availability of the direct rollover option, the rules that require income tax withholding ondistributions, the rules under which the eligible distributee may roll over the distribution within 60 days of receipt and, if applicable, other special tax rulesthat may apply to the distribution.For purposes of this Section 6.7, “eligible distributee” shall include the Participant, his Spouse or his alternate payee under a qualified domesticrelations order within the meaning of Section 414(p) of the Code and, effective January 1, 2008, the Participant’s Beneficiary who is not the Participant’sSpouse.Section 6.8. Distributions to Dependent Minor and Disabled Children. Any distribution under this Plan to a Dependent Minor Child or DependentDisabled Child, or payment to any person for the account of a Dependent Minor Child or Dependent Disabled Child, as the case may be, shall discharge allobligations in respect of such payment, and none of the Company, the Trustee, the Administrator, the Investment Office or the Corporate InvestmentCommittee, shall have any duty to see to the application by any third party of any distribution made to or for the benefit of such Dependent Minor Child orDependent Disabled Child.Section 6.9. Special Lump Sum Payment Option. (a) Eligibility. A Participant (but not his or her Beneficiary) may elect to receive, during the electionperiod described in paragraph (b) of this Section 6.9, his or her deferred Service Annuity (“Deferred Service Annuity”) under Section 5.7 (relating to deferredvested termination) in the form of a lump sum payment (“Special Lump Sum Payment”) or, an “Immediately Commencing Annuity” (as defined below);provided, however, that:(i) the Participant has a Termination of Employment on or prior to June 30, 2012 and does not die and is not rehired during the period beginningJuly 1, 2012 and ending on the date payment is made or commences in accordance with this Section 6.9; -51-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) such Termination of Employment is not on account of the Participant’s disability, following which the Participant is receiving long-termdisability payments under any long-term disability program of an Employer, including on June 30, 2012;(iii) the Participant’s Deferred Service Annuity is not subject to a qualified domestic relations order as defined in Section 414(p) of the Code;(iv) the Participant is not immediately, as of his or her Termination of Employment, eligible for early retirement benefits in accordance withSection 5.3 (relating to early retirement);(v) the Participant is not on a leave of absence or layoff from an Employer on June 30, 2012;(vi) the Participant is not 70 1⁄2 years of age or older as of October 1, 2012; and(vii) the Participant can be located, after a diligent search, as necessary, by the Plan Administrator before July 1, 2012.For each such Participant described in this paragraph (a) of Section 6.9, the term “Immediately Commencing Annuity” shall mean, as applicable, either:(i) with respect to a Participant eligible to commence receipt of his or her Deferred Service Annuity as of December 1, 2012, in accordance with therequirements of Section 5.7 (relating to deferred vested termination), any applicable optional form of annuity described in Sections 6.1 (relating to basicservice annuity forms) or 6.2 (relating to optional service annuity forms); or(ii) with respect to any other Participant, a “Service Annuity Payable for the Life of the Participant,” an “Optional Marital Annuity” or a “75%Martial Annuity,” each as described in the first paragraph of Section 6.2 (relating to optional service annuity forms).(b) Election and Election Period. To receive the distribution of benefits described in paragraph (a) of this Section 6.9, an eligible Participant mustvoluntarily elect to receive a distribution pursuant to this Section 6.9 by completing an election form and spousal waiver, if required, provided by theAdministrator, and submitting such forms to the Administrator after October 1, 2012 and before the following dates, as applicable,(i) November 15, 2012, with respect to a Participant whose Termination of Employment occurs on or after April 1, 1995 and who elects aSpecial Lump Sum Payment; -52-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) November 30, 2012, with respect to a Participants whose Termination of Employment occurs before April 1, 1995 and who elects a SpecialLump Sum Payment; and(iii) December 15, 2012, with respect to a Participant who elects an Immediately Commencing Annuity,or such other period during 2012 determined by the Administrator.The Administrator shall provide each eligible Participant, not less than 30 days and not more than 180 days before the Annuity Starting Date, an applicationform including a general description of the material features, as well as an explanation of the relative values and financial effect, of the optional forms ofbenefit available under this Section 6.9, in a manner that satisfies the notice requirements of Section 417(a)(3) of the Code and the Regulations thereunder. Theform shall indicate the Participant’s right to waive a survivor annuity, his surviving Spouse’s right to consent to such waiver or refuse such consent, and theright to revoke any waiver, within the 180 day period preceding the Annuity Starting Date, and shall include a description of the right of the Participant, ifany, to defer receipt of a distribution and the consequences of failure to defer such receipt, in accordance with Treasury guidance under Section 411(a)(11) ofthe Code.(c) Amount of Payment. The Special Lump Sum Payment shall equal the actuarial equivalent of the Participant’s nonforfeitable Deferred ServiceAnnuity, based on the following factors:(i) the applicable interest rate described in Section 417(e)(3) of the Code for August of 2011;(ii) an assumed commencement date of the later of (A) age 62, with respect to a Participant whose Termination of Employment occurs on or afterApril 1, 1995, or 65, with respect to a Participant whose Termination of Employment occurs before April 1, 1995, and (B) the Participant’s age as ofDecember 1, 2012; -53-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iii) the applicable mortality table, as defined in Section 417 of the Code and the Regulations promulgated thereunder; and(iv) an assumed cost of living adjustment of 2.5% for purposes of Section 5.9 (relating to post retirement adjustments).The Immediately Commencing Annuity shall be calculated:(i) in accordance with the applicable terms of the Plan, for a Participant who is eligible to immediately commence benefits under the terms of thePlan as of the payment date set forth in paragraph (d) of this Section 6.9; and(ii) as the actuarial equivalent of the Special Lump Sum Payment, for each other Participant.(d) Payment of Benefit. If an eligible Participant elects the distribution of his or her Deferred Service Annuity in accordance with this Section 6.9,payment shall be made, or commence to be made, on or before December 1, 2012, or as soon as administratively practicable thereafter.(e) Death and Rehire. If an eligible Participant elects the distribution of his or her Deferred Service Annuity in accordance with this Section 6.9 andsubsequently dies or is rehired as an Employee before distributions commence, his or her election shall be null and void and the Participant’s benefit shall bepaid pursuant to the Plan without regard to this Section 6.9. Notwithstanding anything contained herein to the contrary, upon distribution of a Special LumpSum Payment or an Immediately Commencing Annuity made to an individual in accordance with this Section 6.9, in the event of the individual’s rehire withan Employer following the date such distribution is made, the individual shall not be eligible to participate in the Plan during such period of rehire and may beeligible to participate in the Exelon Corporation Cash Balance Pension Plan or the Exelon Corporation Pension Plan for Bargaining Unit Employees (or suchother plan that applies to employees of an Employer hired on or after December 1, 2012), as applicable, in accordance with their terms and conditions. -54-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 7LIMITATIONS ON BENEFITSSection 7.1. Maximum Annual Benefits. Notwithstanding any other provision of the Plan to the contrary, the amount of the Participant’s annual benefit(as defined below) accrued, distributed or payable at any time under the Plan shall be limited to an amount such that such annual benefit and the aggregateannual benefit of the Participant under all other defined benefit plans maintained by the Employer or any other Affiliate does not exceed the lesser of:(i) $160,000 (as increased to reflect the cost of living adjustments provided under Section 415(d) of the Code), multiplied by a fraction (notexceeding 1 and not less than 1/10th), the numerator of which is the Participant’s years of participation (within the meaning of Section 1.415(b)-1(g)(1)(ii) of the Regulations) and the denominator of which is 10; or(ii) an amount equal to 100% of the Participant’s average compensation for the 3 consecutive calendar years in which his or her compensation wasthe highest (as determined in accordance with Section 1.415(b)-1(a)(5) of the Regulations) and which are included in his or her years of service (withinthe meaning of Section 1.415(b)-1(g)(2)(ii) of the Regulations) with the Employers multiplied by a fraction (not exceeding 1 and not less than 1/10th),the numerator of which is the Participant’s years of service with the Employers and the denominator of which is 10.The dollar amount set forth in clause (i) of the preceding paragraph shall be actuarially reduced in accordance with Section 1.415(b)-1(d) of theRegulations if the Participant’s Pension Starting Date occurs prior to the Participant’s attainment of age 62. If the Participant’s Pension Starting Date occursafter the Participant’s attainment of age 65, such dollar amount shall be actuarially increased in accordance with Section 1.415(b)-1(e) of the Regulations. -55-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A Participant’s “annual benefit” shall mean the Participant’s accrued benefit payable annually in the form of a straight life annuity, as determined in,and accordance with, Section 1.415(b)-1(b) of the Regulations. If the annual benefit is payable in a form other than a single life annuity, the annual benefitshall be adjusted to the actuarial equivalent of a single life annuity using the assumptions of the following sentences; provided, however, that no adjustmentshall be required for survivor benefits payable to a surviving spouse under a qualified joint and survivor annuity (as described in Section 6.1(b)) to the extentsuch benefits would not be payable if the Participant’s annual benefit were paid in another form.Effective for Plan Years beginning January 1, 2004 and January 1, 2005, for any form of benefit subject to Section 417(e)(3) of the Code, a Participant’sannual benefit shall be the greater of (i) the amount computed using the annual interest rate specified under section 417(e) of the Code for the Novemberpreceding the calendar year in which such distribution is made or commences, and the mortality table prescribed for purposes of section 417(e)(3)(A)(ii)(I) ofthe Code (the “Actuarial Equivalent”) and (ii) the amount computed using an interest rate assumption of 5.5% and the applicable mortality table underSection 1.417(e)-1(d)(2) of the Regulations (the “Applicable Mortality Table”). Effective for Plan Years beginning on or after January 1, 2006, for any form ofbenefit subject to Section 417(e)(3) of the Code, a Participant’s annual benefit shall be the greatest of (i) the amount computed using the Actuarial Equivalentunder the Plan, (ii) the amount computed using an interest rate assumption of 5.5% and the Applicable Mortality Table and (iii) the amount computed usingthe applicable interest rate under Section 1.417(e)-1(d)(3) of the Regulations and the Applicable Mortality -56-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table, divided by 1.05. Effective for Plan Years beginning on or after January 1, 2006, for any form of benefit not subject to Section 417(e)(3) of the Code, aParticipant’s annual benefit shall be determined in accordance with Section 1.415(b)-1(c) of the Regulations. An individual’s “annual benefit” under any otherdefined benefit plan maintained by the Employer and Affiliate shall be as determined pursuant to the provisions of Section 415 of the Code and theRegulations issued thereunder the terms of such plan.Notwithstanding the foregoing provisions of this Section, the limitation provided by this Section shall not apply to a Participant who has not at any timeparticipated in a defined contribution plan maintained by any Employer and whose annual benefit under the Plan does not exceed $10,000 multiplied by afraction (not exceeding 1 and not less than 1/10th) the numerator of which is the Participant’s years of years of service (within the meaning ofSection 1.415(b)-1(g)(2)(ii) of the Regulations) and the denominator of which is 10.For purposes of this Section, the term “compensation” shall have the meaning set forth in Section 415(c)(3) of the Code and the applicable Regulations,the term “defined contribution plan” shall have the meaning set forth in Section 1.415(c)-1(a)(2) of the Regulations, the term “defined benefit plan” shall havethe meaning set forth in Section 1.415(b)-1(a)(2) of the Regulations and the term “Employer” shall include the Employers and all corporations and entitiesrequired to be aggregated with any of the Employers pursuant to Section 414(b) and (c) of the Code as modified by Section 415(h) of the Code. Section 415 ofthe Code and the Regulations thereunder are hereby incorporated by reference. -57-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 7.2. Temporary Restrictions on Benefits in Case of Termination or Curtailment. This Section 7.2 sets forth restrictions required by the InternalRevenue Service on the Service Annuity payable for a Plan Year to a highly compensated employee or highly compensated former employee, as described inSection 414(q) of the Code and Regulations who is among the twenty-five highest paid nonexcludable employees in the service of the Employers for the PlanYear. The restrictions set forth in this Section 7.2 shall not become applicable if:(1) after payment to such highly compensated employee of any Service Annuity, the value of Plan assets equals or exceeds 110 percent of the valueof current liabilities (as defined in Section 412(l)(7) of the Code),(2) the value of the Service Annuity paid to such highly compensated employee is less than one percent of the value of current liabilities of thePlan, or(3) the value of the Service Annuity payable to or on behalf of such highly compensated employee does not exceed the amount described inSection 411(a)(11)(A) of the Code.If the Service Annuity payable to a Participant is subject to the restrictions set forth in this Section 7.2, the Service Annuity provided from the Plan shallnot exceed the payments that would be made on behalf of such Participant under a single life annuity that is the actuarial equivalent of the sum of theParticipant’s Service Annuity and the Participant’s other benefits under the Plan.The foregoing conditions do not restrict the full payment of any death or survivor’s benefits on behalf of a Participant who dies while the Plan is in fulleffect and its full current costs have been met.Any amounts that become due but because of the limitations of this Section 7.2, if applicable, cannot be made available to or for the Participant (eithercurrently or later) shall be applied to reduce subsequent contributions of the Employers; but if the Employers have ceased contributions to the Plan, suchamounts shall be applied for the benefit of Participants not affected by this Section 7.2 in an equitable and nondiscriminatory manner. -58-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.This Section 7.2 is inserted solely for the purpose of complying with the requirements of the Internal Revenue Service and shall not be applied except tothe extent necessary to comply with such requirements.Section 7.3 Benefit Restrictions as a Result of Funding. (a) Notwithstanding any provision of the Plan to the contrary, the following benefit restrictionsshall apply if the Plan’s “Adjusted Funding Target Attainment Percentage” (the “AFTAP”), as defined in Section 436(j) of the Code, is at or below thefollowing levels.(i) If the Plan’s AFTAP is 60% or greater but less than 80% for a Plan Year, the Plan shall not pay any prohibited payment (as defined insubsection 7.3(a)(iv) below) after the valuation date for the Plan Year to the extent the amount of the payment exceeds the lesser of (x) 50% of the amountof the payment which could be made without regard to the restrictions under this subsection 7.3 and (y) the present value (determined pursuant toguidance prescribed by the Pension Benefit Guaranty Corporation, using the interest and mortality assumptions under Section 417(e) of the Code) of themaximum guarantee with respect to the Participant under Section 4022 of ERISA. Notwithstanding the preceding sentence, only one such prohibitedpayment may be made with respect to any Participant during any period of consecutive Plan Years to which the limitations under either clause (x) or(y) of the preceding sentence apply. For purposes of this subsection 7.3(a)(i), a Participant, his Beneficiary and any alternate payee (as defined inSection 414(p)(8) of the Code) shall be deemed a single “Participant.”(ii) If the Plan’s AFTAP is less than 60% for a Plan Year, the Plan shall not pay any prohibited payment after the valuation date for the Plan Year.(iii) During any period in which the Company is a debtor in a case under Title 11, United States Code (or similar federal or state law), the Planshall not make any prohibited payment. The preceding sentence shall not apply on or after the date on which the Plan’s enrolled actuary certifies that theAFTAP is not less than 100%.(iv) For purposes of this subsection 7.3(a), the term “prohibited payment” means (x) any payment, in excess of the monthly amount paid under asingle life annuity (plus any supplements described in Section 6.2), to a Participant or Beneficiary whose annuity starting date (as defined inSection 417(f)(2) of the Code and any regulations promulgated thereunder) occurs during any period a limitation under subsection 7.3(a)(ii) or (iii) is ineffect, (y) any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or (z) any other payment specified by theSecretary of the Treasury by regulations. -59-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) In any Plan Year in which the Plan’s AFTAP for such Plan Year is less than 60%, benefit accruals under the Plan shall cease as of the valuation datefor the Plan Year. This restriction shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by theCompany or the Employers of a contribution (in addition to any minimum required contribution under Section 430 of the Code) equal to the amount sufficientto result in an AFTAP of 60%.(c) No amendment which has the effect of increasing Plan liabilities by reason of increases in benefits, establishment of new benefits, changing the rateof benefit accruals or the rate at which benefits become nonforfeitable shall take effect during any Plan Year if the Plan’s AFTAP for such Plan Year is lessthan 80% or would be less than 80% after taking into account such amendment; provided, however, that the preceding restriction shall not apply to anamendment which provides for an increase in benefits under a formula which is not based on a Participant’s compensation if the rate of such increase is not inexcess of the contemporaneous rate of increase in average wages of Participants covered by the amendment; and provided, further, that such restriction shallcease to apply with respect to any Plan Year, effective as of the first day of the Plan Year (or if later, the effective date of the amendment), upon payment by theCompany or the Employers of a contribution as described in Section 436(c)(2) of the Code.(d) The Plan shall not provide an unpredictable contingent event benefit payable with respect to any event occurring during any Plan Year if the AFTAPfor such Plan Year is less than 60% or would be less than 60% after taking into account such occurrence; provided, however, such restriction shall cease toapply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Company or the Employers of a -60-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.contribution as described in Section 436(b)(2) of the Code. For purposes of this subsection 7.3(d), the term “unpredictable contingent event benefit” means anybenefit payable solely by reason of a plant shutdown (or similar event, as determined by the Secretary of the Treasury), or any event other than the attainmentof any age, performance of any service, receipt or derivation of any compensation, or occurrence of death or disability.(e) To avoid benefit restrictions, the Company may take any action permitted by Section 436 of the Code and the regulations promulgated thereunder.(f) The provisions of this subsection 7.3 are intended to comply with Section 436 of the Code and any regulations promulgated thereunder, and shall beconstrued to comply therewith.ARTICLE 8SERVICE ANNUITY FUNDThe Service Annuity Fund is the Service Annuity Fund created by the Company for the payment of Service Annuities. All contributions under this Planshall be paid to the Trustee. The Trustee shall hold all monies and other property received by it and shall invest and reinvest the same, together with theincome therefrom, on behalf of the Participants collectively in accordance with the directions of the Investment Office. The Investment Office shall be a“named fiduciary” under the Plan for purposes of ERISA and, as such, may, in its discretion, delegate to one or more investment managers, as defined inERISA, the authority to hold, manage, acquire and dispose of all or any part of the Service Annuity Fund. Any investment manager appointed by theInvestment Office pursuant to this Article 8 which is a bank or trust company supervised by a State or Federal agency is authorized and empowered to investand reinvest all or any part of the Service Annuity Fund allocated to it for investment in any -61-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.common, collective or commingled trust qualified under the provisions of Section 401(a) and exempt from tax under Section 501(a) of the Code which ismaintained by such investment manager (“common trust”). During such period of time as all or any portion of the Service Annuity Fund shall be invested in acommon trust, the trust document governing such common trust shall govern any investment therein and such trust document shall be a part hereof.Investment of the common trust in deposits of the trustee of the common trust is hereby expressly authorized.In addition, the Investment Office is authorized and empowered to direct the Trustee as to the investment and reinvestment all or any part of the ServiceAnnuity Fund in the Commonwealth Edison Pooled Fund (the “Pooled Fund”). During such period of time as all or any portion of the Service Annuity Fund isinvested in the Pooled Fund, the trust document governing the Pooled Fund shall govern any investment therein and such trust document shall be a part hereof.On and after November 1, 2010, the Service Annuity Fund shall be invested in the Exelon Corporation Pension Master Retirement Trust (the “Master Trust”),which is an amendment and restatement of the Pooled Fund, and the Master Trust document shall govern any investment therein. The Investment Office maydelegate to one or more investment managers, as defined in ERISA, the authority to hold, manage, acquire and dispose of all or any part of the Service AnnuityFund invested in the Pooled Fund or, on and after November 1, 2010, in the Master Trust.The Trustee shall make distributions from the Service Annuity Fund at such time or times to such person or persons and in such amounts as theAdministrator shall direct in accordance with this Plan. -62-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 9SPECIAL RULES RELATING TO PARTICIPATION OF AND DISTRIBUTION TOCERTAIN TERMINATED OR TRANSFERRED EMPLOYEESSection 9.1. Employment After Commencement of Service Annuity. A retired Employee or former Employee, other than an Employee described in eitherof the following paragraphs, receiving, or eligible to begin receiving, a Service Annuity may be employed in any business, including that of an Employer or anAffiliate, without in any way affecting the payment to him or her of his or her Service Annuity, provided however, that if he or she is employed by anEmployer or an Affiliate, such employment satisfies the applicable conditions for continuation of payment of retirement benefits as set forth in the Company’spolicy regarding the rehiring of retirees.A retired bargaining unit Employee or former bargaining unit Employee, if such bargaining unit Employee was a member of Local Union 15 (or apredecessor union), International Brotherhood of Electrical Workers, receiving a Service Annuity may be employed in any business, other than that of theCompany, without in any way affecting the payment to him or her of his or her Service Annuity. Such retired bargaining unit Employee, or former bargainingunit Employee, receiving a Service Annuity may be employed in the temporary service of an Employer or an Affiliate, but, except as otherwise provided inparagraph (b) of Section 5.2, during the term of such employment, he or she shall not receive any Service Annuity payments unless such employment is forless than 40 Hours of Service per calendar month. Upon the conclusion of such temporary service employment, Service Annuity payments shall again bemade to him or her, as described in Section 9.4 (relating to suspension of Service Annuities). -63-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding anything contained herein to the contrary, a retired Employee or former Employee who becomes re-employed by an Employer or anAffiliate after his or her Service Annuity payments have commenced shall not, under any circumstances, have the right to elect to participate in the ExelonCorporation Cash Balance Pension Plan or the Exelon Corporation Pension Plan for Bargaining Unit Employees or any plan sponsored by CEG. In addition, aretired Employee or former Employee who becomes re-employed by an Employer after payments have begun to be paid to him or her under the ExelonCorporation Cash Balance Pension Plan or the Exelon Corporation Pension Plan for Bargaining Unit Employees or any plan sponsored by CEG shall not,under any circumstances, have the right to elect to participate in this Plan.Section 9.2. Social Security Increases. The Service Annuity of a Retiree or a Participant who has terminated employment under circumstances thatentitle the Participant to a deferred Service Annuity under Section 5.7 (relating to deferred vested termination) shall not be recomputed to reflect any change inthe benefit levels payable under Title II of the Federal Social Security Act or any change in the wage base under such Title II if such change takes place after theearlier of the date payment of such Service Annuity commences or the date of such termination, as the case may be.Section 9.3. Leased Employees. A leased employee (within the meaning of section 414(n)(2) of the Code) shall not be eligible to participate in the Plan. Ifa person who performed services as a leased employee (as defined below) of any Employer or Affiliate becomes an Employee, or if an Employee becomes sucha leased employee, then any period during which such services were so performed shall be taken into account solely for the purposes of determining whetherand when such person is eligible to participate in this Plan under -64-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article 3 (relating to participation), measuring such person’s years of Vesting Service and determining when such person has terminated his or her employmentfor purposes of Article 5 (relating to Service Annuities) and Article 6 (relating to Service Annuity forms) to the same extent it would have been had such servicebeen as an Employee. In addition, any contributions or benefits provided under another plan to such leased employee by his or her leasing organization shallbe treated as provided under this Plan and shall be taken into account under Section 7.1 to the extent required under Section 1.415(a)-1(f)(3) of the Regulations.This Section 9.3 shall not apply to any period of service during which such a leased employee was covered by a plan described in Section 414(n)(5) of theCode and during which the total number of leased employees did not constitute more than 20% of the Employer’s non-highly compensated work force withinthe meaning of Section 414(n)(1)(C)(ii) of the Code. For purposes of this Plan, a “leased employee” shall mean any person who is not an employee of anEmployer and who pursuant to an agreement between an Employer or Affiliate has performed services for an Employer or an Affiliate on a substantially full-time basis for a period of at least one year, which services were performed under the primary direction or control of an Employer or an Affiliate.Section 9.4. Suspension of Service Annuities. (a) Notwithstanding anything contained in the Plan to the contrary and except as provided in paragraph(b) of Section 5.2 (relating to special rule for Participants who attain age 70-1/2 while employed), a Participant who remains an Employee after theParticipant’s Normal Retirement Age without having any Termination of Employment that results in the Participant beginning to receive his or her ServiceAnnuity shall not be entitled to receive any Service Annuity for any calendar month of employment by an Employer or an Affiliate during which theParticipant completes at least 40 Hours -65-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of Service. If the Service Annuity payments of a Participant described in the preceding sentence or a Participant described in either of the second or thirdparagraph of Section 9.1 (relating to employment after commencement of Service Annuity System) are suspended, then such payments shall resume at theearlier of (i) such Participant’s actual retirement, or (ii) such Participant’s ceasing to work 40 Hours of Service or more per calendar month. A Participant’sService Annuity payments which have been suspended pursuant to this Section 9.4 or Section 9.1 (relating to employment after commencement of ServiceAnnuity System) shall be resumed not later than the third calendar month after the calendar month in which the Participant ceases to be employed as describedin the preceding sentence. The initial payment upon resumption of the Service Annuity payments shall include any amounts withheld during the periodbetween the cessation of the period during which his or her Service Annuity was suspended and the resumption of payments, but shall not be actuariallyadjusted for such delay in resumption of his or Service Annuity nor shall any Service Annuity payment be made with respect to any month during which hisor her Service Annuity was suspended pursuant to this Section 9.4 or Section 9.1 (relating to employment after commencement of Service Annuity System).(b) No Service Annuity shall be suspended under this Section 9.4 or Section 9.1 (relating to employment after commencement of Service AnnuitySystem) unless the Participant is notified by personal delivery or first class mail during the first calendar month or payroll period in which the ServiceAnnuity is being suspended. Such notice will contain such information as may from time to time be required by Section 2530.203-3(b)(4) of the regulations ofthe Department of Labor or any amendment thereto. -66-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) If a Participant erroneously receives Service Annuity payments for a month during which such payments should have been suspended pursuant tothis Section 9.4 or Section 9.1 (relating to employment after commencement of Service Annuity System), then the Administrator may deduct from futureService Annuity payments such erroneously received payments. However, no such deduction may exceed in any one month 25 percent of that month’spayment to which the Participant or the Participant’s Beneficiary, as the case may be, would have been entitled.Section 9.5. Reemployment Before Commencement of Service Annuity. (a) Employees Represented by IBEW Local Union 15. The following rules shallapply to an Eligible Employee who is a member of a collective bargaining unit represented by IBEW Local Union 15 who incurs a Termination ofEmployment and who is rehired by an Employer prior to commencing his or her Service Annuity or any benefits under the Exelon Corporation Pension Planfor Bargaining Unit Employees:(i) Rehire Date Before Absence of 5 Years. If an Employee terminates employment and is later rehired by an Employer before having an absencefrom employment with the Employers and their Affiliates of five years and, on the date of such Employee’s rehire, the Employee is a member of acollective bargaining unit represented by IBEW Local Union 15, then either: (1) if such Employee was a Participant on the date his or her employmentterminated, such Employee shall become a Participant in the Plan as of his or her rehire date or (2) if such Employee was not a Participant on the datehis or her employment terminated, such Employee shall not be an Eligible Employee and shall not become a Participant.(ii) Rehire Date After Absence of at Least 5 Years. If an Eligible Employee terminates employment, regardless of whether such Eligible Employeewas a Participant on the date that his or her employment terminated, and is later rehired by an Employer after having an absence from employment withthe Employers and their Affiliates of at least five years and, on the date of such Employee’s rehire, the Employee is a member of a collective bargainingunit represented by IBEW Local Union 15, such Eligible Employee shall (A) if he or she was a Participant with a vested Service Annuity as of his orher termination date, become a Participant as of his or her rehire date, (B) if he or she was not a Participant as of his or her termination date and was aparticipant entitled to a vested benefit under the Exelon Corporation Pension Plan for Bargaining Unit Employees as of his or her termination date, he orshe shall not be an Eligible Employee and shall not become a Participant, or (C) if he or she was neither a -67-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Participant with a vested Service Annuity nor a participant entitled to a vested benefit under the Exelon Corporation Pension Plan for Bargaining UnitEmployees as of his or her termination date, then, (1) if he or she is rehired prior to January 1, 2009, be permitted to elect, in accordance withprocedures established by the Administrator or, for periods prior to June 1, 2006, the ‘Committee’, as such term was defined in the Plan prior to suchdate, to participate in the Plan or the Exelon Corporation Pension Plan for Bargaining Unit Employees as of his or her rehire date, or (2) if he or she isrehired on or after January 1, 2009, he or she shall not be an Eligible Employee and shall not become a Participant.(b) Management Employees. The following rules shall apply to an Eligible Employee who is not a member of a collective bargaining unit represented byIBEW Local Union 15 and who is rehired by an Employer after a Termination of Employment and prior to commencing his or her Service Annuity or anybenefits under the Exelon Corporation Cash Balance Pension Plan, as applicable:(i) Rehire Date Before Absence of 5 Years. If an Employee terminates employment and is later rehired by an Employer before having an absencefrom employment with the Employers and their Affiliates of five years and, on the date of his or her rehire, such Employee is not a member of acollective bargaining unit represented by IBEW Local Union 15, then either: (1) if such Employee was a Participant on the date his or her employmentterminated, such Employee shall be Participant in the Plan as of his or her rehire date if he or she is then an Eligible Employee or (2) if such Employeewas not a Participant on the date his or her employment terminated, such Employee shall not be an Eligible Employee and shall not become aParticipant. Notwithstanding clause (1) of the preceding sentence, if an Eligible Employee described in the preceding sentence was not at any timepermitted to make the election described in Section 3.2(a) or was permitted to make such election and elected to participate in the Exelon CorporationCash Balance Pension Plan but such election was not given effect as a result of such Employee’s Termination of Employment, such Eligible Employeeshall be permitted to elect, in the time and manner prescribed by the Administrator or, for periods prior to June 1, 2006, the ‘Committee’, as such termwas defined in the Plan prior to such date, to either (1) participate in the Plan as of his or her rehire date or (2) participate in the Exelon Corporation CashBalance Pension Plan at the time prescribed therein and have his or her Service Annuity and related assets transferred to such plan in the mannerdescribed in Section 3.2(b). -68-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) Rehire Date After Absence of at Least 5 Years. If an Employee terminates employment with the Employers and their Affiliates and theEmployee was not a Participant or was a Participant who did not have a vested Service Annuity as of the date his or her employment terminated, andsuch Employee is rehired by an Employer after having an absence from employment with the Employers and their Affiliates of at least five years and,on the date of his or her rehire, such Employee is not a member of a collective bargaining unit represented by IBEW Local Union 15, such Employeeshall not be an Eligible Employee and shall not become a Participant upon such rehire. If a Participant with a vested Service Annuity terminatesemployment with the Employers and their Affiliates and the Participant is rehired after having an absence from employment with the Employers andtheir Affiliates of at least five years, such Participant shall remain a Participant upon his or her rehire. Notwithstanding the preceding sentence if aParticipant described in the preceding sentence was not at any time permitted to make the election described in Section 3.2(a) or was permitted to makesuch election and elected to participate in the Exelon Corporation Cash Balance Pension Plan but such election was not given effect as a result of suchEmployee’s Termination of Employment, such Eligible Employee shall be permitted to elect, in the time and manner prescribed by the Administrator or,for periods prior to June 1, 2006, the ‘Committee’, as such term was defined in the Plan prior to such date, to either (1) participate in the Plan as of hisor her rehire date or (2) participate in the Exelon Corporation Cash Balance Pension Plan at the time prescribed therein and have his or her ServiceAnnuity and related assets transferred to such plan in the manner described in Section 3.2(b).Section 9.6. Employees whose Representation by IBEW Local Union 15 Changes. Except as provided in the last paragraph of Section 9.1 (relating toemployment after commencement of Service Annuity) if an Employee who, on the day he or she first performed an Hour of Service with an Employer, was nota member of a collective bargaining unit represented by IBEW Local Union 15 and was not an Eligible Employee later becomes an Eligible Employee as aresult of becoming a member of a collective bargaining unit represented by IBEW Local Union 15 and being employed at a facility that, as of October 19,2000, was owned by Commonwealth Edison Company, Unicom Corporation or any affiliate of Unicom Corporation, such Employee shall become aParticipant as of the date he or she first becomes a member of a collective bargaining unit represented by IBEW Local Union 15, provided that such Employeebecomes a member of a collective bargaining unit represented by IBEW Local Union 15 prior to January 1, 2009 and does not elect, in the time and mannerprescribed by the Administrator or, for periods prior to June 1, 2006, the ‘Committee’, as such term was defined in the Plan prior to -69-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.such date for such an election, to participate in the Exelon Corporation Pension Plan for Bargaining Unit Employees. Except as provided in the last paragraphof Section 9.1 (relating to employment after commencement of Service Annuity) if an Employee who was a member of a collective bargaining unit representedby IBEW Local Union 15 and who first became employed by an Employer prior to January 1, 2001 later ceases to be a member of a collective bargaining unitrepresented by IBEW Local Union 15, such Employee shall be permitted to elect, in the time and manner prescribed by the Administrator or, for periods priorto June 1, 2006, the ‘Committee’, as such term was defined in the Plan prior to such date, to either (a) continue to participate in the Plan as of the date he orshe ceases to be a member of a collective bargaining unit represented by IBEW Local Union 15 or (b) participate in the Exelon Corporation Cash BalancePension Plan at the time prescribed therein and have his or her Service Annuity and related assets transferred to such plan in the manner described inSection 3.2(b).Section 9.7. Transfer of Employment to or Reemployment in Positions Eligible for Participation in the Plan or the Service Annuity Plan of PECO EnergyCompany by Certain Individuals Who Were Participants in Such a Plan on December 31, 2000. If a Participant who was a Participant on December 31, 2000transfers employment to or is reemployed by an Employer or an Affiliate in a job classification with respect to which similarly situated employees of suchEmployer or Affiliate are not eligible to participate in the Plan but are instead eligible to participate in the Service Annuity Plan of PECO Energy Company (orwould be so eligible but for their election to participate in the Exelon Corporation Cash Balance Pension Plan), then such individual shall upon such transferor reemployment remain a Participant in the Plan and shall not participate in the Service Annuity Plan of PECO Energy Company. If a participant in theService Annuity Plan of PECO Energy Company who was a participant in such -70-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.plan on December 31, 2000 transfers employment to or is reemployed by an Employer or an Affiliate in a management job classification with respect to whichsimilarly situated employees of such Employer or Affiliate are not eligible to participate in such plan but are instead eligible to participate in the Plan (or wouldbe so eligible but for their election to participate in the Exelon Corporation Cash Balance Pension Plan), then such individual shall upon such transfer orreemployment remain a participant in the Service Annuity Plan of PECO Energy Company and shall not participate in the Plan.Section 9.8. Change in Employment Status or Transfer to Affiliate. Except as otherwise provided in Sections 9.9, 9.10 and elsewhere in the Plan, if anEmployee who was a Participant transfers employment to or is reemployed by an Employer or an Affiliate in a job classification with respect to whichsimilarly situated employees of such Employer or Affiliate are not eligible to participate in the Plan but are instead either eligible to participate in another planmaintained by such Employer or Affiliate or are not eligible to participate in any plan, then such individual shall upon such transfer or reemploymentparticipate in the plan, if any, determined pursuant to rules established by the Company, which rules may be set forth in a Supplement hereto.Section 9.9. Certain Rehired Employees. Notwithstanding anything contained herein to the contrary, an Employee who is reemployed by an Employerafter December 1, 2012 and has received a Special Lump Sum Payment or an Immediately Commencing Annuity in accordance with Section 6.9 (relating toSpecial Lump Sum Payment Option) shall not be eligible to become a Participant pursuant to Article 3. -71-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 9.10. Transfer of Employment to or from Facilities formerly Owned by CEG. Effective as of the Effective time (as such term is defined in theMerger Agreement), if a Participant who was a Participant on or prior to the Effective Time transfers employment to or is reemployed by an Employer or anAffiliate in a job classification with respect to which similarly situated employees of such Employer or Affiliate are not eligible to participate in the Plan but areinstead eligible to participate in a Company Benefit Plan (as such term is defined in the Merger Agreement) that is intended to be a defined benefit pension planqualified under Section 401(a) of the Code (each such plan, a “CEG Pension Plan”) , then such individual shall upon such transfer or reemployment remain aParticipant in the Plan and shall not participate in the CEG Pension Plan. If a participant in the CEG Pension Plan who was a participant in such plan on orprior to the Effective Time transfers employment to or is reemployed by an Employer or an Affiliate in a job classification with respect to which similarlysituated employees of such Employer or Affiliate are not eligible to participate in such plan but are instead eligible to participate in the Plan, then suchindividual shall upon such transfer or reemployment remain a participant in the CEG Pension Plan and shall not participate in the Plan. -72-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 10ADMINISTRATIONSection 10.1. The Administrator, the Investment Office and the Corporate Investment Committee. (a) The Administrator. The Company, acting throughits Vice President, Health & Benefits, or such other person or committee appointed by the Chief Human Resources Officer from time to time (such vicepresident or other person or committee, the “Administrator”), shall be the “administrator” of the Plan, within the meaning of such term as used in ERISA. Inaddition, the Administrator shall bethe “named fiduciary” of the Plan, within the meaning of such term as used in ERISA, solely with respect to administrative matters involving the Plan and notwith respect to any investment of the Plan’s assets. The Administrator shall have the following duties, responsibilities and rights:(i) The Administrator shall have the duty and discretionary authority to interpret and construe this Plan in regard to all questions of eligibility, thestatus and rights of Participants, Retirees, Beneficiaries and other persons under this Plan, and the manner, time, and amount of payment of anydistributions under this Plan. The determination of the Administrator with respect to an Employee’s years of Credited Service, the amount of theEmployee’s Earnings, Highest Average Annual Pay, Federal Benefit and any other matter affecting payments under the Plan shall be final and binding.Benefits under the Plan shall be paid to a Participant or Beneficiary only if the Administrator, in his or her discretion, determines that such person isentitled to benefits.(ii) Each Employer shall, from time to time, upon request of the Administrator, furnish to the Administrator such data and information as theAdministrator shall require in the performance of his or her duties.(iii) The Administrator shall direct the Trustee to make payments of amounts to be distributed from the Trust under Article 6 (relating to ServiceAnnuity forms). In addition, it shall be the duty of the Administrator to certify to the Trustee the names and addresses of all Retirees, the amounts of allService Annuities, the dates of death of Retirees and all proceedings and acts of the Administrator necessary or desirable for the Trustee to be fullyinformed as to the Service Annuities to be paid out of the Service Annuity Fund.(iv) The Administrator shall have all powers and responsibilities necessary to administer the Plan, except those powers that are specifically vestedin the Investment Office, the Corporate Investment Committee or the Trustee.(v) The Administrator may require a Participant or Beneficiary to complete and file certain applications or forms approved by the Administratorand to furnish such information requested by the Administrator. The Administrator and the Plan may rely upon all such information so furnished to theAdministrator.(vi) The Administrator shall be the Plan’s agent for service of legal process and forward all necessary communications to the Trustee. -73-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Removal of Administrator. The Chief Human Resources Officer shall have the right at any time, with or without cause, to remove the Administrator(including any member of a committee that constitutes the Administrator). The Administrator may resign and the resignation shall be effective upon delivery ofthe written resignation to the Chief Human Resources Officer or upon the Administrator’s termination of employment with the Employers. Upon theresignation, removal or failure or inability for any reason of the Administrator to act hereunder, the Chief Human Resources Officer shall appoint a successor.Any successor Administrator shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of the predecessor.None of the Company, any officer, employee or member of the board of directors of the Company who is not the Chief Human Resources Officer, nor anyother person shall have any responsibility regarding the retention or removal of the Administrator.(c) The Investment Office. The Investment Office shall be the “named fiduciary” of the Plan, within the meaning of such term as used in ERISA, solelywith respect to matters involving the investment of assets of the Plan and, any contrary provision of the Plan notwithstanding, in all events subject to thelimitations contained in Sections 404(a)(2) of ERISA and the terms of the Plan and all other applicable limitations. In addition to the duties, responsibilitiesand rights of the Investment Office set forth in Article 8, the Investment Office shall have the following duties, responsibilities and rights:(i) The Investment Office shall be the “named fiduciary” for purposes of directing the Trustee as to the investment of amounts held in the TrustFund and for purposes of appointing one or more investment managers as described in ERISA.(ii) The Investment Office shall submit to the Corporate Investment Committee annual manager review results and such other reports anddocuments as may be necessary for the Corporate Investment Committee to monitor the activities and performance of the Investment Office.(iii) Each Employer shall, from time to time, upon request of the Investment Office, furnish to the Investment Office such data and information asthe Investment Office shall require in the performance of its duties. -74-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(d) The Corporate Investment Committee. The Company acting through the Corporate Investment Committee shall be responsible for overall monitoringof the performance of the Investment Office. The Corporate Investment Committee shall have the following duties, responsibilities and rights:(i) The Corporate Investment Committee shall monitor the activities and performance of the Investment Office and shall review annual managerreview results and any other reports and documents submitted by the Investment Office.(ii) The Corporate Investment Committee shall have authority to approve asset allocation recommendations of the Investment Office, and approvethe retention or firing of any investment consultant (but not any investment manager), custodian or trustee, as recommended by the Investment Office.(iii) The Corporate Investment Committee and the Company’s Chief Investment Officer shall have the right at any time, with or without cause, toremove one or more employees of the Exelon Investment Office or to appoint another person or committee to act as Investment Office. Any successorInvestment Office employee shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of thepredecessor.The power and authority of the Corporate Investment Committee with respect to the Plan shall be limited solely to the monitoring and removal of the employeesof the Investment Office and approval of the recommendations specified in clause (ii) above. The Corporate Investment Committee shall have no responsibilityfor making investment decisions, appointing or firing investment managers or for any other duties or responsibilities with respect to the Plan, other than thosespecifically listed herein.(e) Status of Administrator, the Investment Office and the Corporate Investment Committee. The Administrator, any person acting as, or on behalf of,the Investment Office, and any member of the Corporate Investment Committee may, but need not, be an Employee, trustee or officer of an Employer and suchstatus shall not disqualify such person from taking any action -75-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.hereunder or render such person accountable for any distribution or other material advantage received by him or her under this Plan, provided that noAdministrator, person acting as, or on behalf of, the Investment Office, or any member of the Corporate Investment Committee who is a Participant shall takepart in any action of the Administrator or the Investment Office on any matter involving solely his or her rights under this Plan.(f) Notice to Trustee of Members. The Trustee shall be notified as to the names of the Administrator and the person or persons authorized to act onbehalf of the Investment Office.(g) Allocation of Responsibilities. Each of the Administrator, the Investment Office and the Corporate Investment Committee may allocate their respectiveresponsibilities and may designate any person, persons, partnership or corporation to carry out any of such responsibilities with respect to the Plan. Any suchallocation or designation shall be reduced to writing and such writing shall be kept with the records of the Plan.(h) General Governance. The Corporate Investment Committee shall elect one of its members as chairman and appoint a secretary, who may or may notbe a member of such Committee. All decisions of the Corporate Investment Committee shall be made by the majority, including actions taken by writtenconsent. The Administrator, the Investment Office and the Corporate Investment Committee may adopt such rules and procedures as it deems desirable for theconduct of its affairs, provided that any such rules and procedures shall be consistent with the provisions of the Plan. -76-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(i) Indemnification. The Employers hereby jointly and severally indemnify the Administrator, the persons employed in the Exelon Investment Office, themembers of the Corporate Investment Committee, the Chief Human Resources Officer, and the directors, officers and employees of the Employers and each ofthem, from the effects and consequences of their acts, omissions and conduct in their official capacity with respect to the Plan (including but not limited tojudgments, attorney fees and costs with respect to any and all related claims, subject to the Company’s notice of and right to direct any litigation, select anycounsel or advisor, and approve any settlement), except to the extent that such effects and consequences result from their own willful misconduct. Theforegoing indemnification shall be in addition to (and secondary to) such other rights such persons may enjoy as a matter of law or by reason of insurancecoverage of any kind.(j) No Compensation. None of the Administrator, any person employed in the Exelon Investment Office nor any member of the Corporate InvestmentCommittee may receive any compensation or fee from the Plan for services as the Administrator, Investment Office or a member of the Corporate InvestmentCommittee; provided, however that nothing contained herein shall preclude the Plan from reimbursing the Company or any Affiliate for compensation paid toany such person if such compensation constitutes “direct expenses” for purposes of ERISA. The Employers shall reimburse the Administrator, the personsemployed in the Exelon Investment Office and the members of the Corporate Investment Committee for any reasonable expenditures incurred in the discharge oftheir duties hereunder.(k) Employ of Counsel and Agents. The Administrator, the Investment Office and the Corporate Investment Committee may employ such counsel (whomay be counsel for an Employer) and agents and may arrange for such clerical and other services as each may require in carrying out its respective dutiesunder the Plan. -77-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.2. Claims Procedure. Any Participant or distributee who believes he or she is entitled to benefits in an amount greater than those which he orshe is receiving or has received may file a claim with the Administrator. Such a claim shall be in writing and state the nature of the claim, the facts supportingthe claim, the amount claimed, and the address of the claimant. The Administrator shall review the claim and, unless special circumstances require anextension of time, within 90 days after receipt of the claim, give notice to the claimant, either in writing by registered or certified mail or in an electronicnotification, of the Administrator’s decision with respect to the claim. Any electronic notice delivered to the claimant shall comply with the standards imposedby applicable Regulations. If the Administrator determines that special circumstances require an extension of time for processing the claim, the claimant shallbe so advised in writing within the initial 90-day period and in no event shall such an extension exceed 90 days. The extension notice shall indicate the specialcircumstances requiring an extension of time and the date by which the Administrator expects to render the benefit determination. The notice of the decision ofthe Administrator with respect to the claim shall be written in a manner calculated to be understood by the claimant and, if the claim is wholly or partiallydenied, the Administrator shall notify the claimant of the adverse benefit determination and shall set forth the specific reasons for the adverse determination,the references to the specific Plan provisions on which the determination is based, a description of any additional material or information necessary for theclaimant to perfect the claim, an explanation of why such material or information is necessary, and a description of the claim review procedure under the Planand the time limits applicable to such procedures, including a statement of the claimant’s right (subject to the limitations described in Section 13.8 and 13.9)to bring a civil action under Section 502 of ERISA following an adverse benefit determination on review. The Administrator shall also advise the claimant thatthe claimant or the claimant’s duly authorized representative may request a review by the Chief Human Resources Officer (or such other officer -78-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.designated from time to time by the Chief Human Resources Officer) of the adverse benefit determination by filing with such officer, within 60 days afterreceipt of a notification of an adverse benefit determination, a written request for such review. The claimant shall be informed that, within the same 60-dayperiod, he or she (a) may be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other informationrelevant to the claimant’s claim for benefits and (b) may submit to the officer written comments, documents, records and other information relating to theclaim for benefits. If a request is so filed, review of the adverse benefit determination shall be made by the officer within, unless special circumstances requirean extension of time, 60 days after receipt of such request, and the claimant shall be given written notice of the officer’s final decision. If the officer determinesthat special circumstances require an extension of time for processing the claim, the claimant shall be so advised in writing within the initial 60-day period andin no event shall such an extension exceed 60 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date bywhich the officer expects to render the determination on review. The review of the officer shall take into account all comments, documents, records and otherinformation submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefitdetermination. The notice of the final decision shall include specific reasons for the determination and references to the specific Plan provisions on which thedetermination is based and shall be written in a manner calculated to be understood by the claimant. -79-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.3. Procedures for Domestic Relations Orders. If the Administrator shall receive any judgment, decree or order (including approval of aproperty settlement agreement) pursuant to State domestic relations or community property law relating to the provision of child support, alimony or maritalproperty rights of a spouse, former spouse, child or other dependent of a Participant and purporting to provide for the payment of all or a portion of theParticipant’s Service Annuity to or on behalf of one or more of such persons (such judgment, decree or order being hereinafter called a “domestic relationsorder”), the Administrator shall promptly notify the Participant and each other payee specified in such domestic relations order of its receipt and of thefollowing procedures. After receipt of a domestic relations order, the Administrator shall determine whether such order constitutes a “qualified domesticrelations order” as defined in paragraph (b) of Section 13.2, and shall notify the Participant and each payee named in such order in writing of theAdministrator’s determination within a reasonable time after receipt of such order. Such notice shall be written in a manner calculated to be understood by theparties and shall contain an explanation of the review procedure under this Plan. If the Administrator determines that the order is not a “qualified domesticrelations order,” such notice also shall set forth specific reasons for the Administrator’s determination. The Administrator shall advise each party that eachparty or a duly authorized representative of such party may request a review by the Chief Human Resources Officer (or such other officer designated from timeto time by the Chief Human Resources Officer) of the Administrator’s determination by filing with such officer within 60 days of receipt of theAdministrator’s determination a written request for such review. The Administrator shall give every party affected by any such request for review notice ofsuch request. Each party also shall be informed that he or she may have reasonable access to pertinent documents and submit comments in writing to theofficer in connection with such request for review. Within 60 days after a request for review, each party shall be given written notice of the officer’s finaldetermination, which notice shall be written in a manner calculated to be understood by the parties and shall include specific reasons for such finaldetermination. -80-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.4. Computation of Benefits. The benefit formula, factors contained in any Tables or Schedules and the Federal Benefit taken into account indetermining the amount of a Participant’s Service Annuity (including the amount paid under the applicable form of payment of such Service Annuity) or theamount of any surviving spouse or surviving child annuity payable with respect to any Participant shall be the formula, factors and/or Federal Benefit, asapplicable, in effect on the date of the Participant’s Termination of Employment.Section 10.5. Actuary to Be Employed. The Company or the Investment Office shall engage an actuary to do such technical and advisory work as theCompany or the Investment Office may request, including analyses of the experience of this Plan from time to time, the preparation of actuarial tables for themaking of computations thereunder, and the submission to the Company or the Investment Office of an annual actuarial report, which report shall containinformation showing the financial condition of this Plan, a statement of the contributions to be made by the Employers for the ensuing year, and such otherinformation as may be requested by the Company or the Investment Office.Section 10.6. Funding Policy. The Company shall establish a funding policy and method consistent with the objectives of this Plan and therequirements of Title I of ERISA and shall communicate such policy and method, and any changes in such policy and method, to the Investment Office. -81-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.7. Notices to Participants, Etc. All notices, reports and statements given, made, delivered or transmitted to a Participant or any other personentitled to or claiming benefits under this Plan shall be deemed to have been duly given, made or transmitted when mailed by first class mail with postageprepaid and addressed to the Participant or such other person at the address last appearing on the records of the Administrator.Section 10.8. Notices to Employers or Administrator. Written directions, notices and other communications from Participants or any other personentitled to or claiming benefits under this Plan to the Employers or Administrator shall be deemed to have been duly given, made or transmitted either whendelivered to such location as shall be specified upon the forms prescribed by the Administrator for the giving of such directions, notices and othercommunications or when mailed by first class mail with postage prepaid and addressed to the addressee at the address specified upon such forms.Section 10.9. Records. Each of the Administrator, the Investment Office and the Corporate Investment Committee shall keep a record of all of theirrespective proceedings, if any, and shall keep or cause to be kept all books of account records and other data as may be necessary or advisable in theirrespective judgment for the administration of the Plan, the administration of the investments of the Plan or the monitoring of the investment activities of thePlan, as applicable.Section 10.10. Responsibility to Advise Administrator of Current Address. Each person entitled to receive a payment under this Plan shall file with theAdministrator in writing such person’s complete mailing address and each change therein. A check or communication mailed to any person at such person’saddress on file with the Administrator shall be deemed to have been received by such person for all purposes of this Plan. Although neither the Administratornor the Trustee shall be obliged to search for or ascertain the location of any -82-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.person, the Administrator shall make reasonable efforts to locate any missing Participant or Beneficiary entitled to benefits hereunder. If the Administrator is indoubt as to whether payments are being received by the person entitled thereto, it shall, by registered mail addressed to the person concerned at his or her lastaddress known to the Administrator, notify such person that all future payments will be withheld until such person submits to the Administrator evidence ofhis or her continued life and proper mailing address.Section 10.11. Electronic Media. Notwithstanding any provision of the Plan to the contrary and for all purposes of the Plan, to the extent permitted bythe Administrator and any applicable law or Regulation, the use of electronic technologies shall be deemed to satisfy any written notice, consent, delivery,signature, disclosure or recordkeeping requirement under the Plan, the Code or ERISA to the extent permitted by or consistent with applicable law andRegulations. Any transmittal by electronic technology shall be deemed delivered when successfully sent to the recipient, or such other time specified by theAdministrator.Section 10.12. Correction of Error. If it comes to the attention of the Administrator that an error has been made in the amount of benefits payable, orpaid, to any Participant or Beneficiary under the Plan, the Administrator shall be permitted to correct such error by whatever means that the Administrator, inits sole discretion determines, including by offsetting future benefits payable to the Participant or Beneficiary or requiring repayment of benefits to the Plan,except that no adjustment need be made with respect to any Participant or Beneficiary whose benefit has been distributed in full prior to the discovery of sucherror. -83-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 11PARTICIPATION BY OTHER EMPLOYERSSection 11.1. Adoption of Plan. With the consent of the Company, any entity may become a participating Employer under this Plan with respect to all ora designated group of its employees by taking such action as shall be necessary or desirable to adopt this Plan and executing and delivering such instrumentsas may be necessary or desirable to put this Plan into effect with respect to such entity.Section 11.2. Withdrawal from Participation. Any Employer shall terminate its participation in the Plan at any time, under such circumstances as theCompany may provide, by delivering to the Company a duly certified copy of a resolution of its board of directors (or other governing body) to that effect, orby ceasing to be a member of the same controlled group as the Company (within the meaning of section 1563(a) if the Code).Section 11.3. Company and Administrator Agent for Employers. Each corporation which shall become a participating Employer pursuant toSection 11.1 (relating to adoption of the Plan) or Article 12 (relating to continuance by a successor) by so doing shall be deemed to have appointed theCompany and the Administrator its agent to exercise on its behalf all of the powers and authorities hereby conferred upon the Company and the Administratorby the terms of this Plan, including, but not by way of limitation, the power to amend and terminate this Plan. The authority of the Company and theAdministrator to act as such agent shall continue unless and until the portion of the Service Annuity Fund held for the benefit of Employees of the particularEmployer and their Beneficiaries is set aside in a separate trust as provided in Section 15.2 (relating to establishment of separate plan). -84-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 12CONTINUANCE BY A SUCCESSORIn the event that any Employer shall be reorganized by way of merger, consolidation, transfer of assets or otherwise, so that a corporation, partnershipor person other than an Employer shall succeed to all or substantially all of such Employer’s business, such successor may be substituted for such Employerunder this Plan by adopting this Plan and, if necessary, becoming a party to the Service Annuity Fund. Contributions by such Employer shall beautomatically suspended from the effective date of any such reorganization until the date upon which the substitution of such successor corporation for theEmployer under this Plan becomes effective. If, within 90 days following the effective date of any such reorganization, such successor shall not have elected tobecome a party to this Plan, or if such successor shall adopt a plan of complete liquidation other than in connection with a reorganization, this Plan shall beautomatically terminated with respect to employees of such Employer as of the close of business on the 90th day following the effective date of suchreorganization or as of the close of business on the date of adoption of such plan of complete liquidation, as the case may be, and the Administrator shall directthe Trustee to distribute the portion of the Service Annuity Fund applicable to such Employer in the manner provided in Section 15.2 (relating to establishmentof separate plan). -85-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 13MISCELLANEOUSSection 13.1. Expenses. The expenses of the Trustee in the administration of the Service Annuity Fund, including compensation, if any, to the Trusteefor its services, shall be paid by the Company or the Employers. All costs and expenses incurred in the operation of the Service Annuity Fund, to the extent notdescribed in the preceding sentence, and all costs and expenses incurred in the operation of the Plan, the Service Annuity Fund, the Pooled Fund or the MasterTrust, as applicable, including, but not limited to, “direct expenses” incurred in administering the Plan, the Service Annuity Fund, the Pooled Fund and theMaster Trust (including compensation paid to any employee of an Employer or an Affiliate who is engaged in the administration of the Plan, the ServiceAnnuity Fund, the Pooled Fund or the Master Trust), the expenses of the Administrator, the Investment Office and the Corporate Investment Committee, thefees of counsel and any agents for the Trustee, the Administrator, the Investment Office or the Corporate Investment Committee, and the fees of investmentmanagers that manage assets of the Pooled Fund or the Master Trust, as applicable, shall be paid by the Trustee from the Service Annuity Fund or the PooledFund or the Master Trust, as applicable, in such proportion as the Investment Office, in its sole discretion, shall determine, to the extent such expenses are notpaid by the Employers and to the extent permitted under ERISA, Regulations and other applicable laws. Any such expenses that are borne by the Employersshall be paid out of their own funds in such proportions as the Administrator shall determine. In the event that the Company or any other Employer advancesmoney on behalf of the Service Annuity Fund for the payment of any expenses incurred in the operation of the Plan, the Trustee shall reimburse the Companyor such other Employer from the Service Annuity Fund for any amount so advanced, without interest or fees.Section 13.2. Non-Assignability. (a) It is a condition of this Plan, and all rights of each Participant, Beneficiary and Retiree shall be subject thereto, thatno right or interest of any Participant, Beneficiary or Retiree in this Plan shall be assignable or transferable in whole or in part, either directly or by operation oflaw or otherwise, including, but not by way of -86-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.limitation, execution, levy, garnishment, attachment, pledge or bankruptcy, but excluding devolution by death or mental incompetency, and no right or interestof any Participant, Beneficiary or Retiree in this Plan shall be liable for, or subject to, any obligation or liability of such Participant, Beneficiary or Retiree,including claims for alimony or the support of any spouse or child, except as provided in paragraph (b) of this Section 13.2 (relating to exception for qualifieddomestic relations orders).(b) Exception for Qualified Domestic Relations Orders. Notwithstanding any provision of this Plan to the contrary, if a Participant’s Service Annuityunder this Plan, or any portion thereof, shall be the subject of one or more qualified domestic relations orders, as defined below, such Service Annuity orportion thereof shall be paid to the person at the time and in the manner specified in any such order. For purposes of this paragraph (b), “qualified domesticrelations order” shall mean any “domestic relations order” as defined in Section 10.3 (relating to procedures for domestic relations orders) which creates (orrecognizes the existence of) or assigns to a person other than the Participant (an “alternate payee”) rights to all or a portion of the Participant’s Service Annuityunder this Plan, and:(A) clearly specifies(i) the name and last known mailing address (if any) of the Participant and each alternate payee covered by such order,(ii) the amount or percentage of the Participant’s Service Annuity to be paid by this Plan to each such alternate payee, or the manner inwhich such amount or percentage is to be determined,(iii) the number of payments to, or period of time for which, such order applies, and(iv) each plan to which such order applies; -87-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(B) does not require(i) this Plan to provide any type or form of benefit or any option not otherwise provided under this Plan at the time such order is issued,(ii) this Plan to provide increased benefits (determined on the basis of actuarial equivalence), or(iii) the payment of benefits to an alternate payee which at the time such order is issued already are required to be paid to a different alternatepayee under a prior qualified domestic relations order; and(C) does not require the payment of benefits to any alternate payee before the first to occur of (i) the earliest date as of which payment of theParticipant’s Service Annuity could commence after his or her Termination of Employment, and (ii) the Participant’s attainment of age 50,all as determined by the Company pursuant to the procedures contained in Section 10.3 (relating to procedures for domestic relations orders). Any amountssubject to a domestic relations order prior to determination of its status as a qualified domestic relations order which but for such order would be paid to theParticipant shall be segregated in a separate account or an escrow account pending such determination. If, within a reasonable time after receipt of writtenevidence of such order by the Company, it is determined that a domestic relations order constitutes a qualified domestic relations order, the amount sosegregated (plus any interest thereon) shall be paid to the alternate payee in accordance with the terms of the order. If, within a reasonable time after receipt of adomestic relations order by the Company, it is determined that a domestic relations order does not constitute a qualified domestic relations order, then theamount so segregated (plus any interest thereon) shall, as soon as practicable, be paid to the Participant. Any subsequent determination that such orderconstitutes a qualified domestic relations order shall apply only to payments made on or after the date of such subsequent determination. -88-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 13.3. Employment Non-Contractual. Neither this Plan nor any action taken by the Administrator or the Investment Office confers any rightupon any Employee to continue in employment with any Employer.Section 13.4. Limitation of Rights. No Participant, Beneficiary or Retiree shall have any right, title, interest or claim in or to any part of the ServiceAnnuity Fund at any time, but shall have the right only to distributions from the Service Annuity Fund on the terms and conditions herein provided. Neitherthis Plan nor any action taken by the Administrator or the Investment Office shall obligate any Employer to make contributions to the Service Annuity Fund inexcess of the contributions authorized by the board of directors of the Company or create any liability on an Employer for the payment of Service Annuitiesunder this Plan.Section 13.5. Merger or Consolidation with or Transfer to Another Plan. A merger or consolidation with, or transfer of assets or liabilities to, any otherPlan shall not be effected unless the terms of such merger, consolidation or transfer are such that each Participant, Beneficiary, Retiree or other person entitledto receive benefits from this Plan would, if this Plan were to terminate immediately after the merger, consolidation or transfer, receive a benefit equal to orgreater than the benefit such person would be entitled to receive if this Plan were to terminate immediately before the merger, consolidation, or transfer.If an Employee or a group of Employees ceases to be an Employee or Employees of an Employer and becomes an employee or employees of an Affiliatethat is not an Employer but that maintains its own pension plan, there shall be transferred from the Service Annuity Fund to the trust fund for the pensionplan of such Affiliate assets in an amount equal to the proportion of the amount of the total assets of the Service Annuity Fund, after deducting therefrom the -89-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.amount actuarially determined to be necessary for the payment in full of Service Annuities theretofore granted to all Retirees and Participants, which theactuarial reserve allocable to such Employee or such group of Employees, as the case may be, bears to the actuarial reserve allocable to all Employees. If,however, any such group of Employees shall include all of the Employees of all Employers, all of the assets of the Service Annuity Fund shall be sotransferred.If and when a separate pension plan and trust fund is created by the Company for supervisory, administrative and management Employees, there shallbe transferred from the Service Annuity Fund to such separate trust fund assets in an amount equal to the sum of (a) that proportion of the amount of the totalassets of the Service Annuity Fund, after deducting therefrom the amount actuarially determined to be necessary for the payment in full of Service Annuitiestheretofore granted to all Retirees and Participants, which the actuarial reserve allocable to such supervisory, administrative and management Employees bearsto the actuarial reserve allocable to all Employees, and (b) the amount of assets actuarially determined to be necessary for the payment in full of ServiceAnnuities theretofore granted to Retirees who were supervisory, administrative or management Employees at the time of the granting of such Service Annuities.If and when an Employee shall thereafter be transferred to or from the management payroll, there shall be transferred from the Service Annuity Fund to suchseparate trust fund or from such separate trust fund to the Service Annuity Fund, as the case may be, assets in an amount determined in the same manner asdescribed in the preceding sentence (and the Employee’s Service Annuity or benefits in the nature of a service annuity shall subsequently be paid out of theService Annuity Fund or such separate trust fund, as the case may be). -90-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If and when an employee or a group of employees of an Affiliate that is not an Employer shall cease to be an employee or employees of such Affiliate andshall become an Employee or Employees of an Employer, the Trustee under the Service Annuity Fund shall accept, upon transfer from the trust fund of thepension plan of such Affiliate, assets in an amount equivalent to that proportion of the amount of the total assets of such trust fund, after deducting therefromthe amount actuarially determined to be necessary for the payment in full of benefits theretofore granted, which the actuarial reserve allocable to such Employeeor such groups of Employees, as the case may be, bears to the actuarial reserve allocable to all employees. If, however, any such group of Employees shallinclude all of the employees of such Affiliate, all of the assets of such trust fund shall be so accepted.In the case of each transfer of assets made or accepted pursuant to the provisions of this Section 13.5, the amount of the total assets and (if less than allassets are to be transferred) the proportion thereof to be transferred shall be determined as of a date not earlier than December 31 of the preceding calendar year.All assets accepted, upon transfer, by the Trustee under the Service Annuity Fund, pursuant to the provisions of this Section 13.5, shall be held andapplied in accordance with the provisions of the Trust Agreement relating to the Service Annuity Fund.Section 13.6. Medical Examination. A Participant or Beneficiary for whom a determination or verification of physical or medical condition is in theopinion of the Administrator relevant to the application of this Plan shall, if and when reasonably requested by the Administrator, submit to medicalexamination by a physician appointed by the Administrator.Section 13.7. Applicable Law. Except to the extent preempted by applicable federal law or otherwise provided under the terms of the Plan, the Plan andall rights hereunder shall be governed by and construed in accordance with the laws of the State of Illinois. -91-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 13.8. Statute of Limitations for Actions under the Plan. Except for actions to which the statute of limitations prescribed by Section 413 of ERISAapplies, (a) no legal or equitable action relating to a claim for benefits under Section 502 of ERISA may be commenced later than one year after the claimantreceives a final decision from the Chief Human Resources Officer (or such other officer designated from time to time by the Chief Human Resources Officer)in response to the claimant’s request for review of the adverse benefit determination and (b) no other legal or equitable action involving the Plan may becommenced later than two years from the time the person bringing an action knew, or had reason to know, of the circumstances giving rise to the action. Thisprovision shall not be interpreted to extend any otherwise applicable statute of limitations, nor to bar the Plan or its fiduciaries from recovering overpaymentsof benefits or other amounts incorrectly paid to any person under the Plan at any time or bringing any legal or equitable action against any party.Section 13.9. Forum for Legal Actions under the Plan. Any legal action involving the Plan that is brought by any Participant, any Beneficiary or anyother person shall be litigated in the federal courts located in the Northern District of Illinois or the Eastern District of Pennsylvania, whichever is mostconvenient, and no other federal or state court.Section 13.10. Legal Fees. Any award of legal fees in connection with an action involving the Plan shall be calculated pursuant to a method that results inthe lowest amount of fees being paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees be awarded for workrelated to (a) administrative proceedings under the Plan, (b) unsuccessful claims brought by a Participant, Beneficiary or any other person, or (c) actions thatare not brought under ERISA. In calculating any award of legal fees, there shall be no enhancement for the risk of contingency, nonpayment or any other risknor shall there be applied -92-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.a contingency multiplier or any other multiplier. In any action brought by a Participant, Beneficiary or any other person against the Plan, the Administrator,the Investment Office, the Corporate Investment Committee, any Plan fiduciary, the Chief Human Resources Officer, any Plan administrator, the Company,its affiliates or their respective officers, directors, employees, or agents (the “Plan Parties”), legal fees of the Plan Parties in connection with such action shall bepaid by the Participant, Beneficiary or other person bringing the action, unless the court specifically finds that there was a reasonable basis for the action.ARTICLE 14TOP-HEAVY PLAN REQUIREMENTSSection 14.1. Top-Heavy Plan Determination. If, as of the determination date (as hereinafter defined) for any Plan Year, the aggregate present value of(a) the accrued Service Annuities under this Plan and the accrued benefits under all other defined benefit plans in the aggregation group (as defined below) and(b) the aggregate account balances under all defined contribution plans in such aggregation group, in each case with respect to all participants in such planswho are key employees (as defined in Section 416(i) of the Code) for such Plan Year, exceeds 60% of the aggregate of the present value of the ServiceAnnuities, accrued benefits and account balances of all participants in such plans as of the determination date, then this Plan shall be a top-heavy plan forsuch Plan Year, and the requirements of Section 14.2 (relating to minimum benefit for top-heavy years), Section 14.3 (relating to top-heavy vestingrequirements) and Section 14.4 (relating to special rules for applying statutory limitations on benefits) shall be applicable for such Plan Year as of the first daythereof. An employee’s compensation, as defined in Section 1.415(c)-2 of the Regulations, from the Company and its Affiliates for a Plan Year shall be used,where applicable, in determining whether such employee is a key employee. -93-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For purposes of the first sentence of the preceding paragraph, for any Plan Year, the Service Annuity accrued in respect of any Employee shall be theamount calculated as of the determination date, and the present value of such amount shall be based on the actuarial assumptions used in the actuarialvaluation as of such determination date. The calculation of the present value of the Service Annuity accrued in respect of any Employee shall be subject toadjustments required under Section 416 of the Code.If this Plan shall be a top-heavy plan for any Plan Year and not be a top-heavy plan for any subsequent Plan Year, the requirements of this Article shallnot be applicable for such subsequent Plan Year except to the extent provided in Section 14.3 (relating to top-heavy vesting requirements).For purposes of this Article, (a) the aggregation group shall consist of (i) if a key employee was a Participant in this Plan during the Plan Year containingthe determination date (defined below) or any of the four preceding Plan Years, then this Plan and each other plan of an Employer which is qualified underSection 401(a) of the Code and in which a key employee is a participant during any of such Plan Years, (ii) this Plan and each other plan which enables thisPlan to meet the requirements of Section 401(a)(4) or 410(b) of the Code during the Plan Year containing the determination date (defined below) or any of thefour preceding Plan Years, and (iii) this Plan and each other plan of an Employer which it shall so designate and which together with this Plan shall satisfy therequirements of Sections 401(a)(4) and 410 of the Code; (b) the determination date for all plans in the aggregation group shall be the last day of the precedingplan year; and (c) the valuation date applicable to a determination date shall be (i) in the case of a defined benefit plan, the date as of which the most recentactuarial valuation for the plan year including the determination date is prepared, and (ii) in the case of a defined contribution plan, -94-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the date as of which account balances are determined which is coincident with or immediately precedes the determination date, except that if any such planspecifies a different determination or valuation date, such different date shall be used with respect to such plan. For the purpose of determining the ServiceAnnuity, accrued benefit or account balance of a participant, any person who received a distribution from a plan in the aggregation group during the one-yearperiod ending on the last day of the preceding plan year shall be treated as a participant in such plan, and any such distribution shall be included in suchparticipant’s Service Annuity, accrued benefit or account balance as the case may be, except that in the case of any distribution made for a reason other thanseverance from employment, death or disability, this sentence shall be applied by substituting “five-year period” for the “one-year period” stated herein.Section 14.2. Minimum Benefit for Top-Heavy Years. (a) Subject to paragraph (b) of this Section 14.2 and the applicable reductions set forth in Article5 (relating to Service Annuities) and Article 6 (relating to Service Annuity forms), the annual amount of Service Annuity on a single life basis to which aneligible employee (other than an eligible employee who is a key employee as defined in Section 416(i) of the Code) is entitled at age 65 under Section 5.2(relating to normal and deferred retirement), Section 5.3 (relating to early retirement), Section 5.4 (relating to disability retirement at or after age 45),Section 5.5 (relating to disability retirement before age 45) or Section 5.7 (relating to deferred vested termination) shall in no event be less than (i) the productof (A) 2% of such eligible employee’s average compensation, as described in Section 416(c) of the Code, from the Company and its Affiliates during sucheligible employee’s five highest-paid consecutive calendar years of service beginning after January 1, 1983 and while the Plan is top-heavy, multiplied by(B) the number of such eligible employee’s years of Credited Service (but not in excess of ten) ending after -95-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.December 31, 1983 while the Plan is top-heavy less (ii) the annual actuarial equivalent of the eligible employee’s vested portion of such eligible employee’saccount balances attributable to employer contributions and forfeitures, and earnings and losses thereon (including prior distributions thereof) and accruedbenefits to which such eligible employee is entitled on Termination of Employment under all other qualified plans maintained by the Company or its Affiliates.For purposes of this Article 14 (relating to top-heavy plan requirements), “eligible employee” shall mean any employee other than an employee who isincluded in a unit of employees covered by a collective bargaining agreement between employee representatives and an Employer, if there is evidence thatretirement benefits have been the subject of good faith bargaining between such employee representatives and such Employer.(b) The provisions of paragraph (a) shall not apply with respect to an eligible employee if, for each year in which this Plan is top-heavy, (i) the eligibleemployee’s Employer also maintains a defined contribution plan which is included in the aggregation group for such year, and (ii) contributions made onbehalf of each eligible employee other than key employees and forfeitures allocated to such eligible employee during such Plan Year are at least 5% of sucheligible employee’s compensation.Section 14.3. Top-Heavy Vesting Requirements. Not-withstanding any provision of this Plan to the contrary, if an eligible employee’s Termination ofEmployment occurs during a Plan Year in which this Plan is top-heavy and after the eligible employee has completed at least two years of Vesting Service butbefore the eligible employee has completed five years of Vesting Service, or after this Plan has been top-heavy and during the time this Plan was top-heavy sucheligible employee has completed three years of Vesting Service, then such eligible -96-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.employee shall be entitled, subject to Article 6 (relating to Service Annuity forms) and Article 7 (relating to limitation on benefits), to receive, determined inaccordance with the following table, the vested percentage of the eligible employee’s Service Annuity computed pursuant to Section 5.7 (relating to deferredvested termination): Years of Vesting Service Vested Percentage 2 but less than 3 20% 3 but less than 4 40% 4 but less than 5 60% 5 or more 100% Section 14.4. Special Rules for Applying Statutory Limitations on Benefits. In any Plan Year for which this Plan is top-heavy, clauses (C)(I) and (D)(I)of the first paragraph of Section 7.1 (relating to maximum annual benefits) shall be applied by substituting “100%” for “125%” appearing therein unless, forsuch Plan Year (i) the percentage of Service Annuities accrued by Participants who are key employees does not exceed 90% of the Service Annuities accrued byall Participants, and (ii) the minimum accrued benefit of each Participant under all defined benefit plans in the aggregation group is at least 3% of suchParticipant’s average compensation multiplied by each year of such Participant’s Credited Service after 1983, not in excess of 10, while such plans are top-heavy.ARTICLE 15AMENDMENT AND TERMINATIONSection 15.1. Amendment. The board of directors of the Company (or a committee thereof) may at any time and from time to time amend or modify thisPlan in any manner deemed by the board of directors of the Company to be necessary or desirable, provided, however, that in the case of any amendment ormodification that would not result in an aggregate -97-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.annual cost to the Company of more than $50,000,000, the Plan may be amended or modified by action of the Chief Human Resources Officer (with theconsent of the Chief Executive Officer in the case of a discretionary amendment or modification expected to result in an increase in annual expense or liabilityaccount balance exceeding $250,000) or another executive officer holding title of equivalent or greater responsibility and, provided, further, that no amendmentshall be made that affects Employees who are represented by IBEW Local Union 15 that is not consistent with that portion of the Company’s collectivebargaining agreements with IBEW Local Union 15 concerning the Plan. Any such amendment or modification shall become effective on such date as theboard of directors of the Company shall determine and may apply to Participants in this Plan at the time thereof as well as to future Participants, provided,however, that no such amendment or modification which reduces the basis for the computation of Service Annuities shall be retroactive as to service prior tothe date of such amendment or modification.In addition, the Administrator may amend or modify subdivision (4) of Section 2.1 (relating to the definition of Basic Compensation) and subdivision(24) of Section 2.1 (relating to the definition of Incentive Pay) by changing such subdivisions as described therein.Section 15.2. Establishment of Separate Plan. If an Employer shall withdraw from this Plan under Section 11.2 (relating to withdrawal fromparticipation), the Investment Office shall determine the portion of the Service Annuity Fund held by the Trustee which is applicable to the Participants andRetirees of such Employer and direct the Trustee to segregate such portion in a separate trust. Such separate trust shall thereafter be held and administered as apart of the separate plan of such Employer. -98-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 15.3. Termination of the Plan by an Employer. The Company may at any time, by resolution adopted by its board of directors, terminate thisPlan in its entirety. In addition, any Employer may at any time terminate its participation in this Plan by resolution adopted by its board of directors to thateffect. If the Internal Revenue Service shall refuse to issue an initial favorable determination letter that this Plan and the Service Annuity Fund as adopted bythe Company meets the requirements of Section 401(a) of the Code and that the Service Annuity Fund is exempt from tax under Section 501(a) of the Code,any Employer may terminate its participation in this Plan and direct the Trustee to pay and deliver to that Employer the portion of the Service Annuity Fundapplicable to its contributions.Section 15.4. Distribution upon Termination or Partial Termination. Upon termination or partial termination of this Plan, the Service Annuities accruedas of the date of termination or partial termination, as the case may be, of all affected Participants shall be fully vested. After providing for any expenses of thetermination of this Plan, or, in the event of the partial termination of this Plan, any expenses of such partial termination which are to be borne by the portion ofthe Service Annuity Fund applicable to those Employees affected by the partial termination, the remainder of such portion of the Service Annuity Fund (the“asset value”) shall be allocated pursuant to the priority categories set forth in Section 4044 of ERISA and PBGC Regulations. In the event that after thetermination of this Plan there is any asset value remaining after such allocation, the assets representing such asset value shall be paid over and applied for thebenefit of the Employees of the Employers. The portion of the asset value allocated to provide Service Annuities to any person or group of persons may beapplied for the benefit of such person or persons by the distribution of cash, continuance of the Service Annuity Fund, establishment of a new trust fund,purchase of annuities from an insurance company, or otherwise, as determined by the Company in its sole discretion. Notwithstanding the precedingsentences, if the Plan is terminated, the Service Annuity of each highly compensated employee as defined in Section 414(q) of the Code (and any former highlycompensated employee) is limited to a Service Annuity that is nondiscriminatory under Section 401(a)(4) of the Code. -99-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 15.5. Trust to Be Applied Exclusively for Participants and Their Beneficiaries. Subject only to the provisions of Section 4.2 (relating to returnof contributions), Section 15.3 (relating to termination of the Plan by an Employer), Section 15.4 (relating to distribution upon termination or partialtermination of the Plan) and any other provision of this Plan to the contrary notwithstanding, it shall be impossible for any part of the Service Annuity Fundto be used for or diverted to any purpose not for the exclusive benefit of Participants and their Beneficiaries either by operation or termination of this Plan,power of amendment or other means. -100-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, Exelon Corporation has caused this instrument to be executed by its duly authorized officer on this day ofDecember, 2012. EXELON CORPORATIONBy Chief Human Resources Officer -101-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 1Items Included as Basic CompensationEffective on and after April 1, 1995, the payments to Participants which shall be included in “Basic Compensation” for purposes of subdivision (4) ofSection 2.1 of the Plan shall be as follows: 1.Regular earnings, 2.Nuclear license bonuses, and 3.Meter reader bonuses. 4.Payroll deductions for any commuter benefit offered to management employees pursuant to Section 132(f)(4) of the Code.In addition, to the extent they relate to but are not a part of regular earnings for a given period which otherwise have been used in calculating BasicCompensation, the following items shall be included in the determination of “Basic Compensation” for purposes of subdivision (4) of Section 2.1 of the Plan: 1.Payments for disability absences, 2.Back pay included that is not subject to FICA and any other back pay which is awarded to the Participant and pursuant to which award theParticipant is required to have such back pay included as Basic Compensation under the Plan, 3.Paid and unpaid absences, 4.Permissible rest period payments, 5.Credit for service by union officials on union business, 6.Payments allowed for military duty and 7.Credits allowed upon return from a military leave of absence.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 2Plans Included for Incentive PayPayments under the following plans shall be considered in determining a Participant’s Incentive Pay, as defined in subdivision (24) of Section 2.1 of thePlan: 1.the Unicom Corporation 1995 Variable Compensation Award for Management Employees Under the Unicom Corporation Long-Term IncentivePlan, 2.any annual incentive award provided under the Unicom Corporation Long Term Incentive Plan or any other successor or other plan that providesannual incentive awards to Participants; provided, however that awards payable under any such plans with respect to any period beginning on orafter January 1, 2001 to a Participant who is a member of IBEW Local Union 15 shall not be Incentive Pay for Plan purposes, 3.the Commonwealth Edison Pension Fund Management Incentive Pay Plan (effective January 1, 1993), 4.the Pension Fund Management Deferred Incentive Pay Plan (effective January 1, 1994), 5.the Commonwealth Edison Company Bulk Power Marketing Incentive Plan (effective April 1, 1994), 6.any variable pay plan negotiated by the Company with respect to its union Employees, and 7.Quarterly Incentive Awards paid to a management Employee pursuant to the Exelon Corporation Quarterly Incentive Award.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Supplement 1Early Retirement Window for Certain EmployeesThis Supplement 1 sets forth the early retirement benefits available to each “Eligible Participant” (as defined below) who is at least age 50 and hascompleted at least 5 years of Credited Service (after taking into account the grant of any “Service Equivalent” under Section II below) and who submits asigned election and waiver and release of claims to the Company no earlier than the date of the Eligible Participant’s “Termination Date” (as defined below), or,if later, 45 days after the Participant receives a summary of the benefits provided hereunder, on forms prescribed by the Company, electing one of the Optionsset forth below and waiving all employment-related claims against the Employers. I.Definitions. As used in this Supplement 1, the following words and phrases shall have the following respective meanings when capitalized unless thecontext clearly indicates otherwise: A.Cause. Willful commission of acts or omissions which have, have had, or are likely to have, a material adverse effect on the business,operations, financial condition or reputation of an Employer; or conviction (including a plea of guilty or nolo contendere) of a felony or anycrime of fraud, theft, dishonesty or moral turpitude. B.Eligible Participant. A Participant (i) whose employment with the Employers is terminated other than for Cause as a result of either (A) his or herEmployer’s restructuring related to the merger or pending merger of Unicom Corporation and PECO Energy or (B) the Participant’s rejection of anoffer of a Significant Transfer, (ii) who is notified that his or her Termination Date shall occur on or before December 31, 2002 and is eligible forthe normal retirement benefits or early retirement benefits set forth in this Supplement 1, (iii) who continues employment with the Employers untilthe Termination Date set forth in the Participant’s notification of eligibility (or until such earlier date permitted by the Employers) and who doesnot accept before such Termination Date (or, if later, the date the Eligible Employee’s waiver of claims becomes effective) another position withany Employer, Exelon Corporation or any of their respective affiliates and (iv) who maintains an acceptable level of performance during the periodending on his or her Termination Date. C.Service Equivalent. An amount equal to 12 months plus, if applicable, one additional week for each year of an Eligible Participant’s CreditedService in excess of 10; provided, however, that only that portion of the Service Equivalent necessary to satisfy the eligibility requirements for anearly retirement Service Annuity (granted under Section 5.3 or under the pension enhancement described in Section III B.2.b.) shall be taken intoaccount for purposes of determining the amount of an Eligible Participant’s early retirement Service Annuity.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. D.Significant Transfer. An offer of a position with Exelon Corporation or a transfer (between or within business units) that, in either case, results inone or more of the following; 1.an increase in the Participant’s one-way commuting distance of more than 50 miles; 2.a substantial change in the Participant’s major position responsibilities and duties (as determined by the head of the Participant’s businessunit); 3.a salary band for the Participant that is lower than the salary band for the Participant’s previous position; or 4.a reduction in the Participant’s annual base salary or hourly compensation rate, as applicable. E.Termination Date. The date on which an Eligible Participant’s Termination of Employment occurs. F.Week of Base Salary. In the case of an Eligible Participant who is a full-time Employee, a “Week of Base Salary” shall be determined by dividing(i) the Participant’s annual base salary in effect on the his or her Termination Date, excluding any additives, premiums or other adjustments, by(ii) 52. In the case of an Eligible Participant who is a part-time Employee, a “Week of Base Salary” shall equal the product of (i) his or hourlycompensation rate in effect on his or her Termination Date multiplied by (ii) the number of hours each week that such Participant is regularlyscheduled to work with an Employer. II.Grant of Service Equivalent. An Eligible Participant shall be granted a Service Equivalent only if, after addition of the Service Equivalent, theParticipant would become eligible for an early retirement Service Annuity under Section 5.3 or would be deemed to be age 50 with at least 5 years ofCredited Service. The Service Equivalent shall not be granted to a Participant if such Participant, as of his or her Termination Date, is eligible, withoutthe addition of the Service Equivalent, for an early retirement Service Annuity under Section 5.3 or, as of his or her Termination Date, he or she hasattained age 50 and has at least 5 years of Credited Service, unless in the latter case, the grant of the Service Equivalent would qualify the EligibleParticipant for an early retirement Service Annuity under Section 5.3 pursuant to Section IIIb hereof. III.Benefits. A.Eligible Participants who are Age 50 with at Least 10 Years of Credited Service. Notwithstanding anything contained in the Plan to the contrary, ifan Eligible Participant, after taking into account the Service Equivalent granted to such Eligible Participant under Section II hereof, is at least age50 on his or her Termination Date and has at least 10 years of Credit Service as of such date or would be deemed to be age 50 with at least 10years of Credited Service as of such date, such Eligible Participant shall be entitled to an early retirement Service Annuity under Section 5.3.Payment of the Eligible Participant’s early retirement ServiceSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Annuity under Section 5.3 shall commence at the time elected by the Eligible Participant, provided that the Eligible Participant has had aTermination of Employment and has attained at least age 50 (determined, for this purpose, by disregarding any Service Equivalent granted to theEligible Participant). Payment shall be made in any form provided under the Plan. B.Eligible Participants who are Age 50 with at Least 5, but Less than 10, Years of Credited Service. Notwithstanding anything contained in the Planto the contrary, if an Eligible Participant, after taking into account the Service Equivalent granted to such Eligible Participant under Section IIhereof, is at least age 50 on his or her Termination Date and has completed at least 5 but less than 10 years of Credited Service as of such date orwould be deemed to be age 50 with at least 5 but less than 10 years of Credited Service as of such date, such Eligible Participant shall be entitledto elect one of the following normal or early retirement benefit under the Plan: 1.Option 1—Unreduced Additional Benefit. An additional benefit equal to 52 weeks of Base Salary. An Eligible Participant may elect toreceive the additional benefit in the form of a lump sum distribution (which shall be paid in the same manner and subject to the termsprovided under Section 6.7) or in any other form provide under the Plan. An Eligible Participant who elects this Option 1 shall not beeligible for an early retirement Service Annuity under Section 5.3. 2.Option 2 – Reduced Additional Benefit and Pension Enhancement. An Eligible Participant who elects Option 2 shall be entitled to thefollowing two benefits: a.Reduced Additional Benefit. An additional benefit equal to 26 Weeks of Base Salary. An Eligible Participant may elect to receive theadditional benefit in the form of a lump sum distribution (which shall be paid in the same manner and subject to the terms providedunder Section 6.7) or in any other form provided under the Plan. b.Pension Enhancement. In lieu of a deferred Service Annuity under Section 5.7, a normal retirement Service Annuity underSection 5.2 or an early retirement Service Annuity under Section 5.3, using the Eligible Participant’s age and years of CreditedService (including any Service Equivalent granted to the Eligible Participant under Section II hereof) as of his or her TerminationDate (or, if later, the date that the Eligible Participant begins receiving his or her normal retirement Service Annuity underSection 5.2 or early retirement Service Annuity under Section 5.3). Payment of the Eligible Participant’s normal retirement or earlyretirement Service Annuity shall commence at the time elected by the Eligible Participant,Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. provided that the Eligible Participant has had a Termination of Employment and has attained at least age 50 or age 65, asapplicable (determined, for this purpose, by disregarding an Service Equivalent granted to the Eligible Participant). Payment shallbe made in any form provided under the Plan. C.Eligible Participants who are not Age 50 or who do not have at Least 5 Years of Credited Service. An Eligible Participant who, (after the additionof any Service Equivalent) as of his or her Termination Date, is not age 50 or does not have at least 5 years of Credited Service shall not beentitled to any benefits under this Supplement 1. D.Adjustments to Comply with Nondiscrimination Rules. If payment of the benefits described in this Supplement 1 to any Eligible Participant whois a “highly compensated employee,” as defined in section 414(q) of the Code would cause the Plan to fail any nondiscrimination requirements ofsection 401(a) of the Code, the benefits otherwise payable under this Supplement 1 shall be restricted in any manner determined by theAdministrator so as to permit the Plan to satisfy such nondiscrimination requirements.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit ATable BEarly Retirement Service FactorsApplicable Monthly Payments to Age 65The following factors shall be applied (a) to determine the reductions applicable to the early retirement Service Annuity of any Participant who isnot a member of IBEW Local Union 15, and whose Termination of Employment occurs on or after April 1, 1995, and (b) to determine thereductions applicable to the early retirement Service Annuity of any Participant who is a member of IBEW Local Union 15 and whoseTermination of Employment occurred after April 1, 1995 and before October 1, 1999: AGE 0 1 2 3 4 5 6 7 8 9 10 11 50 .7200 .7225 .7250 .7275 .7300 .7325 .7350 .7375 .7400 .7425 .7450 .7475 51 .7500 .7525 .7550 .7575 .7600 .7625 .7650 .7675 .7700 .7725 .7750 .7775 52 .7800 .7825 .7850 .7875 .7900 .7925 .7950 .7975 .8000 .8025 .8050 .8075 53 .8100 .8125 .8150 .8175 .8200 .8225 .8250 .8275 .8300 .8325 .8350 .8375 54 .8400 .8425 .8450 .8475 .8500 .8525 .8550 .8575 .8600 .8625 .8650 .8675 55 .8700 .8725 .8750 .8775 .8800 .8825 .8850 .8875 .8900 .8925 .8950 .8975 56 .9000 .9025 .9050 .9075 .9100 .9125 .9150 .9175 .9200 .9225 .9250 .9275 57 .9300 .9325 .9350 .9375 .9400 .9425 .9450 .9475 .9500 .9525 .9550 .9575 58 .9600 .9617 .9633 .9650 .9667 .9683 .9700 .9717 .9733 .9750 .9767 .9783 59 .9800 .9817 .9833 .9850 .9867 .9883 .9900 .9917 .9933 .9950 .9967 .9983 60 1.0000 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit BTable B1Early Retirement Service FactorsApplicable Monthly Payments to Age 65The following factors shall be applied to determine the reductions applicable to the early retirement Service Annuity of any Participant who is amember of IBEW Local Union 15 whose Termination of Employment occurs on or after October 1, 1999: AGE 0 1 2 3 4 5 6 7 8 9 10 11 50 .7900 .7925 .7950 .7975 .8000 .8025 .8050 .8075 .8100 .8125 .8150 .8175 51 .8200 .8225 .8250 .8275 .8300 .8325 .8350 .8375 .8400 .8425 .8450 .8475 52 .8500 .8525 .8550 .8575 .8600 .8625 .8650 .8675 .8700 .8725 .8750 .8775 53 .8800 .8825 .8850 .8875 .8900 .8925 .8950 .8975 .9000 .9025 .9050 .9075 54 .9100 .9125 .9150 .9175 .9200 .9225 .9250 .9275 .9300 .9325 .9350 .9375 55 .9400 .9425 .9450 .9475 .9500 .9525 .9550 .9575 .9600 .9625 .9650 .9675 56 .9700 .9725 .9750 .9775 .9800 .9825 .9850 .9875 .9900 .9925 .9950 .9975 57 1.0000 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit CTable B2Early Retirement Supplemental FactorsApplicable Monthly Payments to Age 65The following factors shall be applied (a) to determine supplemental monthly payments to age 65 for any Participant who is not a member ofIBEW Local Union 15 and whose Termination of Employment occurs on or after April 1, 1995, and (b) to determine the supplemental monthlypayments to age 65 for any participant who is a member of IBEW Local Union 15 whose Termination of Employment occurred after April 1, 1995and before October 1, 1999: AGE 0 1 2 3 4 5 6 7 8 9 10 11 50 .4200 .4175 .4150 .4125 .4100 .4075 .4050 .4025 .4000 .3975 .3950 .3925 51 .3900 .3875 .3850 .3825 .3800 .3775 .3750 .3725 .3700 .3675 .3650 .3625 52 .3600 .3575 .3550 .3525 .3500 .3475 .3450 .3425 .3400 .3375 .3350 .3325 53 .3300 .3275 .3260 .3225 .3200 .3175 .3150 .3125 .3100 .3075 .3050 .3025 54 .3000 .2975 .2950 .2925 .2900 .2875 .2850 .2825 .2800 .2775 .2760 .2725 55 .2700 .2675 .2650 .2625 .2600 .2575 .2550 .2525 .2500 .2475 .2450 .2425 56 .2400 .2375 .2350 .2325 .2300 .2275 .2250 .2225 .2200 .2175 .2150 .2125 57 .2100 .2075 .2050 .2025 .2000 .1975 .1950 .1925 .1900 .1875 .1850 .1825 58 .1800 .1775 .1750 .1725 .1700 .1675 .1650 .1625 .1600 .1575 .1550 .1525 59 .1500 .1479 .1458 .1438 .1417 .1396 .1375 .1354 .1333 .1313 .1292 .1271 60 .1250 .1229 .1208 .1188 .1167 .1146 .1125 .1104 .1083 .1063 .1042 .1021 61 .1000 .0979 .0958 .0938 .0917 .0896 .0875 .0854 .0833 .0813 .0792 .0771 62 .0750 .0729 .0708 .0688 .0667 .0646 .0625 .0604 .0583 .0563 .0542 .0521 63 .0500 .0479 .0458 .0438 .0417 .0396 .0375 .0354 .0333 .0313 .0292 .0271 64 .0250 .0229 .0208 .0188 .0167 .0146 .0125 .0104 .0083 .0063 .0042 .0021 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit DTable B3Early Retirement Supplemental FactorsApplicable Monthly Payments to Age 65The following factors shall be applied to determine the supplemental monthly payments to age 65 for any Participant who is a member of IBEWLocal Union 15 whose Termination of Employment occurs on or after October 1, 1999: AGE 0 1 2 3 4 5 6 7 8 9 10 11 50 .4100 .4075 .4050 .4025 .4000 .3975 .3950 .3925 .3900 .3875 .3850 .3825 51 .3800 .3775 .3750 .3725 .3700 .3675 .3650 .3625 .3600 .3575 .3550 .3525 52 .3500 .3475 .3450 .3425 .3400 .3375 .3350 .3325 .3300 .3275 .3250 .3225 53 .3200 .3175 .3150 .3125 .3100 .3075 .3050 .3025 .3000 .2975 .2950 .2925 54 .2900 .2875 .2850 .2825 .2800 .2775 .2750 .2725 .2700 .2675 .2650 .2625 55 .2600 .2575 .2550 .2525 .2500 .2475 .2450 .2425 .2400 .2375 .2350 .2325 56 .2300 .2275 .2250 .2225 .2200 .2175 .2150 .2125 .2100 .2075 .2050 .2025 57 .2000 .1979 .1958 .1938 .1917 .1896 .1875 .1854 .1833 .1803 .1782 .1761 58 .1750 .1729 .1708 .1688 .1667 .1646 .1625 .1604 .1583 .1563 .1542 .1521 59 .1500 .1479 .1458 .1438 .1417 .1396 .1375 .1354 .1333 .1313 .1292 .1271 60 .1250 .1229 .1208 .1188 .1167 .1146 .1125 .1104 .1083 .1063 .1042 .1021 61 .1000 .0979 .0958 .0938 .0917 .0896 .0875 .0854 .0833 .0813 .0792 .0771 62 .0750 .0729 .0708 .0688 .0667 .0646 .0625 .0604 .0583 .0563 .0542 .0521 63 .0500 .0479 .0458 .0438 .0417 .0396 .0375 .0354 .0333 .0313 .0292 .0271 64 .0250 .0229 .0208 .0188 .0167 .0146 .0125 .0104 .0083 .0063 .0042 .0021 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX BSERVICE ANNUITY PLANOFPECO ENERGY COMPANYUnder the Exelon Corporation Retirement ProgramAmended and Restated Effective January 1, 2013Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PARTICIPATION 11 ARTICLE III ACCRUAL OF BENEFITS 16 3.1 Accrued Benefit 16 3.2 Minimum Accrued Benefit 17 3.3 Application of Section 401(a)(17) Compensation Limit 18 3.4 Transferred Employees 19 3.5 Rehired Employees 19 ARTICLE IV. BENEFITS 19 4.1 Normal Retirement 19 4.2 Postponed Retirement 19 4.3 Early Retirement 20 4.4 Deferred Annuity 21 4.5 Disabled Eligible Employees 22 4.6 Maximum Annuity 22 4.7 Benefit Commencement Date 24 4.8 Post-Retirement Adjustment 24 4.9 Special Early Retirement Benefit 25 4.10 Minimum Annuity 26 4.11 Suspension of Benefits 26 4.12 Benefit Restrictions as a Result of Funding 27 4.13 Participant’s Death During Qualified Military Service 29 ARTICLE IVA. SPECIAL LIMITED DURATION EARLY RETIREMENT BENEFIT 29 4A.1 Eligibility 29 4A.2 Special Early Retirement Election 30 4A.3 Benefits 30 4A.4 Special Rules 32 ARTICLE IVB. NUCLEAR VOLUNTARY RETIREMENT INCENTIVE PLAN 33 4B.1 Eligibility 33 4B.2 Voluntary Early Retirement Election 33 4B.3 Benefits 33 4B.4 Special Rules 35 -i-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TABLE OF CONTENTS(continued) Page ARTICLE IVC. VOLUNTARY RETIREMENT INCENTIVE PROGRAM 35 4C.1 Eligibility 35 4C.2 Voluntary Early Retirement Election 36 4C.3 Benefits 38 4C.4 Special Rules 39 ARTICLE IVD. 1998 WORKFORCE REDUCTION PROGRAM 39 4D.1 Purpose 39 4D.2 Definitions 39 4D.3 Elections of the Retirement and Separation Benefits 43 4D.4 Computation of Retirement Benefits Under the Program 43 4D.5 Computation, Payment and Form of Separation Benefits Under the Program 43 ARTICLE IVE. MERGER SEPARATION PROGRAM 45 4E.1 Purpose 45 4E.2 Definitions 45 4E.3 Elections of the Retirement and Separation Benefits 49 4E.4 Computation of Retirement Benefits Under the Program 49 4E.5 Computation of Separation Benefits Under the Program 50 4E.6 Payment and Form of Annuities Under the Program 50 ARTICLE V. FORM OF PENSIONS 52 5.1 Unmarried Participants 52 5.2 Married Participants 52 5.3 Contingent Annuity Option 52 5.4 Death Benefits for Other Vested Participants 55 5.5 Notice to Participants 57 5.6 Cash-Outs 59 5.7 Spousal Consent. 59 5.8 Minimum Distribution Requirements 60 -ii-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TABLE OF CONTENTS(continued) Page 5.9 Application for Benefits 60 5.10 Direct Rollovers 60 5.11 Special Lump Sum Payment Option 61 ARTICLE VI. BREAKS IN SERVICE 64 ARTICLE VII. CONTRIBUTIONS 65 7.1 Contributions by the Company 65 7.2 Source of Benefits 66 ARTICLE VIII. ADMINISTRATION 66 8.1 The Administrator 66 8.2 The Investment Office 67 8.3 The Corporate Investment Committee 67 8.4 Status of Administrator, the Investment Office and the Corporate Investment Committee 68 8.5 Notice to Trustee of Members 68 8.6 Allocation of Responsibilities 68 8.7 General Governance 68 8.8 Indemnification 69 8.9 No Compensation 69 8.10 Employ of Counsel and Agents 69 8.11 Claims Procedures 69 8.12 Actuary to Be Employed 70 8.13 Funding Policy 70 8.14 Notices to Participants, Etc. 70 8.15 Notices to Employers or Administrator 70 8.16 Records 71 8.17 Responsibility to Advise Administrator of Current Address 71 8.18 Electronic Media 71 8.19 Correction of Error 71 8.20 Applicable Law 71 8.21 Statute of Limitations for Actions under the Plan 71 8.22 Forum for Legal Actions under the Plan 72 8.23 Legal Fees 72 -iii-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TABLE OF CONTENTS(continued) Page ARTICLE IX. AMENDMENT AND TERMINATION 72 9.1 Amendment 72 9.2 Termination 73 9.3 Limitation on Benefits 73 ARTICLE X. MISCELLANEOUS 74 10.1 Forfeitures 74 10.2 Mergers, Etc. 74 10.3 Nonalienation of Benefits 74 10.4 Effect on Employment 74 10.5 Facility of Payment 74 10.6 Lost Payees 74 10.7 Effective Date 75 10.8 Expenses 75 ARTICLE XI. TOP-HEAVY PROVISIONS 75 11.1 Definitions 75 11.2 Top-Heavy Operating Rules 77 ARTICLE XII. POST RETIREMENT HEALTH BENEFITS 78 12.1 Eligibility 78 12.2 Benefits Provided 78 12.3 Establishment of Accounts 79 12.4 Funding 79 -iv-Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SERVICE ANNUITY PLANOFPECO ENERGY COMPANYAs Amended and Restated Effective January 1, 2013The name of the plan set forth herein shall be the “Service Annuity Plan of PECO Energy Company” (the “Plan”). This Plan is an amendment and restatementof the Service Annuity Plan of PECO Energy Company as in effect on December 31, 2012 and, except as otherwise provided, shall apply to Employees whoseemployment is terminated on or after January 1, 2013 and to the beneficiaries of such Employees. The rights and benefits of Employees whose employmentterminates before January 1, 2013 and of the beneficiaries of such Employees shall be determined under the Service Annuity Plan of PECO Energy Companyas in effect at the time of such Employees’ termination, including any provisions of this Plan effective at such time; provided, however, that certainprovisions of Articles 4 and 9 (relating to limitations on benefits), certain provisions of Article 2 (relating to special participation and distribution rules relatingto recommencement of employment and employment by related entities), Article 8 (relating to administration), Article 9 (relating to amendment and terminationof the Plan) and Article 10 (relating to miscellaneous provisions) shall be effective for all such persons.ARTICLE I Definitions.Whenever used in this Plan:1.1 “Accrued Benefit” means the amount of pension payable in the form of a Single Life Annuity commencing on a Participant’s Normal RetirementDate (or, immediately, if the Participant has passed his Normal Retirement Date) accrued by a Participant under Article III as of the date of reference. AccruedBenefits shall only be payable in accordance with Articles IV and V.1.2 “Active Participant” means a Participant who is an Eligible Employee.1.3 “Actuarial Equivalent” means a benefit of equal actuarial value under the assumptions set forth in Appendix A.1.4 “Administrator” means the Company acting through its Vice President, Health & Benefits or such other person appointed pursuant to Section 8.1.1.5 “Affiliate” means, as of any time of reference: (a) any corporation included with the Company in a controlled group of corporations within themeaning of Section 414(b) of the Code, (b) any trade or business (whether or not incorporated) which is under common control with the Company within themeaning of Section 414(c) of the Code, (c) any member of any affiliated service group of which the Company is a member within the meaning ofSection 414(m) of the Code, and (d) any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code;provided, however, that for purposes of Section 4.6, when applying Sections 414(b) and (c) of the Code, the phrase “more than 50%” shall be substituted forthe phrase “at least 80%” each place it appears in Section 1563(a)(1) of the Code.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.6 “Age” means age on last birthday, except that an individual attains age 70-1/2 on the corresponding date in the sixth calendar month following themonth in which his seventieth birthday occurs (or the last day of such sixth month if there is no such corresponding date therein). Notwithstanding thepreceding sentence, solely for purposes of determining whether a Participant is eligible to elect the Contingent Annuity Option under Section 5.3, “Age” meansthe Participant’s age on his nearest birthday, rounding his actual age up or down as appropriate.1.7 “Benefit Accrual Computation Period” means the portion of a calendar year that begins on the latest of (a) January 1, (b) the date on which anEmployee becomes an Eligible Employee or (c) the date an Active Participant resumes work after receiving benefits under the Company’s Disabilitant Plan (orJune 1, 1992, for an Active Participant who is receiving benefits under the Company’s Disabilitant Plan on June 1, 1992) and ends on the earliest of(1) December 31, (2) the date an Employee ceases to be an Eligible Employee, (3) the date an Active Participant commences receiving benefits under theCompany’s Disabilitant Plan (except with respect to Participants described in the proviso to the penultimate sentence of Section 1.9(b)), (4) an Employee’sNormal Retirement Date (in the case of an Employee who does not complete an Hour of Service on or after January 1, 1988), or (5) the date of an Employee’sdeath.1.8 “Benefit Commencement Date” means, for any Participant, the date as of which his first periodic benefit payment or single sum payment is due.“Benefit Commencement Date” also means, with respect to a surviving Spouse or other beneficiary, the date on which the survivor’s benefit under Section 5.3or 5.4 commences to the surviving Spouse or other beneficiary.1.9 “Benefit Year” means a credit awarded as follows, subject to Article VI:(a) Each Employee as of December 31, 1975 shall be credited with a number of Benefit Years equal to his years of service under the Plan as ofthat date;(b) Each Active Participant shall be credited with one Benefit Year for each 12 month Benefit Accrual Computation Period after December 31,1975 during which he completes 1,000 or more Hours of Service and 1/12th of a Benefit Year for each month or part of a month of a Benefit AccrualComputation Period of less than 12 months during which his Hours of Service equal or exceed 83 1/3 times the number of full months in the period.Benefit Years are not credited with respect to any period during which an Active Participant is receiving benefits under the Company’s Disabilitant Plan;provided, however, that Benefit Years shall be credited to an Active Participant who is receiving benefits under the Company’s Disabilitant Plan onJune 1, 1992, with respect to any period after May 31, 1992 for which such benefits are received. Effective January 1, 2002, Benefit Years are creditedwith respect to any period following an Active Participant’s Separation from Service or absence on account of a disability for illness or accident duringwhich the Participant is eligible for and receiving benefits under any long-term disability benefit plan sponsored by the Company. 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) A Power Team Employee shall not receive credit for any Benefit Year that accrues while he is a Power Team Employee. Notwithstanding theforegoing, for the purposes of Section 5.3 only, a Power Team Employee shall be deemed to receive credit for Benefit Years to the extent such Power TeamEmployee otherwise would have earned such credit but for the provisions of this Section 1.9(c).(d) An EIS Senior Management Employee shall not receive credit for any Benefit Year, or portion of a Benefit Year, that accrues after October 31,1999, or the date on which such Participant becomes an EIS Senior Management Employee, if later, and the Benefit Accrual Computation Period forsuch Participant that would otherwise include such date shall end on such date. Notwithstanding the foregoing, for the purposes of Section 5.3 only, anEIS Senior Management Employee shall be deemed to receive credit for Benefit Years to the extent such EIS Senior Management Employee otherwisewould have earned such credit but for the provisions of this Section 1.9(d).(e) Notwithstanding the foregoing, for purposes of calculating a Participant’s Benefit Years, each period of Qualified Military Service served by aParticipant is, upon reemployment by the Company or an Affiliate within the time during which the Participant’s right to reemployment is protected byapplicable law, deemed to constitute service with the Company for such purposes.1.10 “CEG” means Constellation Energy Group, Inc. and any of its affiliates that was an affiliate immediately before the Effective Time (as such termis defined in the CEG Merger Agreement.)1.11 “CEG Merger Agreement” means that Agreement and Plan of Merger, dated as of April 28, 2011, by and among Exelon Corporation, BoltAcquisition Corporation and Constellation Energy Group, Inc.1.12 “Code” means the Internal Revenue Code of 1986, as amended, or any superseding provision of law.1.13 “Company” means, (i) prior to the Merger Date, PECO Energy Company, a Pennsylvania corporation (known prior to January 1, 1994 as the“Philadelphia Electric Company”), and any Affiliate of PECO Energy Company which adopts this Plan, and (ii) on and after the Merger Date, ExelonCorporation, PECO Energy Company, and any Affiliate of Exelon Corporation set forth on Appendix I which adopts this Plan either with respect to allEmployees or a particular group of Employees of such Affiliate. Appendix I shall be updated from time to time by the Company to reflect any such adoption,but the failure to so update such Appendix shall not affect the effectiveness of any such adoption. Such adoptions will be effective whether occurring before,on or after the Effective Date and whether or not reflected in Appendix I. 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.14 “Compensation” means:(a) for service prior to January 1, 1939 – normal full-time wages or salary at the established payroll rates;(b) for service subsequent to December 31, 1938 wages, salary, and any other remuneration actually paid or credited to the Employee inrecompense for his services as an Employee, including such amounts contributed at the direction of the Employee to the PECO Energy CompanyEmployee Savings Plan, the Exelon Corporation Employee Savings Plan, the PECO Energy Company Employees’ Section 125 Plan, the ExelonCorporation Benefits Contributions Options, the Exelon Corporation Flexible Benefits Program or, effective January 1, 2002, amounts contributed on apre-tax basis to a qualified transportation fringe benefit plan under Code Section 132(f)(4);(c) effective for plan years beginning on or after December 12, 1994, for purposes of subsection (b) above, a Participant’s Compensation shallinclude the Compensation that the Participant would have received during a period of Qualified Military Service (or, if the amount of suchCompensation is not reasonably certain, the Participant’s average earnings from the Company or an Affiliate for the twelve-month period immediatelypreceding the Participant’s period of Qualified Military Service); provided, however, that the Participant returns to work within the period during whichhis right to reemployment is protected by law.The remuneration of an Employee who is absent for the purposes described in one of Sections 1.22(a) through 1.22(e) shall be deemed to continue at his baserate in effect immediately prior to the start of his absence; provided, however, that no Compensation shall be imputed under this sentence for any period priorto June 1, 1992 during which the Employee is receiving benefits under the Company’s Disabilitant Plan. Effective January 1, 1990, Compensation shall notinclude any lump sum payment of an Employee’s vacation pay or sick pay, nor any severance payment made by the Company or an Affiliate or pursuant toany plan maintained by the Company or an Affiliate. Compensation shall include annual incentive award payments under the Exelon Corporation AnnualIncentive Award Program and quarterly incentive payments under the Exelon Corporation Quarterly Incentive Award Program payable with respect to yearsbeginning on or after January 1, 2002.Notwithstanding the foregoing, (i) Compensation for a Power Team Employee shall not include any Compensation earned while such Employee is a PowerTeam Employee; (ii) for an individual who retires after December 31, 1993 and prior to January 1, 1996, “Compensation” shall include all accruedvacation, accrued sick pay and severance payments for purposes of Section 3.1(a)(2) and 4C.3(a)(1)(A)(II); and (iii) Compensation for an EIS SeniorManagement Employee shall not include any Compensation earned after October 31, 1999 or the date on which such Participant becomes an EIS SeniorManagement Employee, if later.1.15 “Corporate Investment Committee” means the Company acting through the Committee consisting of the executives or other persons designated fromtime to time in the charter of such Committee. 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.16 “Covered Compensation” means, as of any date of reference, the average of the taxable wage base in effect under the Social Security Act, asamended, in each of the thirty-five (35) consecutive years ending with the year prior to such Plan Year; provided however, that (i) for any Participant who hasattained Age 65, “Covered Compensation” will at all times thereafter be “Covered Compensation” for the Plan Year in which the Participant attained Age 65,(ii) for any Participant who retires after December 31, 1993 and on or before January 1, 1995, Covered Compensation will be determined as of the year-end1993, and (iii) for any Participant who retires after December 31, 1994 and on or before January 1, 1996, Covered Compensation will be determined as ofyear-end 1994.1.12A “EIS” means Exelon Infrastructure Services, Inc.1.12B “EIS Senior Management Employee” means an Employee of PECO Energy Company who is assigned to perform services for EIS on a full-timebasis in a position that is eligible to participate in the EIS Long Term Incentive Plan.1.17 “Eligibility Computation Period” means, with respect to any Employee, the twelve-month period beginning on his Employment Date and allcalendar years beginning after his Employment Date.1.18 “Eligibility Year” means a credit awarded as follows, subject to Article VI:(a) Each Employee as of December 31, 1975, shall be credited with a number of Eligibility Years equal to the greater of:(1) one Eligibility Year for each full year of the Employee’s service as of that date under the Plan as then in effect; or(2) one Eligibility Year for each Eligibility Computation Period beginning before January 1, 1976, in which the Employee completed at least1,000 Hours of Service, disregarding any Eligibility Computation Period that would have been disregarded under Article VI if it had applied at thetime in question.(b) Each Employee shall be credited with one Eligibility Year for each Eligibility Computation Period beginning after December 31, 1975, inwhich he completes 1,000 or more Hours of Service.1.19 “Eligible Employee” means an Employee employed by the Company or on leave during a period of Qualified Military Service and, for the timeperiod beginning on the Merger Date, who (a) was an Eligible Employee prior to the Merger Date or (b) first becomes an Employee on or after the Merger Dateand is employed initially at a facility owned immediately before the Merger Date by PECO Energy Company or an Affiliate that was an Affiliate of PECOEnergy Company immediately before the Merger Date.Notwithstanding the foregoing, an Eligible Employee shall not include (i) an Employee who is employed by a joint venture in which the Company is a jointventurer, (ii) an Employee whose wages are subject to collective bargaining except to the extent a collective bargaining agreement 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.relating to him so provides, (iii) a probationary Employee, (iv) an Employee who is an Employee solely by reason of being a leased employee within themeaning of Section 414(n) or 414(o) of the Code, (v) an Employee who executes a written waiver of his right to participate in the Plan (vi) an individual who isan independent contractor or any other person who is not treated by the Company or an Affiliate as an Employee for the purposes of withholding federalemployment taxes, regardless of any contrary governmental or judicial determination relating to such employment status or tax withholding, (vii) on or after theEffective Time, an individual who was employed immediately prior to the Effective Time (as such term is defined in the CEG Merger Agreement) at CEG or afacility owned immediately before the Effective Time by CEG or (viii) an individual who is newly employed on or after the Effective Time (as such term isdefined in the CEG Merger Agreement) at a facility owned immediately before the Effective Time by CEG.Notwithstanding the foregoing, an Eligible Employee shall not include any Power Team Employee while he is a Power Team Employee, or any Employee of theExelon Generation Company, LLC Power Team division who is a participant in the Commonwealth Edison Company Service Annuity System.Notwithstanding the foregoing, effective October 31, 1999, an Eligible Employee shall not include any EIS Senior Management Employee. EIS SeniorManagement Employees hired on or after October 1, 1999 shall not be eligible to participate in the Plan.Notwithstanding anything herein to the contrary, subject to the provisions relating to rehired employees in Section 2.10, no Employee who was not aParticipant before January 1, 2001 shall be eligible to participate in the Plan after December 31, 2000.An Eligible Employee who transfers employment to the Exelon Generation Company, LLC Power Team division during 2003 shall remain an EligibleEmployee until December 31, 2003. An individual who has a benefit under this Plan and who transfers employment from the Exelon Generation, LLC PowerTeam division to a participating employer in this Plan shall not be an Eligible Employee prior to January 1, 2004.Notwithstanding anything contained herein to the contrary, an Eligible Employee shall not include an individual who has received a Special Lump SumPayment or an Immediately Commencing Annuity in accordance with Section 5.11.1.20 “Employee” means a person who is employed by the Company or an Affiliate or is absent under circumstances included in his Employment. Anindividual shall be deemed to be actively employed by the Company or an Affiliate if such individual is employed directly by the Company or an Affiliate oris a leased employee within the meaning of Section 414(n) or 414(o) of the Code with respect to whose services the Company or Affiliate is the recipient and towhom Section 414(n)(5) of the Code does not apply. An individual who receives a back pay award from the Company or an Affiliate shall be deemed to be anEmployee for the period for which back pay is awarded. An Employee shall cease to be such on his retirement, resignation, discharge, or death.Notwithstanding the foregoing, the term “Employee” shall not include independent contractors or any other persons who are not treated by the Employer asemployees for purposes of withholding federal employment taxes, regardless of any contrary governmental or judicial determination relating to suchemployment status or tax withholding. 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.21 “Employer” means the Company.1.22 “Employment” means active employment by the Company or an Affiliate. In addition, any of the following types of absence shall be counted asEmployment (on the same work schedule under which the Employee was employed by the Company or Affiliate immediately prior to the absence) if itimmediately follows a period of active employment with the Company or an Affiliate:(a) absence due to a period of Qualified Military Service, if the Employee resumes work with the Company or an Affiliate, following discharge,within the time specified by then applicable laws.(b) absence resulting from disability on account of illness or accident during which the Employee is eligible for and receives disability benefitsunder a disability benefit plan sponsored by the Company or an Affiliate.(c) absence which the Company or an Affiliate certifies was for good cause.(d) leave of absence granted by the Company or an Affiliate.(e) lay-off, if the Employee returns to work within such period as may be specified in the rules of the Company or Affiliate in effect at the time ofreference.(f) absence during which regular remuneration is paid.1.23 “Employment Date” means the day on which an Employee completes his first Hour of Service.1.24 “Fund” means the assets accumulated for purposes of the Plan.1.25 “Highly Compensated Employee” means, effective January 1, 2006, an Employee who performs services for the Company or an Affiliate duringthe current Plan Year who was:(a) an Employee who was, at any time during the current Plan Year or in the immediately preceding Plan Year, a 5% owner, as defined inSection 416(i)(1) of the Code; or(b) an Employee who, during the immediately preceding Plan Year, both (1) received compensation (as defined in Section 415(c)(3) of the Codeplus, for Plan Years beginning after December 31, 2000, amounts excluded from income under Section 132(f)(4) of the Code) from the Company or anAffiliate in excess of $80,000, as adjusted by the Secretary of the Treasury in accordance with Section 415(d) of the Code, and (2) was in the group ofemployees consisting of the top 20% of the employees of the Company and its Affiliates when ranked on the basis of compensation paid during thepreceding Plan Year. 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.26 “Hour of Service” means, for each Employee, a credit used to measure his service for various purposes under the Plan. Hours of Service arecredited as follows:(a) Each hour which is not included in a period described in Paragraph (b), below, but for which the Employee is directly or indirectly paid orentitled to payment by the Company or an Affiliate, for the performance of duties or otherwise, including back pay, without regard to mitigation ofdamages, shall count as one Hour of Service. Notwithstanding the preceding sentence, no Hours of Service shall be credited under this Paragraph (a) tothe extent such credit will cause the Employee to be credited with more than 501 Hours of Service (including Hours of Service credited under Paragraph(b)) with respect to any single continuous period during which the Employee performs no duties; provided, however, that this limit shall not apply inthe case of an award of back pay to the extent the award so specifies.(b) Each week of absence for Qualified Military Service from which the Employee returns to the Company or an Affiliate with legally protectedreemployment rights shall count as a number of Hours of Service determined under subsection (e) if the Employee was employed in a positiondesignated as full-time immediately before the period of Qualified Military Service or, if subsection (e) does not apply, a number of Hours of Serviceequal to the number of hours of work in the Employee’s customary week of work at the time the absence began.(c) Hours of Service for the performance of duties shall be credited to the Employee for the computation period or periods in which the services areperformed. Hours of Service for non-performance of duties shall be credited to the Employee for the computation period or computation periods in whichthe non-performance of duties occurs. Hours of Service for back pay shall be credited to the Employee for the computation period or computationperiods to which the award or agreement pertains rather than the computation period or periods in which it was made.(d) Solely for purposes of determining whether a One-Year Break in Service (as defined in Article VI) has occurred in an Eligibility ComputationPeriod or a Vesting Computation Period, an Employee who is absent from work for Maternity/Paternity Leave shall receive credit for the Hours ofService which would otherwise have been credited to such Employee but for such absence, or in any case in which such Hours of Service cannot bedetermined, eight Hours of Service per day of such absence. An Employee shall be credited with Hours of Service under this Paragraph (d) in thecomputation period in which the absence begins if necessary to prevent a Break in Service in that period, or, in all other cases, in the followingcomputation period.(e) An Employee who is employed by the Company or an Affiliate shall be credited with forty-five (45) Hours of Service for each week duringwhich he is otherwise entitled to be credited with at least one Hour of Service. Paragraphs (a)-(c) notwithstanding, Hours of Service shall be credited atleast as liberally as required by Department of Labor Regulation §2530.200b-2(b) and (c). 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(f) In the case of an Employee who is such solely by reason of service as a leased employee (within the meaning of Section 414(n) or 414(o) of theCode), Hours of Service shall be credited as if such Employee were employed and paid with respect to such service (or with respect to any relatedabsences or entitlement) by the Company or the Affiliate that is the recipient thereof.1.27 “Investment Office” means the Company acting through the Exelon Investment Office.1.28 “Maternity/Paternity Leave” means, for any Employee, an absence:(a) by reason of the Employee’s pregnancy;(b) by reason of the birth of the child of the Employee;(c) by reason of placement of the child with the Employee in connection with the adoption of such child by the Employee; or(d) for purposes of caring for such child for a period immediately following such birth or placement.1.22A “Merger Date” means the effective date of the merger of Unicom Corporation with and into Exelon Corporation.1.29 “Normal Retirement Date” means, for each Employee, the first day of the calendar month coincident with or next following the date he attains Age65, except that the Normal Retirement Date of an Employee who becomes an Active Participant in the Plan after attaining Age 60 shall be the first day of thecalendar month coincident with or next following the fifth anniversary of the date on which the Employee became an Active Participant.1.30 “Participant” means (a) an Eligible Employee who has become an Active Participant under Article II, and (b) a former Active Participant whoseAccrued Benefit and Benefit Years have not been canceled under Section 6.2 or have been restored under Section 6.5. An individual shall cease to be aParticipant upon the date the individual is no longer eligible to receive a benefit from this Plan (including, without limitation, upon his or her receipt of aSpecial Lump Sum Payment as defined in Section 5.11).1.31 “Plan” means the Service Annuity Plan set forth herein, provided that, on and after January 1, 1994, the Plan shall be known as the “ServiceAnnuity Plan of PECO Energy Company” and on and after January 1, 2003, the Plan shall be known as the “Service Annuity Plan of PECO EnergyCompany under the Exelon Corporation Retirement Program.”1.32 “Plan Year” means a calendar year after 1975. The Plan Year shall be the limitation year for purposes of computing limitations on contributions,benefits and allocations. 9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.26A “Power Team Employee” means an Employee who is employed by the Exelon Generation Company, LLC Power Team division or its successor,and (i) who was not eligible to participate in the Plan before January 1, 2001, or (ii) who was eligible to participate in the Plan before January 1, 2001 but iseligible to participate in the performance share award program for Power Team employees under the Exelon Corporation Long Term Incentive Plan or anypredecessor or successor incentive compensation program applicable to employees of the Power Team division. An Employee who is described in clause (ii) ofthe preceding sentence will be a Power Team Employee only during the period in which he satisfies clause (ii).1.33 “Qualified Joint and Survivor Annuity” means the form of pension benefit described in this Section. Under a Qualified Joint and SurvivorAnnuity payments begin on the date provided in Article IV and continue until the first day of the month following the month in which the Participant’s deathoccurs. On the first day of the second month following the month of the Participant’s death, payments in an amount equal to 50% of the amount payable to theParticipant begin to his surviving Spouse, but only if the Spouse was married to the Participant on the Participant’s Benefit Commencement Date. Suchpayments to the Spouse shall end on the first day of the month following the month in which the Spouse’s death occurs. The anticipated payments under aQualified Joint and Survivor Annuity shall be the Actuarial Equivalent of a pension in the form of a Single Life Annuity in the amount set forth in Article IV.1.27A “Qualified Military Service” means any service in the uniformed services (as defined in chapter 43 of title 38, United States Code) where theParticipant’s right to reemployment is protected by law.1.34 “Required Beginning Date” means April 1 of the calendar year following the later of (a) the calendar year in which the Participant attains Age 70-1/2; or (b) in the case of a Participant who is not a 5% owner (within the meaning of Section 416(i) of the Code), the calendar year in which the Participant’sSeparation from Service occurs. Notwithstanding the foregoing, a Participant who is not a 5% owner (as defined above), reached age 70-1/2 in 1999 or 2000,and has not incurred a Separation from Service may elect April 1, 2000 or April 1, 2001, respectively, as his Required Beginning Date.1.35 “Separation from Service” means the termination of an Employee’s status as an Employee or any absence of an Employee in Employment which isnot described in Section 1.22.1.36 “Single Life Annuity” means a form of pension benefit under which payments begin on the date provided in Article IV and end on the first day ofthe month following the month in which the Participant’s death occurs.1.37 “Social Security Retirement Age” means (a) for any individual born before January 1, 1938, Age 65, (b) for any individual born afterDecember 31, 1937, but before January 1, 1955, Age 66, or (c) for any individual born after December 31, 1954, Age 67.1.38 “Spouse” means the individual who is a husband or wife of a Participant as the result of a legal union between one man and one woman, within themeaning of the Defense of Marriage Act. 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.39 “TXU Participant” means a Participant who participated in the TXU Pension Plan immediately prior to the closing date of the acquisition of TXUby the company and whose benefit under the TXU Pension Plan was determined using the final average pay formula (and not the cash balance plan formula).1.40 “Vesting Computation Period” means a calendar year.1.41 “Vesting Year” means a credit awarded as follows, subject to Article VI:(a) Each Employee as of December 31, 1975, shall be credited with a number of Vesting Years equal to his years of service (with fractionsrounded to the next full year) under the Plan as in effect on that date.(b) Each Employee shall be credited with one Vesting Year for each Vesting Computation Period after 1975 in which he completes 1,000 or moreHours of Service.(c) If an Employee is credited with an Eligibility Year for an Eligibility Computation Period that overlaps two Vesting Computation Periods, but heis not credited with a Vesting Year for either of those Vesting Computation Periods, the Employee shall be credited with one Vesting Year. An Employeemay have only one Vesting Year to his credit under this Paragraph at any time.(d) An Employee shall be deemed to have completed a Vesting Year when he completes his one-thousandth Hour of Service in the relevant VestingComputation Period.1.42 The masculine gender shall include the feminine.ARTICLE II Participation.2.1 Each Eligible Employee who is covered by the Plan as of December 31, 1975 shall be an Active Participant as of January 1, 1976.2.2 Each other Eligible Employee shall become an Active Participant on the later of January 1, 1976 or January 1 of the first Eligibility ComputationPeriod in which he completes 1,000 Hours of Service.2.3 If a former Eligible Employee is not an Eligible Employee on the date on which he would otherwise become an Active Participant under Section 2.2,he shall not then become an Active Participant but shall become an Active Participant on the first day thereafter on which he is an Eligible Employee, providedthat if he has a Separation from Service before becoming an Active Participant, Section 6.4 shall apply.2.4 Participation Freeze for Power Team Employees. Notwithstanding the foregoing, all participation in the Plan by Power Team Employees shall befrozen as of the date the Employee becomes a Power Team Employee. 11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2.5 Participation Freeze for EIS Senior Management Employees. Notwithstanding the foregoing, all participation in the Plan by EIS Senior ManagementEmployees shall be frozen as of October 31, 1999, or the date such Participant becomes an EIS Senior Management Employee, if later, and no Employee whois an EIS Senior Management Employee shall be eligible to become a Participant in the Plan after October 31, 1999.2.6 Participation Freeze for all Employees after December 31, 2000. Notwithstanding anything herein to the contrary, but subject to the provisions ofSection 2.10 or 2.11, no Employee who is not a Participant on December 31, 2000 shall be eligible to participate in the Plan after December 31, 2000.2.7 Transfer of Employment to or Reemployment in Positions Eligible for Participation in the Plan or the Commonwealth Edison Company ServiceAnnuity System by Certain Individuals Who Were Participants in Such a Plan on December 31, 2000. If a Participant who was a Participant on December 31,2000 transfers employment to or is reemployed by the Company or an Affiliate in a job classification with respect to which similarly situated employees of theCompany or Affiliate are not eligible to participate in the Plan but are instead eligible to participate in the Commonwealth Edison Company Service AnnuitySystem (or would be so eligible but for their election to participate in the Exelon Corporation Cash Balance Pension Plan), then such individual shall uponsuch transfer or reemployment remain a Participant in the Plan and shall not participate in the Commonwealth Edison Company Service Annuity System. If aparticipant in the Commonwealth Edison Company Service Annuity System who was a participant in such plan on December 31, 2000 transfers employmentto or is reemployed by the Company or an Affiliate in a management job classification with respect to which similarly situated employees of the Company orAffiliate are eligible to participate in the Plan (or would be so eligible but for their election to participate in the Exelon Corporation Cash Balance Pension Plan),then such individual shall upon such transfer or reemployment remain a participant in the Commonwealth Edison Company Service Annuity System andshall not participate in the Plan.2.8 Pension Choice Election.(a) In General. Each Participant who is, as of January 1, 2002, an Eligible Employee shall be permitted to elect, in the time and manner prescribedby the Administrator, to either (i) continue participating in the Plan on and after January 1, 2002 or (ii) cease participating in the Plan as ofDecember 31, 2001 and begin participating in the Exelon Corporation Cash Balance Pension Plan as of January 1, 2002. Each Eligible Employee whoelects to continue participating in the Plan or who is offered and fails to make any such election shall continue to be a Participant as of January 1, 2002.Each Eligible Employee who elects to participate in the Exelon Corporation Cash Balance Pension Plan in lieu of participation in this Plan shall ceaseparticipation in the Plan as of December 31, 2001 and shall not be entitled to any benefit under the Plan, unless such Participant receives a notification(the “Notice”) from the Company that his employment with the Company and the Affiliates will be terminated on or before December 31, 2002 and thatsuch Participant is eligible for benefits under Article IVE of the Plan or any severance plan maintained by the Company or an Affiliate. An EligibleEmployee who receives a Notice shall continue to be a Participant in the Plan until his Separation from 12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Service, notwithstanding such Eligible Employee’s election to participate in the Exelon Corporation Cash Balance Pension Plan. An Eligible Employee(i) who receives a Notice, but whose employment does not terminate on or before December 31, 2002, or (ii) whose employment terminates beforeDecember 31, 2002 without the Employee receiving a Notice, shall cease participation in the Plan as of December 31, 2001 if such Employee elects, inthe time and manner prescribed by the Administrator, to participate in the Exelon Corporation Cash Balance Pension Plan.Effective as of January 1, 2004, each Eligible Employee who (i) was eligible to participate in the Plan as of December 31, 2000, (ii) ceases to be aPower Team Employee as of January 1, 2004 because such Eligible Employee is no longer eligible to participate in the performance share award programfor Power Team employees under the Exelon Corporation Long Term Incentive Plan and (iii) did not previously make a valid election pursuant to thepreceding paragraph shall be permitted to elect, in the time and manner prescribed by the Committee, to either (i) participate in the Exelon CorporationCash Balance Pension Plan in lieu of this Plan as of January 1, 2004 or (ii) continue or resume participation in the Plan as of January 1, 2004. Eachsuch Eligible Employee who affirmatively elects to continue or resume participation in this Plan in lieu of participation in the Exelon Corporation CashBalance Pension Plan shall continue or resume participation in this Plan as of January 1, 2004.(b) Transfer of Benefits and Assets to Cash Balance Pension Plan. If an Eligible Employee described in paragraph (a) above elects to participate inthe Exelon Corporation Cash Balance Pension Plan in lieu of participating in the Plan, the Employee’s pension, determined as of December 31, 2001, orDecember 31, 2003, as the case may be, based on the Employee’s Benefit Years, Compensation and average annual base salary as of such date, shall betransferred to the Exelon Corporation Cash Balance Pension Plan, and such Employee shall not accrue any additional benefit under the Plan. An amountof assets that is equal to the present value of the Participant’s pension described in the preceding sentence, determined using the methods andassumptions prescribed by Section 4044 of ERISA, shall also be transferred to the Exelon Corporation Cash Balance Pension Plan. Such transfer ofbenefits and assets related thereto shall occur as soon as administratively practicable after the Eligible Employee makes the election described inparagraph (a) above. In the event that an Eligible Employee whose pension and related assets are transferred to the Exelon Corporation Cash BalancePension Plan receives a Notice and has a Separation from Service on or before December 31, 2002, the pension and related assets that were transferred tothe Exelon Corporation Cash Balance Pension Plan shall be transferred back to the Plan and the amount of the pension benefit accrued by suchEmployee during 2002 (if any) shall be determined under the terms of this Plan rather than the Exelon Corporation Cash Balance Pension Plan. Suchtransfer shall occur as soon as administratively practicable.2.9 Cessation of Participation. An individual’s participation in the Plan shall cease upon the first to occur of (i) the date the individual is no longereligible to receive a benefit from this Plan or (ii) the individual’s Separation from Service if the individual has not completed at least five Vesting Years uponthe date of his Separation from Service. 13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2.10 Rehire of Employees. The following rules shall apply to an Eligible Employee who is rehired by the Company after a Separation from Service andprior to commencing his pension or any benefits under the Exelon Corporation Cash Balance Pension Plan, as applicable:(a) Rehire Date Before Absence of 5 Consecutive One-Year Breaks in Service. If an Employee terminates employment and is later rehired by theCompany before having an absence from employment with the Company and the Affiliates of five consecutive One-Year Breaks in Service, then either:(1) if such Employee was a Participant on the date his employment terminated, such Employee shall be a Participant in the Plan as of his rehire date ifhe is then an Eligible Employee, or (2) if such Employee was not a Participant on the date his employment terminated, such Employee shall not be anEligible Employee and shall not become a Participant. Notwithstanding clause (1) of the preceding sentence, if an Eligible Employee described in thepreceding sentence was not at any time permitted to make the election described in Section 2.8(a) or was permitted to make such election and elected toparticipate in the Exelon Corporation Cash Balance Pension Plan but such election was not given effect as a result of such Employee’s Separation fromService, such Eligible Employee shall be permitted to elect, in the time and manner prescribed by the Administrator, to either (1) participate in the Planas of his rehire date or (2) participate in the Exelon Corporation Cash Balance Pension Plan at the time prescribed therein and have his pension andrelated assets transferred to such plan in the manner described in Section 2.8(b).(b) Rehire Date After Absence of at Least 5 Consecutive One-Year Breaks in Service. If an Employee terminates employment with the Companyand the Affiliates and the Employee was not a Participant or was a Participant who did not have a vested pension as of the date his employmentterminated, and such Employee is rehired by the Company after having an absence from employment with the Company and the Affiliates of at leastfive consecutive One-Year Breaks in Service, such Employee shall not be an Eligible Employee and shall not become a Participant upon such rehire. If aParticipant with a vested pension terminates employment with the Company and the Affiliates and the Participant is rehired after having an absencefrom employment with the Company and the Affiliates of at least five consecutive One-Year Breaks in Service, such Participant shall remain aParticipant upon his rehire. Notwithstanding the preceding sentence if a Participant described in the preceding sentence was not at any time permitted tomake the election described in Section 2.8(a), or was permitted to make such election and elected to participate in the Exelon Corporation Cash BalancePension Plan but such election was not given effect as a result of such Employee’s Separation from Service, such Eligible Employee shall be permitted toelect, in the time and manner prescribed by the Administrator, to either (1) participate in the Plan as of his rehire date or (2) participate in the ExelonCorporation Cash Balance Pension Plan at the time prescribed therein and have his pension and related assets transferred to such plan in the mannerdescribed in Section 2.8(b). 14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) Circumstances Permitting Commencement of Pension. Notwithstanding anything contained herein to the contrary, if a Participant terminatesemployment and is reemployed as an Employee under circumstances that satisfy the applicable conditions for continuation of payment of retirementbenefits set forth in the Company’s policy regarding the rehiring or retirees, such Participant may elect to commence his pension during such period ofreemployment if he is otherwise eligible to commence such pension.(d) Rehire After Receipt of Benefit Under Section 5.11. Notwithstanding anything contained herein to the contrary, an Employee who isreemployed by an Employer after December 1, 2012 and has received a Special Lump Sum Payment or an Immediately Commencing Annuity inaccordance with Section 5.11 shall not be eligible to become a Participant pursuant to this Article 2.2.11 Change in Employment Status or Transfer to Affiliate. Except as otherwise provided herein, if an Employee who was a Participant transfersemployment to or is reemployed by an Employer or an Affiliate in a job classification with respect to which similarly situated employees of such Employer orAffiliate are not eligible to participate in the Plan but are instead either eligible to participate in another plan maintained by such Employer or Affiliate or are noteligible to participate in any plan, then such individual shall upon such transfer or reemployment participate in the plan, if any, determined pursuant to rulesestablished by the Company, which rules may be set forth in a Supplement hereto.2.12 Certain Rehired Employees. Notwithstanding anything contained herein to the contrary, no Employee who has received a Special Lump SumPayment or an Immediately Commencing Annuity in accordance with Section 5.11 shall be eligible to become a Participant pursuant to this Article 2.2.13 Transfer of Employment to or from Facilities formerly Owned by CEG. Effective as of the Effective Time (as such term is defined in the CEGMerger Agreement), if a Participant who was a Participant on or prior to the Effective Time transfers employment to or is reemployed by an Employer or anAffiliate in a job classification with respect to which similarly situated employees of such Employer or Affiliate are not eligible to participate in the Plan but areinstead eligible to participate in a Company Benefit Plan (as such term is defined in the Merger Agreement) that is intended to be a defined benefit pension planqualified under Section 401(a) of the Code (each such plan, a “CEG Pension Plan”) , then such individual shall upon such transfer or reemployment remain aParticipant in the Plan and shall not participate in the CEG Pension Plan. If a participant in the CEG Pension Plan who was a participant in such plan on orprior to the Effective Time transfers employment to or is reemployed by an Employer or an Affiliate in a job classification with respect to which similarlysituated employees of such Employer or Affiliate are not eligible to participate in such plan but are instead eligible to participate in the Plan, then suchindividual shall upon such transfer or reemployment remain a participant in the CEG Pension Plan and shall not participate in the Plan. 15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE III Accrual of Benefits.3.1 Accrued Benefit. Except as otherwise provided in this Article or in Article VI, each Participant shall have an Accrued Benefit equal to one-twelfth ofthe greater of:(a) The sum of (1) 2% of his average annual Compensation during the period of his service, if any, between January 1, 1930 and December 31,1938, inclusive, multiplied by his Benefit Years before January 1, 1939, and (2) 2% of his aggregate Compensation for employment as an EligibleEmployee after December 31, 1938, or(b) The sum of (1) a percentage of his average annual base salary plus, after December 31, 2001, amounts earned (whether paid in the current orsubsequent period) under the Exelon Corporation Annual Incentive Award Program for Management Employees, and the Exelon Corporation QuarterlyIncentive Award Program (but excluding amounts earned under any other business or group incentive or bonus programs) during his 60 consecutivemonths of employment with the Company that yield the highest twelve month average equal to 5% plus 1.2% for each of his first forty Benefit Years,and (2) 0.35% of such highest average in excess of Covered Compensation as of the date of reference, multiplied by his Benefit Years (up to a maximumof 14%). (For the purposes of this Paragraph (b), (A) employment during the most recent 5 years shall include absences which are included inEmployment, except an absence prior to June 1, 1992 during which an Employee receives benefits under the Company’s Disabilitant Plan, and theaverage annual base salary of an Employee on an included absence shall be calculated as if his base salary continued during any period of such absencefor which he did not receive compensation, such salary to be that in effect when such period began, adjusted for increases applicable to his jobclassification which occur prior to the end of such period, (B) with respect to a Participant who is employed by the Company for less than 60-consecutive months, the Participant’s average annual base salary shall be determined by averaging the Participant’s annual base salary for each calendaryear in which the Participant was at any time an Employee, determined as if the Participant had remained an Employee for the entire year, provided,that, if there are more than 5 such calendar years, the 5 years which result in the highest average will be used, (C) for purposes of determiningconsecutive months of employment, months in which the Participant performs no services, other than months for which salary is imputed under(A) above, shall be disregarded, (D) annual base salary shall be determined prior to reduction by amounts contributed at the direction of the Employee tothe PECO Energy Company Employee Savings Plan, the Exelon Corporation Employee Savings Plan, the PECO Energy Company Employees’Section 125 Plan, the Exelon Corporation Benefits Contributions Options, the Exelon Corporation Flexible Benefits Program, or for Plan Yearsbeginning after December 31, 2001, amounts contributed to a qualified transportation fringe benefit plan under Section 132(f)(4) of the Code,(E) effective January 1, 1990, a Participant’s annual base salary shall not include any lump sum payment of his accrued vacation pay or sick pay, norany severance payment made by the Company or an Affiliate or pursuant to any plan maintained by the Company or any Affiliate), (F) effectiveJanuary 1, 1996 for purposes of calculating average annual base salary, any raise received during the month shall be deemed to have been received onthe first of such month and (G) amounts earned under the Exelon Corporation Annual Incentive Award Program for Management Employees and theExelon Corporation Quarterly Incentive Award Program shall be credited for the period such amounts are earned, regardless of when such amounts areactually paid). 16Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A Participant’s Accrued Benefit, however, shall not be less than the largest early retirement benefit that he could at any time elect to receive under the Plan. Forpurposes of the preceding sentence, the early retirement benefit that a Participant may elect to receive at any time of reference is the monthly annuity which,assuming he had a Separation from Service on the date of reference, would be payable to him in the form of a Single Life Annuity beginning as of the later ofthe day ten years prior to his Normal Retirement Date or the first day of the month following the date of reference.Notwithstanding the foregoing, the Accrued Benefit of a Power Team Employee shall be frozen as of the date the Employee becomes a Power Team Employeeand no Power Team Employee shall earn any additional Accrued Benefit under the Plan while the Employee is a Power Team Employee. The calculation of thebenefit of a Power Team Employee under subsection (a) and (b) shall be made without regard to any Compensation, annual base salary or earnings attributableto any period while the Employee is a Power Team Employee.Notwithstanding the foregoing, an EIS Senior Management Employee’s Accrued Benefit shall be frozen as of October 31, 1999, or the date such Participantbecomes an EIS Senior Management Employee, if later, and no EIS Senior Management Employee shall earn any additional Accrued Benefit under the Planafter such date. The calculation of an EIS Senior Management Employee’s benefit under subsection (a) and (b) shall be made without regard to anyCompensation, annual base salary or earnings attributable to any period after October 31, 1999, or the date such Participant becomes an EIS SeniorManagement Employee, if later.Notwithstanding the foregoing provisions of this Section 3.1, the Accrued Benefit for a TXU Participant shall be equal to the greater of (1) such Participant’saccrued benefit under the TXU Pension Plan immediately prior to the closing date of the acquisition of TXU by the Company, and (2) such Participant’sAccrued Benefit determined under subsection (b) above, calculated by including compensation earned by the Participant while he was employed by TXU tothe extent such compensation would have been included under subsection (b) if TXU had been part of the Company during the relevant time period and byincluding the years of service that were credited to the Participant under the TXU Pension Plan immediately prior to the closing date of the acquisition of TXUby the Company.3.2 Minimum Accrued Benefit. Except as provided in Section 6.5:(a) as a result of the imposition of the $200,000 cap on compensation under Section 401(a)(17) of the Code effective January 1, 1989 pursuant toSection 3.3, the Accrued Benefit of a Section 401(a)(17) Employee determined as of any date on or after January 1, 1989 and prior to January 1, 1994shall not be less than the sum of:(1) his Accrued Benefit determined as of December 31, 1988 under the provisions of the Plan as in effect through December 31, 1988; plus(2) the Participant’s Accrued Benefit determined under Section 3.1 based on the Participant’s Benefit Years earned on and after January 1,1989 and before January 1, 1994; 17Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) as a result of the reduction of the $200,000 cap on compensation under Section 401(a)(17) of the Code to $150,000 effective January 1, 1994pursuant to Section 3.3, the Accrued Benefit of a Section 401(a)(17) Employee determined as of any date on or after January 1, 1994 shall not be lessthan the sum of:(3) his Accrued Benefit under Section 3.1 as of December 31, 1993 or, to the extent applicable, his Accrued Benefit under Section 3.2(a) asof December 31, 1993, if greater, determined in each case under the provisions of the Plan as in effect through December 31, 1993; provided,however, that, notwithstanding any provision of the Plan to the contrary, base salary for any determination period (as defined in Section 3.3) thatis taken into account in determining an Employee’s average annual base salary as of December 31, 1993 shall be subject to the Section 401(a)(17)Compensation Limit (as defined in Section 3.3) in effect for 1993; plus(4) the Participant’s Accrued Benefit determined under Section 3.1 based on the Participant’s Benefit Years earned on and after January 1,1994.For purposes of Section 3.2(a), a ‘Section 401(a)(17) Employee’ means an Eligible Employee who completes an Hour of Service on or after January 1,1989 and whose Accrued Benefit as of a date on or after January 1, 1989 and prior to January 1, 1994 is based on annual Compensation or basesalary for a determination period (as defined in Section 3.3) beginning prior to January 1, 1989 that exceeds $200,000. For purposes of Section 3.2(b), a‘Section 401(a)(17) Employee’ means an Eligible Employee who completes an Hour of Service on or after January 1, 1994 and whose Accrued Benefitas of a date on or after January 1, 1994 is based on annual Compensation or base salary for a determination period (as defined in Section 3.3) beginningprior to January 1, 1994 that exceeds $150,000.3.3 Application of Section 401(a)(17) Compensation Limit. Annual Compensation taken into account for purposes of Section 3.1(a) (and Articles IVA,IVB and IVC) and annual base salary taken into account for purposes of Section 3.1(b) (and Articles IVA, IVB and IVC) shall not exceed $200,000($150,000, effective January 1, 1994), or such other amount as may be applicable under Code Section 401(a)(17) (the ‘Section 401(a)(17) CompensationLimit’). Except as provided below, the Section 401(a)(17) Compensation Limit in effect for a calendar year applies to any period, not exceeding 12 months,over which Compensation or base salary is determined (‘determination period’) and which begins in such calendar year. Annual base salary for anydetermination period beginning prior to 1989 that is taken into account in determining an Employee’s average annual base salary for purposes of determiningthe Employee’s Accrued Benefit as of a date on or after January 1, 1989 but prior to January 1, 1994 shall be subject to the Section 401(a)(17) CompensationLimit in effect for 1989. Annual base salary for any determination period beginning prior to 1994 that is taken into account in determining an Employee’saverage annual base salary for purposes of determining the Employee’s Accrued Benefit as of a date on or after January 1, 1994 shall be subject to theSection 401(a)(17) Compensation Limit in effect for 1994. 18Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If a determination period consists of fewer than 12 months, the Section 401(a)(17) Compensation Limit will be multiplied by a fraction, the numeratorof which is the number of months in the determination period, and the denominator of which is 12. For Plan Years beginning before January 1, 1997, thefamily aggregation rules of Sections 401(a)(17)(A) of the Code, as in effect on December 31, 1996, shall apply.3.4 Transferred Employees. The Accrued Benefit of a Participant who has ceased to be an Eligible Employee but who is still an Employee shall becalculated on the basis of his Compensation, average annual base salary, Benefit Years, and the formula in effect under this Article III as of the last date onwhich he is an Eligible Employee.3.5 Rehired Employees. A Participant who is reemployed as an Employee and who continues, or commences, his pension payments during the period ofhis reemployment shall, as required to continue pension payments in accordance with the Company’s policy regarding the rehiring of retirees, waiveparticipation in, or additional benefits and accruals under the Plan and accordingly, shall not be entitled to accrue any additional benefits under the Planduring his period of reemployment.ARTICLE IV. Benefits.4.1 Normal Retirement. If an Active Participant has not already become vested pursuant to Section 4.4, he shall become fully vested in his AccruedBenefit when he attains Age 65, or, if later, upon the fifth anniversary of the date upon which he first became an Active Participant and may retire on hisNormal Retirement Date. Upon retiring, the Participant shall be entitled to a monthly annuity that begins as of the first day of the month following the monthin which his Normal Retirement Date occurs and is equal to his Accrued Benefit.4.2 Postponed Retirement.(a) An employee may continue in service after his Normal Retirement Date. Except as provided in Section 4.11, an Active Participant whocontinues in service after his Normal Retirement Date shall receive an annuity commencing as of the first day of the month following actual retirement,or as of his Required Beginning Date, if earlier. Such annuity shall be based upon service, Compensation, average annual base salary and CoveredCompensation measured as of the date he retires or his Required Beginning Date, whichever applies, and the benefit formula under Section 3.1 in effectas of such date. Effective as of January 1, 2000, the annuity for an Employee whose Retirement Beginning Date is April 1 of the calendar year followingthe year in which he incurs a Separation from Service shall include an Actuarial Equivalent adjustment to reflect commencement of payments afterApril 1 following the calendar year in which he attained age 70 1⁄2. The Actuarial Equivalent adjustment described in the preceding sentence shall bemade to Participant’s Accrued Benefit as of each December 31 following his Required Beginning Date and preceding his Separation from Service, withthe last such adjustment made as of his Separation from Service, and for each such year or portion of a year, shall reduce (but not below zero) anyincrease in the Participant’s Accrued Benefit for the year or portion of a year attributable to Benefit Years, Compensation, annual base salary, or changesin Covered Compensation for that year or portion of a year. 19Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Notwithstanding Paragraph (a), effective January 1, 1994, an executive shall continue as an Employee after his Normal Retirement Date onlywith the consent of the Company or an Affiliate. For purposes of this Paragraph (b), an “executive” means a Participant who:(1) Is (A) bona fide executive as defined in Title 29 Code of Federal Regulations §§541.1 and 1625.12 or (B) employed in a high policymaking position in the Company or an Affiliate within the meaning of Title 29 Code of Federal Regulations §1625.12;(2) Has attained Age 65;(3) Has been in a position described in Paragraph (1) for the two-year period immediately prior to his retirement; and(4) Is entitled to an immediate vested annual retirement pension, commencing at Age 65 (or retirement, if later), from all employee pension,profit sharing, savings and deferred compensation plans sponsored by the Company and all Affiliates which equals, in the aggregate, at least$44,000 (or such other amount as may be prescribed pursuant to Title 29 Code of Federal Regulations §541.1 from time to time). In calculatingthe annual retirement pension, (A) all benefits shall be adjusted in accordance with regulations prescribed by the Equal Employment OpportunityCommission so that the benefit is the equivalent of a Single Life Annuity (with no ancillary benefits) under a plan to which employees do notcontribute and under which no rollover contributions have been made and (B) there shall be excluded from the calculation of the retirementpension amounts attributable to Social Security, employee contributions, contributions of prior employers, rollover contributions, andcontributions described in Code §402(e)(3).(a) If a Participant’s Benefit Commencement Date precedes his actual retirement, the pension payable to the Participant shall be determined as ofthe December 31 preceding his Benefit Commencement Date and adjusted as of January 1 in each calendar year following his Benefit CommencementDate, with the final adjustment to be made as of the date of his actual retirement. Such annual adjustment shall include any increase (but not anydecrease) in the Participant’s Accrued Benefit, determined in accordance with Article III, as a result of additional Benefit Years and Compensation andchanges to average annual base salary, since the Participant’s Benefit Commencement Date or the last such annual adjustment, whichever applies.4.3 Early Retirement.(a) Effective August 1, 2000, an Active Participant who terminates after he has attained Age 50 and has to his credit at least 10 Vesting Years mayretire and shall upon so retiring be entitled to a monthly annuity that begins, at his election, as of the first day of the month following his retirement or asof the first day of any subsequent 20Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.month, but not after the first month following his Normal Retirement Date. Such election may be made no earlier than 90 days prior to the BenefitCommencement Date elected by the Participant and in no event earlier than the date on which the Participant receives the notice described inSection 5.5(a). The amount of the annuity under this Subsection 4.3(a) shall be equal to the Participant’s Accrued Benefit determined as of his BenefitCommencement Date reduced as follows: Attained Age at BenefitCommencement Date ReductionFactor 64–60 1.00 59 0.98 58 0.96 57 0.93 56 0.90 55 0.87 54 0.84 53 0.81 52 0.78 51 0.75 50 0.72 Notwithstanding the foregoing provisions of this subsection (a), effective January 1, 2002, there shall be no reduction to the Accrued Benefit of anActive Participant who is an hourly, nonexempt Eligible Employee and who has attained age 59 at the time of his Benefit Commencement Date.(b) Notwithstanding any other provision of the Plan to the contrary, a Participant who has ceased to be an Active Participant because he is an EISSenior Management Employee, or because he has ceased to be an Employee of the Company and has thereupon become an Employee of EIS, shallcontinue to be treated as an Active Participant for purposes of this Section 4.3 and, effective January 1, 2002, Section 5.3, but not for any otherprovision of the Plan, so long as (i) he continuously remains an Employee of EIS or a wholly owned subsidiary of EIS and (ii) EIS continuouslyremains an Affiliate.(c) Notwithstanding any other provision of the Plan to the contrary, a Participant who has ceased to be an Eligible Employee and ActiveParticipant because he is a Power Team Employee, shall continue to be treated as an Active Participant for purposes of this Section 4.3 and, effectiveDecember 31, 1996, Section 5.3, but not for any other provision of the Plan, so long as he continuously remains a Power Team Employee.4.4 Deferred Annuity. Effective as of August 1, 2000, any Participant who has a Separation from Service prior to satisfying the requirements forretirement under Sections 4.1-4.3 but at a time when he has to his credit at least five Vesting Years shall upon his Separation from Service be entitled to receivea monthly annuity that begins as of the first day of the month 21Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.following his Normal Retirement Date and is equal to his Accrued Benefit determined as of his Separation from Service. Alternatively, a Participant describedin the preceding sentence may, at his election, receive a monthly annuity that begins as of the first day of the month following his fiftieth birthday or, at hisoption, on the first day of any month thereafter but not after the first month following his Normal Retirement Date that is equal to the Actuarial Equivalent ofthe Participant’s Accrued Benefit determined as of his Separation from Service. Any election of a Benefit Commencement Date prior to Normal Retirement Datemade under this Section may be made no earlier than 90 days prior to the Benefit Commencement Date elected by the Participant and in no event earlier thanthe date on which the Participant receives the notice described in Section 5.5(a).4.5 Disabled Eligible Employees. A Participant who has become disabled within the meaning of the Company’s Disabilitant benefit plans while anEligible Employee shall continue to be credited with Benefit Years and Vesting Years during his period of Disabilitant to the extent set forth in Sections 1.7(relating to Benefit Accrual Computation Period), 1.9 (relating to Benefit Year), 1.22 (relating to Employment) and 1.40 (relating to Vesting Service). If adisabled Participant has met the requirements to receive a pension under any Section of this Article IV (determined as if his Separation from Service hadoccurred on the date of reference), such Participant may elect as his Benefit Commencement Date any date as may be provided under the applicable Section. Ifa disabled Participant continues to be credited with Benefit Years after his Benefit Commencement Date, the amount of annuity payable to the Participant shallbe determined as of his Benefit Commencement Date and shall be adjusted annually as of January 1 in each calendar year following his BenefitCommencement Date, up to and including the January 1 next following the date the disabled Participant ceases to be credited with Benefit Years. Such annualadjustment shall include any increase (but not any decrease) in the Participant’s Accrued Benefit, determined in accordance with Article III, as a result ofadditional Benefit Years and Compensation and changes to average annual base salary, since the Participant’s Benefit Commencement Date or the last suchannual adjustment, whichever applies. In addition, such annual adjustment shall be reduced (but not below zero) by the Actuarial Equivalent of any benefitpaid to the Participant since his Benefit Commencement Date during any period (a) prior to Normal Retirement Date or (b) after Normal Retirement Date thatwould have constituted “Section 202(a)(3)(B) Service” under Title 29 Code of Federal Regulations §2530.203-3(c)(1), to the extent not previously taken intoaccount under this Section; provided, however, that the amount, if any, of the benefits paid to the Participant which exceeds the amount the Participant wouldhave received if distribution had been made in the normal form of benefits described in Section 5.1 or 5.2(a), whichever applies to the Participant, shall bedisregarded in determining the Actuarial Equivalent of such benefits for purposes of the reduction described in this sentence.4.6 Maximum Annuity. Notwithstanding any other provision of the Plan to the contrary, the amount of the Participant’s annual benefit (as definedbelow) accrued, distributed or payable at any time under the Plan shall be limited to an amount such that such annual benefit and the aggregate annual benefitof the Participant under all other defined benefit plans maintained by the Employer or any other Affiliate does not exceed the lesser of:(i) $160,000 (as increased to reflect the cost of living adjustments provided under Section 415(d) of the Code), multiplied by a fraction (notexceeding 1 and not less than 1/10th), the numerator of which is the Participant’s years of participation (within the meaning of Treas. Reg. § 1.415(b)-1(g)(1)(ii)) and the denominator of which is 10; or. 22Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) an amount equal to 100% of the Participant’s average compensation for the 3 consecutive calendar years in which his compensation was thehighest (as determined in accordance with Treas. Reg. § 1.415(b)-1(a)(5)) and which are included in his years of service (within the meaning of Treas.Reg. § 1.415(b)-1(g)(2)(ii)) with the Employers multiplied by a fraction (not exceeding 1 and not less than 1/10th), the numerator of which is theParticipant’s years of service with the Employers and the denominator of which is 10.The dollar amount set forth in clause (i) of the preceding paragraph shall be actuarially reduced in accordance with Treas. Reg. § 1.415(b)-1(d) ifpension benefits commence prior to the Participant’s attainment of age 62. If a Participant’s pension benefit payments commence after the Participant’sattainment of age 65, such dollar amount shall be actuarially increased in accordance with Treas. Reg. § 1.415(b)-1(e).A Participant’s “annual benefit” shall mean the Participant’s accrued benefit payable annually in the form of a straight life annuity, as determined in,and accordance with, Treas. Reg. § 1.415(b)-1(b). If the annual benefit is payable in a form other than a single life annuity, the annual benefit shall beadjusted to the Actuarial Equivalent of a single life annuity using the assumptions of the following sentences; provided, however, that no adjustment shall berequired for survivor benefits payable to a surviving Spouse under a Qualified Joint and Survivor Annuity (as described in Section 5.2) to the extent suchbenefits would not be payable if the Participant’s annual benefit were paid in another form.Effective for Plan Years beginning January 1, 2004 and January 1, 2005, for any form of benefit subject to Section 417(e)(3) of the Code, aParticipant’s annual benefit shall be the greater of (i) the amount computed using the interest rate and mortality table used to determine actuarial equivalenceunder the Plan and (ii) the amount computed using an interest rate assumption of 5.5% and the applicable mortality table under Treas. Reg. § 1.417(e)-1(d)(2)(the “Applicable Mortality Table”). Effective for Plan Years beginning on or after January 1, 2006, for any form of benefit subject to Section 417(e)(3) of theCode, a Participant’s annual benefit shall be the greatest of (i) the amount computed using the interest rate and mortality table used to determine actuarialequivalence under the Plan, (ii) the amount computed using an interest rate assumption of 5.5% and the Applicable Mortality Table and (iii) the amountcomputed using the applicable interest rate under Treas. Reg. § 1.417(e)-1(d)(3) and the Applicable Mortality Table, divided by 1.05. Effective for Plan Yearsbeginning on or after January 1, 2006, for any form of benefit not subject to Section 417(e)(3) of the Code, a Participant’s annual benefit shall be determinedin accordance with Treas. Reg. § 1.415(b)-1(c). An individual’s “annual benefit” under any other defined benefit plan maintained by the Employer andAffiliate shall be as determined pursuant to the provisions of Section 415 of the Code and the regulations issued thereunder the terms of such plan. 23Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the foregoing provisions of this Section, the limitation provided by this Section shall not apply to a Participant who has not atany time participated in a defined contribution plan maintained by any Employer and whose annual benefit under the Plan does not exceed $10,000 multipliedby a fraction (not exceeding 1 and not less than 1/10th) the numerator of which is the Participant’s years of service (within the meaning of Treas. Reg. §1.415(b)-1(g)(2)(ii)) and the denominator of which is 10.For purposes of this Section, the term “compensation” shall have the meaning set forth in Section 415(c)(3) of the Code and the applicableRegulations, the term “defined contribution plan” shall have the meaning set forth in Treas. Reg. § 1.415(c)-1(a)(2), the term “defined benefit plan” shall havethe meaning set forth in Treas. Reg. § 1.415(b)-1(a)(2) and the term “Employer” shall include the Employers and all corporations and entities required to beaggregated with any of the Employers pursuant to Section 414(b) and (c) of the Code as modified by Section 415(h) of the Code. Section 415 of the Code andthe Regulations thereunder are hereby incorporated by reference.4.7 Benefit Commencement Date. Unless the Participant elects otherwise, the pension to which he is entitled under this Article IV or Articles IVA or IVBshall begin within sixty days of the close of the Plan Year in which falls the later of his Normal Retirement Date or his Separation from Service. The failure ofthe Participant to apply for his benefit pursuant to Section 5.9 by the date prescribed in the preceding sentence shall be deemed an election to defer payment toa later date. Notwithstanding the above, payment of such pension shall begin no later than a Participant’s Required Beginning Date, or the first day of themonth following the date the Participant first becomes entitled to such pension, if later.4.8 Post-Retirement Adjustment.(a) Commencing with installments due September 1, 1978, benefit payments to Participants who retired under Sections 4.1, 4.2 or 4.3, orcorresponding prior Sections, prior to January 1, 1978 and their Contingent Annuity Option beneficiaries are increased by 2% for each calendar year ofretirement to a maximum of 4%.(b) Commencing with installments due September 1, 1980, benefit payments to Participants who retired under the foregoing provisions of thePlan prior to January 1, 1980 and their Contingent Annuity Option beneficiaries are increased by 3% for each calendar year of retirement to a maximumof 6%.(c) Commencing with installments due September 1, 1982, benefit payments to Participants who retired under the foregoing provisions of thePlan prior to January 1, 1982 and their Contingent Annuity Option beneficiaries are increased by 3% for each calendar year of retirement to a maximumof 6%.(d) Commencing with installments due September 1, 1984, benefit payments to Participants who retired under the foregoing provisions of thePlan prior to January 1, 1984, and their Contingent Annuity Option beneficiaries are increased by 2% for each calendar year of retirement to amaximum of 4%. 24Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(e) Commencing with installments due September 1, 1986, benefit payments to Participants who retired under the foregoing provisions of thePlan prior to January 1, 1986, and their Contingent Annuity Option beneficiaries are increased by 2% for each calendar year of retirement to amaximum of 4%.(f) Commencing with installments due February 1, 1991, benefit payments to:(1) Participants who retired under Section 4.1, 4.2 or 4.3 of the Plan (or corresponding prior Sections) prior to January 1, 1990;(2) Contingent Annuity Option beneficiaries of deceased Participants who died or retired under the foregoing provisions prior to January 1,1990;(3) Qualified Joint and Survivor Annuity beneficiaries of deceased Participants who retired under the foregoing provisions prior toJanuary 1, 1990; and(4) surviving Spouses receiving benefits under Section 5.4 due to the death of a Participant while an Active Participant prior to January 1,1990, are increased by a factor of 3/4 of 1% multiplied by the difference obtained by subtracting the Participant’s year of retirement or death, asappropriate, from 1990. A Participant or beneficiary described in this Paragraph (f) may irrevocably elect to waive this increase in benefitpayments by written notice to the Company made no later than 60 days after the Participant or beneficiary is first notified of the increase by theCompany.(g) Commencing with installments due February 1, 1997, benefit payments to Participants who retired under the foregoing provisions of the Planprior to January 1, 1994, and Contingent Annuity Option beneficiaries of deceased Participants who died or retired under the foregoing provisions of thePlan prior to January 1, 1994, are increased by fifty dollars ($50) per month.(h) Commencing with installments due January 1, 2000, benefit payments to Participants who retired under the foregoing provisions of the Planprior to January 1, 1994, and Contingent Annuity Option beneficiaries of deceased Participants who died or retired under the foregoing provisions of thePlan prior to January 1, 1994, are increased by fifty dollars ($50) per month.4.9 Special Early Retirement Benefit. The annuity (and any Contingent Annuity Option benefit) of a Participant who retires under the early retirementprovisions of Section 4.3 between February 1, 1978 and June 1, 1978, inclusive, shall be computed without the 4% per year reduction described in the lastsentence of Section 4.3. In addition, the monthly benefit paid to such a Participant (but not the benefit to any Contingent Annuity Option beneficiary) shall besupplemented by a monthly payment equal to the Social Security old age insurance benefit to which the Participant would be entitled at Age 65 based onearnings received as an Employee of the Company, assuming he has no wages for Social Security purposes after his retirement and there is no change in theSocial Security law or rates subsequent to his retirement. The supplemental benefit described in the preceding sentence shall end with the payment on the firstday of the month preceding the month in which the Participant first receives (or could have 25Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.received if he had applied) Social Security old age insurance benefits unreduced on account of age, or with the payment last preceding the Participant’s death,if earlier. The special benefits described in this Section shall also be paid with respect to a Participant who elects early retirement during the period February 1,1978 through June 1, 1978, inclusive, but whose actual retirement is postponed at the request of the Company in order to provide for personnel replacementand training.4.10 Minimum Annuity. The annuity of a Participant who retires or has retired under Sections 4.1, 4.2 or 4.3, or corresponding prior Sections regardlessof the form of his benefit under Article V, and who is not at any time a Highly Compensated Employee, shall not be less than $150 per month.4.11 Suspension of Benefits. With respect to any Participant whose employment by the Company or an Affiliate continues past his Normal RetirementDate, or who is receiving benefits under the Plan and again becomes an Employee, the following rules shall apply:(a) If the reemployed Participant has not reached his Normal Retirement Date, his pension shall be suspended and recomputed under the Planupon his subsequent Separation from Service.(b) If the Participant has reached his Normal Retirement Date, for each calendar month or for each four or five week payroll period ending in acalendar month during which the Participant either completes forty or more Hours of Service (counting each day of Employment as five Hours ofService), or receives payment for any such Hours of Service performed on each of eight or more days or separate work shifts in such month or payrollperiod, (referred to herein as “Suspension Service”) no pension payment shall be made, and no adjustment to the Participant’s pension shall be made onaccount of such non-payment. No payment shall be withheld pursuant to this Paragraph (b) until the Employee is notified by personal delivery or firstclass mail during the first calendar month or payroll period in which payments are suspended that his benefits are suspended. Such notification shallcontain a description of the specific reasons why benefit payments are being suspended, a general description of the Plan provisions relating to thesuspension of payments and a copy of such provisions (or a reference to the relevant pages of the summary plan description providing suchinformation), and a statement to the effect that applicable Department of Labor Regulations may be found in Section 2530.203-3 of the Code of FederalRegulations. In addition, the suspension notification shall inform the Employee of the Plan’s procedure for affording a review of the suspension ofbenefits.(c) The pension of a reemployed Participant whose benefits were suspended under this Section 4.11 shall begin again no later than the earlier of(1) the first day of the third month following the month in which the Participant first fails to satisfy the service requirements described in Paragraph(b) or has a Separation from Service or (2) his Required Beginning Date. The resumed pension shall be recalculated to reflect Compensation, averageannual base salary and Benefit Years earned under the Plan as in effect during such period of reemployment and shall be reduced by the 26Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Actuarial Equivalent of any payment received by the Employee under the Plan prior to his Normal Retirement Date; provided, however, that in no eventshall the Participant’s monthly pension payable in the form of a single life annuity when reemployment ends be less than the monthly pension that waspayable to the Participant in the form of a single life annuity prior to his period of reemployment. The full amount of the resumed pension shall be paidin the form determined pursuant to Article V at the time payments are resumed, without regard to the form of payment in effect for the Participant priorto his reemployment. The pension of any Participant whose employment continued past his Normal Retirement Date (and whose benefits are notsuspended because of employment as described in Paragraph (b)) shall be paid pursuant to Section 4.2.(d) Notwithstanding the foregoing provisions of this Section 4.11, a Participant who received a pension while the Participant worked for LindenChapel Corporation (formerly known as VSI Group, Inc., a Maryland corporation) before the assets of Linden Chapel Corporation (formerly known asVSI Group, Inc., a Maryland corporation) were acquired by EIS or its Affiliate, shall not have his pension suspended under this Section 4.11 solely asa result of the acquisition of the assets of Linden Chapel Corporation (formerly known as VSI Group, Inc., a Maryland corporation) by EIS or itsAffiliate, so long as the Participant remains continuously employed thereafter by the Company or an Affiliate. Notwithstanding the foregoing provisionsof this Section 4.11, this Section 4.11 shall not apply to a Participant who is reemployed by an Affiliated Company that does not maintain a definedbenefit pension plan.(e) Notwithstanding the foregoing provisions of this Section 4.11, a reemployed Participant who is employed under circumstances that satisfy theapplicable conditions for continuation of payment of retirement benefits set forth in the Company’s policy regarding the rehiring of retirees shall not havehis pension suspended under this Section 4.11 nor shall such reemployed Participant be prohibited from commencing his pension if he is otherwiseeligible to commence such pension.4.12. Benefit Restrictions as a Result of Funding. (a) Notwithstanding any provision of the Plan to the contrary, the following benefit restrictions shallapply if the Plan’s “Adjusted Funding Target Attainment Percentage” (the “AFTAP”), as defined in Section 436(j) of the Code, is at or below the followinglevels.(i) If the Plan’s AFTAP is 60% or greater but less than 80% for a Plan Year, the Plan shall not pay any prohibited payment (as defined inSection 4.12(a)(iv)) after the valuation date for the Plan Year to the extent the amount of the payment exceeds the lesser of (x) 50% of the amount ofthe payment which could be made without regard to the restrictions under this subsection 4.13 and (y) the present value (determined pursuant toguidance prescribed by the Pension Benefit Guaranty Corporation, using the interest and mortality assumptions under Section 417(e) of the Code)of the maximum guarantee with respect to the Participant under Section 4022 of ERISA. Notwithstanding the preceding sentence, only one suchprohibited payment may be made with respect to any Participant during any period of consecutive Plan Years to which the limitations under eitherclause (x) or (y) of the preceding sentence apply. For purposes of this Section 4.12(a)(i), a Participant, his beneficiary and any alternate payee (asdefined in Section 414(p)(8) of the Code) shall be deemed a single “Participant.” 27Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) If the Plan’s AFTAP is less than 60% for a Plan Year, the Plan shall not pay any prohibited payment after the valuation date for the PlanYear.(iii) During any period in which the Company is a debtor in a case under Title 11, United States Code (or similar federal or state law), thePlan shall not make any prohibited payment. The preceding sentence shall not apply on or after the date on which the Plan’s enrolled actuarycertifies that the AFTAP is not less than 100%.(iv) For purposes of this Section 4.12(a), the term “prohibited payment” means (x) any payment, in excess of the monthly amount paidunder a single life annuity (plus any social security supplements described in the last sentence of Section 411(a)(9) of the Code) to a Participant orbeneficiary whose annuity starting date (as defined in Section 417(f)(2) of the Code and any regulations promulgated thereunder) occurs duringany period a limitation under Section 4.12(a)(ii) or (iii) is in effect, (y) any payment for the purchase of an irrevocable commitment from aninsurer to pay benefits or (z) any other payment specified by the Secretary of the Treasury by regulations.(b) In any Plan Year in which the Plan’s AFTAP for such Plan Year is less than 60%, benefit accruals under the Plan shall cease as of thevaluation date for the Plan Year. This restriction shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, uponpayment by the Company of a contribution (in addition to any minimum required contribution under Section 430 of the Code) equal to the amountsufficient to result in an AFTAP of 60%.(c) No amendment which has the effect of increasing Plan liabilities by reason of increases in benefits, establishment of new benefits, changingthe rate of benefit accruals or the rate at which benefits become nonforfeitable shall take effect during any Plan Year if the Plan’s AFTAP for such PlanYear is less than 80% or would be less than 80% after taking into account such amendment; provided, however, that the preceding restriction shall notapply to an amendment which provides for an increase in benefits under a formula which is not based on a Participant’s compensation if the rate ofsuch increase is not in excess of the contemporaneous rate of increase in average wages of Participants covered by the amendment; and provided,further, that such restriction shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year (or if later, the effective dateof the amendment), upon payment by the Company of a contribution as described in Section 436(c)(2) of the Code. 28Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(d) The Plan shall not provide an unpredictable contingent event benefit payable with respect to any event occurring during any Plan Year if theAFTAP for such Plan Year is less than 60% or would be less than 60% after taking into account such occurrence; provided, however, such restrictionshall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Company of a contribution asdescribed in Section 436(b)(2) of the Code. For purposes of this Section 4.12(d), the term “unpredictable contingent event benefit” means any benefitpayable solely by reason of a plant shutdown (or similar event, as determined by the Secretary of the Treasury), or any event other than the attainmentof any age, performance of any service, receipt or derivation of any compensation, or occurrence of death or disability.(e) To avoid benefit restrictions, the Company may take any action permitted by Section 436 of the Code and the regulations promulgatedthereunder.(f) The provisions of this Section 4.12 are intended to comply with Section 436 of the Code and any regulations promulgated thereunder, andshall be construed to comply therewith.4.13. Participant’s Death During Qualified Military Service. Effective January 1, 2007, in the case of a Participant who dies while performing QualifiedMilitary Service, the Beneficiaries of such Participant shall be entitled to any additional benefits, if any (other than benefit accruals relating to the period ofQualified Military Service), provided under the Plan had the Participant resumed employment with an Employer and then terminated such employment onaccount of such Participant’s death.ARTICLE IVA. Special Limited Duration Early Retirement Benefit.4A.1 Eligibility.(a) The special limited duration early retirement benefit described in Section 4A.3 shall be available to any Active Participant who:(1) as of December 31, 1990, has attained Age 50 and has to his credit at least five Benefit Years; and(2) makes a Special Early Retirement Election in accordance with the provisions of Section 4A.2 and does not withdraw such Election on orbefore September 15, 1990 as provided in Section 4A.2(b).(b) The Accrued Benefit of an Active Participant who satisfies the requirements of Paragraph (a)(1) above and who dies after July 14, 1990, butbefore September 16, 1990, shall be calculated under Section 4A.3 as of the date of his death for purposes of determining any death benefit payable onbehalf of the Participant pursuant to Section 5.3 or 5.4, notwithstanding his failure to satisfy the requirement of Paragraph (a)(2) above. 29Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4A.2 Special Early Retirement Election.(a) for the purposes of this Article, a “Special Early Retirement Election” is a written election that:(1) is submitted to the Plan Administrator on or after July 15, 1990 and on or before September 15, 1990; and(2) that indicates the Active Participant’s intent to retire from employment with the Company:(A) if the Active Participant elects to participate in the Company’s Service Completion Plan, on his “Service Completion Date” (asdefined in Section 4A.4(c)(2) below); or(B) if the Active Participant does not elect to participate in the Company’s Service Completion Plan, on August 1,1990, September 1, 1990, or October 1, 1990;provided, however, that the election described in Section 4A.2(a)(2)(A) shall not be available to an Active Participant described in Section 4A.4(c)(1)(B).(b) An Active Participant’s Special Early Retirement Election shall become irrevocable as of September 15, 1990 if it has not been withdrawn bythe Active Participant on or before such date.4A.3 Benefits. Notwithstanding anything to the contrary contained in the Plan, each Active Participant who satisfies the requirements of Section 4A.1shall be entitled to retire on the following terms:(a) (1) Notwithstanding the provisions of Section 3.1, each Active Participant who satisfies the requirements of Section 4A.1 shall have anAccrued Benefit equal to one-twelfth of the greater of:(A) the sum of (i) 2% of his average annual Compensation during the period of his service, if any, between January 1, 1930 andDecember 31, 1938, inclusive, multiplied by his Benefit Years before January 1, 1939, and (ii) 2% of his aggregate Compensation foremployment after December 31, 1938, or(B) the sum of (i) a percentage of his average annual base salary during his 60 consecutive months of employment with theCompany that yield the highest twelve month average equal to 5%, plus 1.2% multiplied by the sum of five plus his number of BenefitYears determined as of his Separation from Service (to a maximum of 45), and (ii) 0.35% of such highest average annual base salary inexcess of Covered Compensation as of the date of reference, multiplied by his Benefit Years (up to a maximum of 14%); 30Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) Notwithstanding the above, the Accrued Benefit of an Active Participant who satisfies the requirements of Section 4A.1 shall not exceedthe maximum amount permissible under Sections 401(l) and 415 of the Code when such limitations are applied as follows:(A) The limitations of Sections 401(l) and 415 shall be applied in the following order of priority: (I) prior to August 3, 1992, theten-year phase-in limitation applicable to changes in the benefit structure under Section 415(b)(1)(5)(D) of the Code; (II) the limitations onthe maximum excess allowance applicable when unreduced benefits are payable prior to social security retirement age as described underSection 401(l)(5)(F)(i) of the Code; and (III) the limitation described in Section 415(b)(1) of the Code;(B) The ten-year phase-in limitation described in Subsection (A)(I) above shall apply to changes in benefits resulting from thecrediting of five additional Benefit Years under Section 4A.3(a)(1)(B)(I); provided, however, that such limitation shall cease to apply onand after August 3, 1992;(C) The limitations on the maximum excess allowance described in Subsection (A)(II) above shall apply only to such Participantswho are Highly Compensated Employees at any time after 1989 and prior to Separation from Service; and(D) For purposes of the limitations described in Subsections (A)(I) and (A)(III) above, the following actuarial assumptions shall beused to determine adjusted limitations for Participants whose benefit payments commence prior to Age 55: (I) 5% interest; and (II) the1971 Forecast Mortality Table with a one-year age rating.(3) For the purposes of Section 4A.3(a)(1)(B) above:(A) employment during the most recent five years shall include absences which are included in Employment, except an absenceduring which an Employee receives benefits under the Company’s Disabilitant Plan, and the average annual base salary of an Employeeon an included absence shall be calculated as if his base salary continued during any period of such absence for which he did not receiveCompensation, such salary to be that in effect when such period began, adjusted for increases applicable to his job classification whichoccur prior to the end of such period;(B) for any 12-consecutive-month period taken into account in determining a Participant’s average annual base salary, aParticipant’s annual base salary shall not exceed $200,000 (or such other amount as may apply under Section 401(a)(17) of the Code forthe calendar year in which the last of such 12-consecutive-month periods ends.) In determining annual base salary, the family aggregationrules of Section 401(a)(17)(A) of the Code, as in effect prior to January 1, 1997, shall apply.(C) a Participant’s annual base salary shall not include any lump sum payment of accrued vacation or sick pay, nor any severancepayment made by the Company or an Affiliate or pursuant to any plan maintained by the Company or an Affiliate. 31Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) for the purposes of determining the date as of which the Active Participant may commence receiving his pension pursuant to Article IV, and hisability to elect a Contingent Annuity Option pursuant to Section 5.3, the Active Participant:(1) shall be credited with his actual number of Vesting Years as of his Separation from Service, plus five Vesting Years; and(2) shall be deemed to be his actual Age as of the later of his Separation from Service or December 31, 1990, plus five years; provided,however, that the Actuarial Equivalent of his Accrued Benefit shall be calculated based on his actual Age as of his Benefit Commencement Date.(c) If the Participant’s annuity (including any Contingent Annuity Option benefit) is paid pursuant to Section 4.3, such annuity shall be computedwithout regard to the 4% per year reduction described in the last sentence of such Section.4A.4 Special Rules. Notwithstanding anything to the contrary contained in the Plan:(a) The minimum pension payable to an Active Participant who makes a Special Early Retirement Election shall be equal to the pension otherwisepayable to him under the Plan, determined without regard to the provisions of this Article IVA (other than the limitations described inSection 4A.3(a)(2)), multiplied by one hundred five percent (105%).(b) If, at the time of making a Special Early Retirement Election under Section 4A.2, an Active Participant elects any Contingent Annuity Option,the election of such option shall become effective immediately.(c) The following additional definitions shall apply for purposes of this Article IVA:(1) An “Active Participant” shall mean an Active Participant as defined in Section 1.2, including (A) a Participant who is an EligibleEmployee at least one day on or after July 15, 1990 and on or before September 15, 1990 and (B) a Participant not described in (A) who isabsent from Employment by reason of his Disabilitant on account of illness or accident.(2) An Active Participant’s “Service Completion Date” shall be the date specified by the Company as the date as of which his services willno longer be required by the Company. In no event, however, will any Active Participant’s Service Completion Date be later than December 1,1992. Each Active Participant who makes a Special Early Retirement Election shall receive written notification from the Company on or beforeDecember 1, 1990 specifying the calendar quarter in which or the date on which his services will no longer be required by the Company. 32Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE IVB. Nuclear Voluntary Retirement Incentive Plan.4B.1 Eligibility.(a) The voluntary retirement incentive plan benefit described in Section 4B.3 shall be available to any Participant who:(1) as of December 1, 1992 is on the Nuclear Group payroll;(2) as of March 31, 1993, will have attained Age 50 and have to his credit at least 5 Benefit Years; and(3) makes a Voluntary Early Retirement Election in accordance with the provisions of Section 4B.2 and does not withdraw such Election asprovided in Section 4B.2(b).(b) The Accrued Benefit of a Participant who satisfies the requirements of Paragraphs (a)(1) and (2) above and who dies after December 9, 1992,but before January 26, 1993, shall be calculated under Section 4B.3 as of the date of his death for purposes of determining any death benefit payable onbehalf of the Participant pursuant to Section 5.3 or 5.4, notwithstanding his failure to satisfy the requirement of Paragraph (a)(3) above.4B.2 Voluntary Early Retirement Election.(a) For the purposes of this Article, a “Voluntary Early Retirement Election” is a written election that:(1) is submitted to the Plan Administrator on or after December 10, 1992 and on or before January 25, 1993, together with a signed fullwaiver and release of claims form; and(2) indicates the Participant’s intent to retire from employment with the Company on March 1, 1993, May 1, 1993 or July 1, 1993, asprescribed for the Participant in the personal election form provided to the Participant by the Company.(b) A Participant’s Voluntary Early Retirement Election shall become irrevocable if it is not withdrawn by the Participant, in writing in a formacceptable to the Plan Administrator, within seven (7) days following the date such Voluntary Early Retirement Election is submitted to theAdministrator by the Participant.4B.3 Benefits. Notwithstanding anything to the contrary contained in the Plan, each Participant who satisfies the requirements of Section 4B.1 shall beentitled to retire on the following terms:(a) (1) Notwithstanding the provisions of Section 3.1 (other than the last sentence of Section 3.1(b)), each Participant who satisfies therequirements of Section 4B.1 shall have an Accrued Benefit equal to one-twelfth of the greater of:(A) the sum of (I) 2% of his average annual Compensation during the period of his service, if any, between January 1, 1930 andDecember 31, 1938, inclusive, multiplied by his Benefit Years before January 1, 1939, and (II) 2% of his aggregate Compensation foremployment after December 31, 1938, or 33Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(B) the sum of (I) a percentage of his average annual base salary during his 60 consecutive months of employment with theCompany that yield the highest twelve month average equal to 5%, plus 1.2% multiplied by the sum of five plus his number of BenefitYears determined as of his Separation from Service (to a maximum of 45 Benefit Years), and (II) 0.35% of such highest average annualbase salary in excess of Covered Compensation as of the date of reference, multiplied by his Benefit Years (up to a maximum of 14%);(2) Notwithstanding the above, the Accrued Benefit of a Participant who satisfies the requirements of Section 4B.1 shall not exceed themaximum amount permissible under Sections 401(l) and 415 of the Code when such limitations are applied as follows:(A) The limitations of Sections 401(l) and 415 shall be applied in the following order of priority: (I) the limitations on the maximumexcess allowance applicable when unreduced benefits are payable prior to social security retirement age as described underSection 401(l)(5)(F)(i) of the Code; and (II) the limitation described in Section 415(b)(1) of the Code;(B) The limitations on the maximum excess allowance described in Subparagraph (A)(I) above shall apply only to suchParticipants who are Highly Compensated Employees at any time after 1991 and prior to Separation from Service; and(C) For purposes of the limitation described in Subparagraph (A)(II) above, the following actuarial assumptions shall be used todetermine the adjusted limitation for Participants whose benefit payments commence prior to Age 62: (I) 5% interest; and (II) the 1971Forecast Mortality Table with a one-year age rating.(3) For purposes of Section 4B.3(a)(1) above, for any 12-consecutive-month period taken into account in determining a Participant’s averageannual base salary, a Participant’s annual base salary shall not exceed $200,000 (or such other amount as may apply under Section 401(a)(17) ofthe Code for the calendar year in which the last of such 12-consecutive-month periods ends). In determining annual base salary, the familyaggregation rules of Section 401(a)(17)(A) of the Code, as in effect prior to January 1, 1997, shall apply.(b) For the purposes of determining the date as of which the Participant may commence receiving his pension pursuant to Article IV, and hisability to elect a Contingent Annuity Option pursuant to Section 5.3, the Participant:(1) shall be credited with his actual number of Vesting Years as of his Separation from Service, plus 5 Vesting Years; and 34Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) shall be deemed to be his actual Age as of the later of his Separation from Service or March 31, 1993, plus 5 years; provided, however,that the Actuarial Equivalent of his Accrued Benefit shall be calculated based on his actual Age as of his Benefit Commencement Date.(c) If the Participant’s annuity (including any Contingent Annuity Option benefit) is paid pursuant to Section 4.3, such annuity shall be computedwithout regard to the 4% per year reduction described in the last sentence of such Section.4B.4 Special Rules. Notwithstanding anything to the contrary contained in the Plan, if, at the time of making a Voluntary Early Retirement Electionunder Section 4B.2, a Participant elects any Contingent Annuity Option, the election of such option shall become effective immediately.ARTICLE IVC. Voluntary Retirement Incentive Program.4C.1 Eligibility.(a) The voluntary retirement incentive program benefit described in Section 4C.3 shall be available to any Participant who:(1) is an Eligible Employee employed on a regular, part-time or intermittent basis, whether actively employed or absent under circumstancesincluded in Employment, during the period beginning on July 5, 1994 and ending on September 16, 1994, other than an Eligible Employee whois laid off due to loss of employment qualifications and whose recall period ends prior to the date described for the Eligible Employee inSection 4C.2(a)(2);(2) was born before January 1, 1946, became an Eligible Employee before January 1, 1991, and, as of December 31, 1995, will have tohis credit at least 5 Benefit Years;(3) makes a Voluntary Early Retirement Election in accordance with the provisions of Section 4C.2 and does not withdraw such Election asprovided in Section 4C.2(b); and(4) continues in employment with the Company in the same position (unless transferred at the direction of the Company) until, but notbeyond, the date described in Section 4C.2(a)(2); provided, however, that this requirement shall not apply in the event the Participant ceasesactive employment with the Company (which shall apply to both direct and indirect employment (e.g., a leased employee)) earlier (A) due to aDisabilitant on account of illness or accident during which the Participant is eligible for and receives Disabilitant benefits under a Disabilitantbenefit plan sponsored by the Company; (B) because the Company declares the Participant excess before the date described for the Participant inSection 4C.2(a)(2); or (C) because the Company has discharged the Participant for any reason, other than for willful misconduct, on or afterJuly 5, 1994. 35Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) (1) The Accrued Benefit of a Participant who satisfies the requirements of Paragraphs (a)(1) and (a)(2) above and who dies after July 4, 1994,but before September 17, 1994, shall be calculated under Section 4C.3 as of the date of his death for purposes of determining any death benefit payableon behalf of the Participant pursuant to Section 5.3 (but not Section 5.4), notwithstanding his failure to satisfy the requirements of Paragraph (a)(3)and/or (a)(4) above.(2) The Accrued Benefit of a Participant who satisfies the requirements of Paragraphs (a)(1), (a)(2) and (a)(3) above and who dies afterJuly 4, 1994, but before the date described for the Participant in Section 4C.2(a)(2), shall be calculated under Section 4C.3 as of the date of hisdeath for purposes of determining any death benefit payable on behalf of the Participant pursuant to Section 5.3 or 5.4, notwithstanding hisfailure to satisfy the requirements of Paragraph (a)(4) above.4C.2 Voluntary Early Retirement Election.(a) For the purposes of this Article, a “Voluntary Early Retirement Election” is a written election that:(1) is submitted to and accepted by the Plan Administrator on or after July 5, 1994 and on or before September 16, 1994, together with asigned full waiver and release of claims form; and(2) indicates the Participant’s intent to retire from employment with the Company (including both direct and indirect employment (e.g., as aleased employee)) on the first of the month following the later of (A) the Participant’s release date determined from the table below or (B) the datethe Participant attains Age 50. STRATEGIC BUSINESS UNIT RELEASE DATECONSUMER ENERGY SERVICE GROUP • Majority (except below • 12/31/94• Gas Utilization Job Family • 3/31/95NUCLEAR • Majority (except below) • 12/31/94• Limerick (other than below)• Operations• Mtce/I&C • 12/31/946/30/956/30/95 36Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.STRATEGIC BUSINESS UNIT RELEASE DATE• Station Support (other than below)• Mtce/I&C • 12/31/946/30/95• Peach Bottom (other than below• Operations• Mtce/I&C • 12/31/9412/31/9512/31/95POWER GENERATION GROUP • Majority (except below) • 12/31/94• Operations – Cromby Station • 6/30/95CENTRAL • Information Systems • 10/31/94• Human Resources-Benefits Division • 12/31/946/30/95• Corp. & Public Affairs • 12/31/94• Quality Management • 12/31/94• Finance • 12/31/94• Legal • 12/31/94• Support Services • 12/31/94• Gas “Meter Shop” • 12/31/94• Gas • 6/30/95• Bulk • 6/30/95(b) A Participant’s Voluntary Early Retirement Election shall become irrevocable if it is not withdrawn by the Participant, in writing in a formacceptable to the Plan Administrator:(1) within seven (7) days following the date such Voluntary Early Retirement Election is submitted to the Administrator by the Participant,in the case of Elections submitted to the Administrator before September 2, 1994; or(2) within seven (7) days following the date such Voluntary Early Retirement Election is accepted by the Administrator, in the case ofElections submitted to the Administrator on or after September 2, 1994. 37Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4C.3 Benefits. Notwithstanding anything to the contrary contained in the Plan, each Participant who satisfies the requirements of Section 4C.1 shall beentitled to retire on the following terms:(a) (1) Notwithstanding the provisions of Section 3.1 (other than the last sentence of Section 3.1(b)), each Participant who satisfies therequirements of Section 4C.1 shall have an Accrued Benefit equal to one-twelfth of the greater of:(A) the sum of (I) 2% of his average annual Compensation during the period of his service, if any, between January 1, 1930 andDecember 31, 1938, inclusive, multiplied by his Benefit Years before January 1, 1939, and (II) 2% of his aggregate Compensation foremployment after December 31, 1938, or(B) the sum of (I) a percentage of his average annual base salary during his 60 consecutive months of employment with theCompany that yield the highest twelve month average equal to 5%, plus 1.2% multiplied by the sum of three plus his number of BenefitYears determined as of his Separation from Service (to a maximum of 43 Benefit Years), and (II) 0.35% of such highest average annualbase salary in excess of Covered Compensation as of the date of reference, multiplied by his Benefit Years (up to a maximum of 14%);(2) Notwithstanding the above:(A) the Accrued Benefit of a Participant who satisfies the requirements of Section 4C.1 shall not exceed the maximum amountpermissible under Section 415 of the Code. For purposes of this limitation, the following actuarial assumptions shall be used to determinethe adjusted limitation under Section 415(b)(1) of the Code for Participants whose benefit payments commence prior to Age 62: (I) 5%interest; and (II) the 1971 Forecast Mortality Table with a one-year age rating.(B) Plan benefits provided under this Article IVC for Participants described in Section 4C.1 who are Highly CompensatedEmployees at any time after 1993 shall be limited to the extent necessary to satisfy the nondiscriminatory amount requirements ofSection 401(a)(4) of the Code applying the general test described in Treas. Reg. §1.401(a)(4)-3(c) to the portion of the Plan coveringParticipants described in Section 4C.1.(3) The Section 401(a)(17) Compensation Limit described in Section 3.3 of the Plan shall apply for purposes of determining benefits underSection 4C.3(a)(1) above; provided, however, that a Participant’s Accrued Benefit shall in no event be less than the amount described inSection 3.2(b). 38Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) For purposes of determining the date as of which the Participant may commence receiving his pension pursuant to Article IV, and his ability toelect a Contingent Annuity Option pursuant to Section 5.3, the Participant:(1) shall be deemed to have completed 10 Vesting Years for purposes of Article IV and shall be deemed to have completed 14 Benefit Yearsfor purposes of Section 5.3; and(2) shall be deemed to be his actual Age as of his Separation from Service plus 5 years.(c) If the Participant’s annuity (including any Contingent Annuity Option benefit) is paid pursuant to Section 4.3, such annuity shall be computedwithout regard to the 4% per year reduction described in the last sentence of such Section.4C.4 Special Rules. Notwithstanding anything to the contrary contained in the Plan, if, at the time of making a Voluntary Early Retirement Electionunder Section 4C.2, a Participant elects any Contingent Annuity Option, the election of such option shall become effective immediately.ARTICLE IVD. 1998 Workforce Reduction Program.4D.1 Purpose. This Article IVD is intended to provide certain Active Participants with additional benefits in recognition of the Company’s need to reduceits workforce to address the competitive business conditions facing the Company and the Affiliates. In general, this Article IVD provides additional retirementbenefits to Active Participants whose Employment with the Company terminates between June 1, 1998 and June 30, 2000, inclusive, because they have beendeclared “excess” by the Company.4D.2 Definitions. The following capitalized terms, when used in this Article IVD, shall have the following meanings, notwithstanding any differentdefinitions of such terms elsewhere in the Plan.(a) “CTAC Employee” means an Active Participant employed by the Company in a craft, technical, administrative or clerical position.(b) “Disabled Employee” means an Active Participant who is receiving benefits pursuant to the Company’s Disabilitant Plan or Long TermDisabilitant Plan during the period from August 1, 1998, through June 30, 2000, inclusive.(c) “Election Period” means the 14-day period beginning on the date an Eligible Participant receives a Program enrollment package.(d) “Eligible Participant” means each PSM Employee, CTAC Employee or Disabled Employee who satisfies the following applicablerequirements:(1) In the case of a Disabled Employee, he is described in Schedule 1 to the Plan and terminates Employment on his Qualified RetirementDate or Qualified Separation Date, whichever is applicable, pursuant to his irrevocable written election to participate in the Program, whichelection shall be made in the form and manner provided by the Company and during the applicable Election Period. 39Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) In the case of a PSM Employee or a CTAC Employee, he continues in Employment with the Company (or an Affiliate) in the sameposition (unless transferred at the direction of the Company) until, but not beyond, his Qualified Retirement Date or Qualified Separation Date, ifany, whichever applies; provided, however, that this requirement shall not apply in the event the PSM Employee or CTAC Employee ceasesactive employment with the Company (or an Affiliate) earlier due to a Disabilitant on account of illness or accident for which such Employee iseligible for and receives Disabilitant benefits under a Disabilitant benefit plan sponsored by the Company.(3) In the case of a PSM Employee, he satisfies both (A) and (B), below:(A) He is declared “excess” by the Company based on the following criteria:(i) his 1997 job performance; or(ii) the elimination of his position or a position in his job classification; or(iii) failure to be selected for an available position.(B) He does not reject an offer from the Company or an Affiliate to work in a position that is within two salary grades of his currentposition.A description of the PSM Employees who are declared “excess” by the Company in accordance with the foregoing criteria is set forth on Schedule 1 to thePlan.(4) In the case of a CTAC Employee, he satisfies both (A) and (B), below:(A) He is declared “excess” by the Company based on the following criteria:(i) his 1997 job performance; or(ii) the elimination of one or more positions in his job classification, and(I) if there are multiple positions that are identified as excess in his job classification and the number of such CTACEmployees who elect to participate in the Program exceeds the number identified as excess, his seniority; or(II) if there are multiple positions that are identified as excess in his job classification and the number of such CTACEmployees who elect to participate in the Program is less than the number identified as excess, the criteria described in theCompany’s suspended Reduction in Force Policy. 40Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A description of the CTAC Employees who are declared “excess” by the Company in accordance with the foregoing criteria is setforth on Schedule 1 to the Plan.(B) In the case of a CTAC Employee described in subclause (iv)(A)(ii) above, either:(i) he elects in writing, in the form and manner provided by the Company and during the applicable Election Period, toparticipate in the Program and does not revoke such election within the time period prescribed by the Company; or(ii) he irrevocably elects in writing not to participate in the Program and the Company subsequently terminates hisEmployment because he is declared “excess” in accordance with the criteria set forth in paragraph (4)(A) above;(5) His Employment, if any, is not terminated prior to his Qualified Retirement Date or Qualified Separation Date, if any, because ofunsatisfactory job performance or one or more violations of the Company’s Disciplinary Guidelines or Code of Conduct.(6) He executes a written release and waiver of claims in favor of the Company and the Affiliates in a form provided by the Company andwithin the time period required by the Company. Such release and waiver of claims shall become irrevocable if it is not withdrawn, in writing in aform acceptable to the Plan Administrator, within seven (7) calendar days following its submission to the Plan Administrator.(7) His Employment, or his Employer’s status as an Affiliate, is not terminated as a result of a sale of assets or stock, a merger or any otherbusiness transaction which provides him an opportunity to be employed by an employer that is not the Company or an Affiliate.(e) “Program” refers to the enhanced benefits provided pursuant to this Article IVD.(f) “PSM Employee” means an Active Participant employed by the Company in a professional, supervisory or managerial position.(g) “Qualified Retirement Date” means the date between June 1, 1998 and June 30, 2000, inclusive, as set forth on Schedule 1 of the Plan, that aRetirement-Eligible Participant may retire from the Company and receive Retirement Benefits. 41Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(h) “Qualified Separation Date” means the date between June 1, 1998 and June 30, 2000, inclusive, as set forth on Schedule 1 of the Plan, that aSeparation-Eligible Participant may terminate his Employment and receive Separation Benefits.(i) “Retirement Benefits” means the benefits described in Section 4D.4.(j) “Retirement-Eligible Participant” means an Eligible Participant who, as of December 31, 1999:(1) is Age 50 or older; and(2) is credited with at least five (5) Vesting Years.For purposes of this paragraph (j), the Age of an Eligible Participant shall be his actual Age (without regard to the provisions of Section 4D.4).(k) “SEP Annuity” means an annuity that is the Actuarial Equivalent of the SEP Lump Sum, determined on the basis of the actuarialassumptions applicable under Section 5.6 of the Plan.(l) “SEP Lump Sum” means a fixed dollar amount equal to the following:(1) in the case of a Separation-Eligible Participant who has not received payment for the 90-day search period under the Company’sReduction in Force Policy prior to the suspension of that policy, a lump sum equal to the total amount such Separation-Eligible Participant wouldhave received during the 90-day search period under the Company’s suspended Reduction in Force Policy if such policy had remained in effect;and(2) (A) for a Separation-Eligible Participant who has fewer than ten (10) Benefit Years, two (2) multiplied by the number of full or partialBenefit Years as of his Separation from Service, multiplied by his Weekly Base Pay; or(B) for a Separation-Eligible Participant who has ten (10) or more Benefit Years, three (3) multiplied by the number of full or partialBenefit Years as of his Separation from Service multiplied by his Weekly Base Pay.Notwithstanding the foregoing, no Separation-Eligible Participant shall be entitled to receive a SEP Lump Sum under clause (2)(A) above that isless than eight (8) multiplied by his Weekly Base Pay.(m) “Separation Benefits” means the benefits described in Section 4D.5. 42Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(n) “Separation-Eligible Participant” means an Eligible Participant who:(1) is not a Retirement-Eligible Participant; or(2) is a Retirement-Eligible Participant who, in accordance with Section 4D.3, elects to receive Separation Benefits.(o) “Weekly Base Pay” means:(1) in the case of an Eligible Participant who was compensated on a salaried basis as of May 26, 1998, the Eligible Participant’s weeklybase salary as of May 26, 1998, adjusted for any subsequent merit increases (or for a pro rata portion of such merit increases if such increasesare based on a greater regularly scheduled workweek than the Eligible Participant’s regularly scheduled workweek as of May 26, 1998);(2) in the case of an Eligible Participant who was compensated on a non-salaried basis as of May 26, 1998, the number of hours per weeksuch Eligible Participant was regularly scheduled to work as of May 26, 1998 multiplied by his regular hourly rate in effect on the day4D.3 Elections of the Retirement and Separation Benefits. Any Retirement-Eligible Participant shall be entitled to elect to receive Retirement Benefits orSeparation Benefits, but not both. A Retirement-Eligible Participant must submit to the Company’s Human Resources Department a completed and signedelection form, in such form and manner and at such time as may be required by the Administrator.4D.4 Computation of Retirement Benefits Under the Program.(a) Each Retirement-Eligible Participant who has not elected Separation Benefits in accordance with Section 4D.3 shall be entitled to earlyretirement benefits determined under Section 4.3 of the Plan, regardless of the number of Vesting Years with which he has been credited; provided,however, that for the purpose of determining any applicable reduction in the amount received upon early retirement, such Participant’s Age on hisBenefit Commencement Date shall be deemed to be his actual Age on such date plus 60 additional months.(b) The Accrued Benefit of a Retirement-Eligible Participant who satisfies the requirements of an Eligible Participant, other than paragraphs4D.2(d)(2) and 4D.2(d)(6), and who dies before his Qualified Retirement Date, shall be calculated by applying paragraph 4D.4(a) as of the date of hisdeath for purposes of determining any death benefit payable on behalf of such Participant pursuant to Sections 5.3 or 5.4, notwithstanding his failure tosatisfy paragraphs 4D.2(d)(2) and/or 4D.2(d)(6).4D.5 Computation, Payment and Form of Separation Benefits Under the Program.(a) Each Separation-Eligible Participant shall be entitled to receive a SEP Annuity in addition to his Accrued Benefit. 43Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) A Separation-Eligible Participant shall receive payment of his SEP Annuity in accordance with the following:(1) A Separation-Eligible Participant shall receive the sum of (I) the Actuarial Equivalent of his SEP Annuity in the form of a Single LifeAnnuity commencing on his Normal Retirement Date (determined on the basis of the actuarial assumptions applicable under Appendix A of thePlan) and (II) his Accrued Benefit, with such sum payable at such time, in such form and subject to such adjustments as may otherwise beapplicable under Articles IV and V of the Plan. In lieu of receiving such Actuarial Equivalent of his SEP Annuity at such time and in such formas he receives his Accrued Benefit, a Separation-Eligible Participant may instead elect to receive immediate payment of his SEP Annuity inaccordance with paragraph (2) below or an immediate distribution of his SEP Lump Sum in accordance with paragraph (3) below.(2) A Separation-Eligible Participant may elect, in accordance with the procedure described in Section 4.3, to receive his SEP Annuityimmediately, with payment to begin as of his Qualified Separation Date in the following form:(A) The SEP Annuity of a Separation-Eligible Participant who is unmarried on his Benefit Commencement Date shall be paid in theform of a Single Life Annuity.(B) The SEP Annuity of a Separation-Eligible Participant who is married on his Benefit Commencement Date shall be paid in theform of a Qualified Joint and Survivor Annuity.(3) In lieu of his SEP Annuity, a Separation-Eligible Participant may elect to receive an immediate payment of his SEP Lump Sum, withpayment to be made as of his Qualified Separation Date in a single sum. Any such election by a Separation-Eligible Participant who is married onhis Benefit Commencement Date shall be subject to the spousal consent requirements described in Section 5.7, shall be made in writing in amanner prescribed by the Company and may be made or revoked at any time within the 90-day period preceding the Benefit Commencement Datebut in no event earlier than the date on which the Participant receives the notice described in Section 5.5(a).(c) In the case of a Separation-Eligible Participant who satisfies the requirements of an Eligible Participant, other than paragraphs 4D.2(d)(ii) and4D.2(d)(vi), and who dies before his Qualified Separation Date, the Actuarial Equivalent of such Participant’s SEP Annuity in the form of a Single LifeAnnuity commencing on his Normal Retirement Date (determined on the basis of the actuarial assumptions applicable under Appendix A of the Plan)shall be added to his Accrued Benefit for the purpose of determining any death benefit payable on behalf of such Participant pursuant to Sections 5.3 or5.4, notwithstanding his failure to satisfy paragraphs 4D.2(d)(ii) and/or 4D.2(d)(vi). 44Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE IVE. Merger Separation Program.4E.1 Purpose. This Article IVE is intended to provide certain Participants with additional benefits in recognition of the Company’s need to reduce itsworkforce in connection with the merger of the Company and Unicom Corporation. In general, this Article IVE provides additional retirement benefits tocertain Participants whose Employment with the Company terminates between 60 days after the Merger Date and December 31, 2002, inclusive.4E.2 Definitions. The following capitalized terms, when used in this Article IVE, shall have the following meanings, notwithstanding any differentdefinitions of such terms elsewhere in the Plan.(a) “Annuity” means an annuity that is the Actuarial Equivalent of the Lump Sum, determined on the basis of the actuarial assumptionsapplicable under Section 5.6 of the Plan.(b) “Disabled Employee” means an Active Participant who is receiving benefits pursuant to the Company’s Disabilitant Plan or Long TermDisabilitant Plan at any time during the Merger Separation Period.(c) “Election Period” means the 45-day period beginning on the date an Eligible Participant receives a Program enrollment package.(d) “Eligible Participant” means each Participant, other than an intermittent employee, who satisfies the following applicable requirements:(1) In the case of a Disabled Employee, he terminates Employment on his Qualified Retirement Date or Qualified Separation Date,whichever applies, pursuant to his irrevocable written election to participate in the Program, which election shall be made in the form and mannerprovided by the Company and during the applicable Election Period.(2) In the case of a Participant other than a Disabled Employee or a Participant described in (3) below, he satisfies (A) or (B), and each of(C) and (D), below:(A) His current position is eliminated as part of the restructuring program related to the merger between the Company and UnicomCorporation; or(B) He is offered a position or a transfer (either between or within business units) as part of the merger between the Company andUnicom Corporation that results in one or more of the following:(i) an increase in one-way commuting distance of more than 50 miles;(ii) a substantial change in major position responsibilities and duties, as determined by the Company acting as employer andnot as a fiduciary; 45Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iii) a lower job band; or(iv) a lower annual base salary.(C) His position is identified by the Company for elimination, transfer or change, whichever applies, he is notified of suchelimination, transfer or change no later than sixty days before December 31, 2002 and, in the case of a transfer described in paragraph(2)(B) above, he elects in writing, in the form and manner provided by the Company and during the Election Period, to participate in theProgram.(D) He continues in Employment with the Company or an Affiliate in the same position (unless transferred at the direction of theCompany) until, but not beyond, his Qualified Retirement Date or Qualified Separation Date, if any, whichever applies; provided,however, that this requirement shall not apply in the event the Participant ceases active employment with the Company or an Affiliateearlier due to a disability on account of illness or accident which such Employee is eligible and receives disability benefits under adisability benefit plan sponsored by the Company.(3) In the case of an Active Participant who is a nonexempt, hourly craft employee, one or more positions in his job classification areeliminated as part of the restructuring program related to the merger between the Company and Unicom Corporation, and(A) if there are multiple such positions that are eliminated in his job classification and the number of such Active Participants whoelect to participate in the Program exceeds the number of positions eliminated, Eligible Participants will be identified based on seniority; or(B) if there are multiple such positions that arc eliminated in his job classification and the number of such Active Participants whoelect to participate in the Program is less than the number of positions eliminated, Eligible Participants will be identified based on thecriteria described in the Company’s suspended Reduction in Force Policy.(4) His Employment, if any, is not terminated prior to his Qualified Retirement Date or Qualified Separation Date, whichever applies, forany reason not related to the merger between the Company and Unicom Corporation.(5) He executes a written release and waiver of claims in favor of the Company and the Affiliates in a form provided by the Company andwithin the time period required by the Company. Such release and waiver of claims shall become irrevocable if it is not withdrawn, in writing in aform acceptable to the Plan Administrator, within seven (7) calendar days following its submission to the Plan Administrator. 46Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(e) “Enhanced Age” means:(1) in the case of a Retirement-Eligible Participant, his actual Age plus twelve (12) additional months; and(2) in the case of a Separation-Eligible Participant, his actual Age plus the number of months included in his Special Payment Period.(f) “Enhanced Benefit Years” means:(1) in the case of a Retirement-Eligible Participant, his actual Benefit Years (up to a maximum of 40) plus twelve (12) additional months;and(2) in the case of a Separation-Eligible Participant, his actual Benefit Years (up to a maximum of 40) plus the number of months equal toone-fourth of the number of weeks included in Section 4E.2(r)(2) (up to a maximum of twenty-four (24) weeks), rounded to the nearest wholenumber of months (with remainders of one-half(l/2) rounded to the next higher whole number).(g) “Enhanced Vesting Years” means:(1) in the case of a Retirement-Eligible Participant, his actual Vesting Years plus twelve (12) additional months; and(2) in the case of a Separation-Eligible Participant, his actual Vesting Years plus the number of months equal to one-fourth of the number ofweeks included in Section 4E.2(r)(2) (up to a maximum of twenty-four (24) weeks), rounded to the nearest whole number of months (withremainders of one-half (1/2) rounded to the next higher whole number).(h) “Lump Sum” means a fixed dollar amount equal to the following:(1) in the case of a Retirement-Eligible Participant, 26 multiplied by his Weekly Base Pay; and(2) in the case of a Separation-Eligible Participant, the sum of (A) and (B) below:(A) 52 multiplied by his Weekly Base Pay; and(B) the number of full Vesting Years as of his Qualified Separation Date that are in excess often (10) but not in excess of thirty-six(36), if any, multiplied by his Weekly Base Pay.(i) “Merger Separation Period” means the time period beginning sixty (60) days before the Merger Date and ending on December 31, 2002,inclusive.(j) “Program” refers to the enhanced benefits provided pursuant to this Article IVE. 47Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(k) “Qualified Retirement Date” means the date during the Merger Separation Period. as determined by the Company, that a Retirement-EligibleParticipant may retire from the Company and receive Retirement Benefits.(l) “Qualified Separation Date” means the date during the Merger Separation Period, as determined by the Company, that a Separation-EligibleParticipant may terminate his Employment and receive Separation Benefits.(m) “Retirement Benefits” means the benefits described in Section 4E.4.(n) “Retirement-Eligible Participant” means an Eligible Participant who:(1) is at least Age 50 with five (5) or more Vesting Years as of his Qualified Retirement Date; or(2) satisfies the requirements of paragraph (1) above after taking into account his Enhanced Age and/or his Enhanced Vesting Years.(o) “Separation Benefits” means the benefits described in Section 4E.5.(p) “Separation-Eligible Participant” means an Eligible Participant who:(1) is not a Retirement-Eligible Participant; or(2) is a Retirement-Eligible Participant who, in accordance with Section 4E.3, elects to receive Separation Benefits.(q) “Special Payment Period” means, for a Separation-Eligible Participant, the sum of (1) and (2) below:(1) twelve (12) months; and(2) one (1) week for each full Vesting Year as of his Qualified Separation Date in excess often (10) but not in excess of thirty-six (36), ifany.(r) “Weekly Base Pay” means:(1) in the case of an Eligible Participant who was compensated on a salaried basis as of the later of his Employment Date or August 1,2000, the Eligible Participant’s weekly base salary as of such date, adjusted for any subsequent merit increases (or for a pro rata portion of suchmerit increases if such increases are based on a greater regularly scheduled workweek than the Eligible Participant’s regularly scheduledworkweek as of the later of his Employment Date or August 1, 2000); 48Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) in the case of an Eligible Participant who was compensated on a non-salaried basis as of the later of his Employment Date or August 1,2000, the number of hours per week such Eligible Participant was regularly scheduled to work as of such date multiplied by his regular hourlyrate in effect on the day before his Separation from Service, and(3) in the case of a Disabled Participant, the amount calculated in accordance with (1) or (2) above, whichever applies, determined as of thelast day the Participant performed services for the Company immediately prior to the occurrence of his disability.4E.3 Elections of the Retirement and Separation Benefits. Any Retirement-Eligible Participant shall be entitled to elect to receive Retirement Benefits orSeparation Benefits, but not both. A Retirement-Eligible Participant must submit to the Company’s Human Resources Department a completed and signedelection form, in such form and manner and at such time as may be required by the Administrator.4E.4 Computation of Retirement Benefits Under the Program.(a) Each Retirement-Eligible Participant who has not elected Separation Benefits in accordance with Section 4E.3 shall be entitled to early retirementbenefits regardless of the number of Vesting Years with which he has been credited. Such early retirement benefits shall be determined under Section 4.3;provided, however, that for purposes of calculating such Retirement-Eligible Participant’s Accrued Benefit and determining any applicable reduction inthe amount received upon early retirement: (1) such Participant’s Age on his Benefit Commencement Date shall be deemed to be his Enhanced Age,(2) such Participant’s Benefit Years on his Benefit Commencement Date shall be deemed to be his Enhanced Benefit Years for purposes ofSection 3.1(b), (3) such Participant’s aggregate Compensation for purposes of Section 3.1(a)(2) shall he deemed to include an additional amount equal tohis annual Compensation for the calendar year ending on or immediately preceding his Qualified Retirement Date, and (4) such Participant’s earlyretirement benefits shall be determined using the early retirement reduction factors set forth on Schedule A. The Benefit Commencement Date of aRetirement-Eligible Participant shall not be earlier than the date he attains Age 50, determined without regard to his Enhanced Age.(b) The Accrued Benefit of a Retirement-Eligible Participant who has not elected Separation Benefits, who satisfies the requirements of an EligibleParticipant, other than paragraphs 4E.2(d)(2)(D) and 4E.2(d)(5), and who dies before his Qualified Retirement Date shall be calculated by applyingparagraph 4E.4(a) as of the date of his death for purposes of determining any death benefit payable on behalf of such Participant pursuant to Sections5.3 or 5.4, notwithstanding his failure to satisfy paragraphs 4E.2(d)(2)(D) and/or 4E.2(d)(5).(c) Each Retirement-Eligible Participant who has not elected Separation Benefits and who is not employed by the Company under a change incontrol agreement shall be entitled to receive an Annuity in addition to his Accrued Benefit, which Annuity shall be paid in accordance withSection 4E.6. 49Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4E.5 Computation of Separation Benefits Under the Program(a) Each Separation-Eligible Participant shall be entitled to pension benefits determined in accordance with the terms of the Plan; provided,however, that for purposes of calculating such Separation-Eligible Participant’s Accrued Benefit: (1) such Participant’s Age on his BenefitCommencement Date shall be deemed to be his Enhanced Age, (2) such Participant’s Benefit Years on his Benefit Commencement Date shall be deemedto be his Enhanced Benefit Years for purposes of Section 3.1(b), and (3) such Participant’s aggregate Compensation for purposes of Section 3.1(a)(2)shall be deemed to include an additional amount equal to the product of (i) one-twelfth (1/12) of his annual Compensation for the calendar year endingon or immediately preceding his Qualified Separation Date and (ii) the difference between the number of months included in his Enhanced Benefit Yearsand the number of months included in his actual Benefit Years (up to a maximum of 480).For purposes of determining any reduction in the amount received by a Separation-Eligible Participant, if the Separation-Eligible Participant’s EnhancedAge as of his Qualified Separation Date is at least 45, he is credited with at least ten (10) Enhanced Vesting Years as of his Qualified Separation Dateand his Benefit Commencement Date occurs on or after the date he attains Age 50, determined without regard to his Enhanced Age, such Participant’spension benefits shall be determined using the enhanced vested pension factors set forth on Schedule B.(b) The Accrued Benefit of a Separation-Eligible Participant who satisfies the requirements of an Eligible Participant, other than paragraphs4E.2(d)(2)(D) and 4E.2(d)(5), and who dies before his Qualified Separation Date shall be calculated by applying paragraph 4E.5(a) as of the date of hisdeath for purposes of determining any death benefit payable on behalf of such Participant pursuant to Sections 5.3 or 5.4, notwithstanding his failure tosatisfy paragraphs 4E.2(d)(2)(D) and/or 4E.2(d)(5).(c) Each Separation-Eligible Participant who is not employed by the Company under a change in control agreement shall be entitled to receive anAnnuity in addition to his Accrued Benefit, which Annuity shall be paid in accordance with Section 4E.6.4E.6 Payment and Form of Annuities Under the Program.(a) Each Eligible Participant described in Sections 4E.4(c) and 4E.5(c) shall receive the sum of (l) the Actuarial Equivalent of his Annuity in theform of a Single Life Annuity commencing on his Normal Retirement Date (determined on the basis of the actuarial assumptions applicable underAppendix A of the Plan) and (2) his Accrued Benefit, with such sum payable at such time, in such form and subject to such adjustments as mayotherwise be applicable under Articles IV, IVE and V of the Plan. 50Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In. lieu of receiving such Actuarial Equivalent of his Annuity at such time and in such form as he receives his Accrued Benefits, such EligibleParticipant may instead elect to receive immediate payment of his Annuity in accordance with paragraph (b) below or an immediate distribution of hisLump Sum in accordance with paragraph (c) below.(b) An Eligible Participant may elect) in accordance with the procedure described in Section 4.3, to receive his Annuity immediately, with paymentto begin as of his Qualified Retirement Date or his Qualified Separation Date, whichever applies, in the following form:(1) The Annuity of an Eligible Participant who is unmarried on his Benefit Commencement Date shall be paid in the form of a Single LifeAnnuity.(2) The Annuity of an Eligible Participant who is married on his Benefit Commencement Date shall be paid in the form of a Qualified Jointand Survivor Annuity.(3) In lieu of payment in the form described in (1) above, an Eligible Participant who is unmarried on his Benefit Commencement Date mayelect to receive an immediate payment of his Annuity in the form of a contingent annuity, with 50% of the annuity payable upon his death to acontingent beneficiary designated by him. The annuity described in the preceding sentence will be actuarially reduced using the factors describedin Appendix A to reflect the payments which may become payable to the beneficiary.(4) In lieu of payment in the form described in (2) above, an Eligible Participant who is married on his Benefit Commencement Date mayelect to receive an immediate payment of his Annuity in the form of a Single Life Annuity.(c) In lieu of his Annuity, an Eligible Participant may elect to receive an immediate payment of his Lump Sum, with payment to be made as of hisQualified Separation Date or Qualified Retirement Date, whichever applies, in a single sum.(d) Any election pursuant to paragraph (b)(3),(b)(4) or (c) above by an Eligible Participant shall be made in writing in a manner prescribed by theCompany and may be made or revoked at any time within the 90-day period preceding the Benefit Commencement Date but in no event earlier than thedate on which the Participant receives the notice described in Section 5.5(a) and, in the case of an Eligible Participant who is married on his BenefitCommencement Date, shall be subject to the spousal consent requirements described in Section 5.7.(e) In the case of an individual who satisfies the requirements of an Eligible Participant, other than paragraphs 4E.2(d)(2)(D) and 4E.2(d)(5), andwho dies before his Qualified Separation Date or Qualified Retirement Date, whichever applies, the Actuarial Equivalent of such Participant’s Annuityin the form of a Single Life Annuity commencing on his Normal Retirement Date (determined on the basis of the actuarial assumptions applicable underAppendix A of the Plan) shall be added to his Accrued Benefit for the purpose of determining any death benefit payable on behalf of such Participantpursuant to Sections 5.3 and 5.4, notwithstanding his failure to satisfy paragraphs 4E.2(d)(2)(D) and/or 4E.2(d)(5). 51Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE V. Form of Pensions.5.1 Unmarried Participants. The monthly annuity of a Participant who is unmarried on his Benefit Commencement Date shall be paid as a Single LifeAnnuity unless he elects an optional form of benefit under Section 5.3 or receives a lump sum distribution under Section 5.6.5.2 Married Participants.(a) The monthly annuity of a Participant who is married on his Benefit Commencement Date, shall be paid as a Qualified Joint and SurvivorAnnuity, unless he elects an optional form of benefit under Paragraph (b) or Section 5.3 or receives a lump sum distribution under Section 5.6.(b) A Participant described in Paragraph (a) may elect to waive the Qualified Joint and Survivor Annuity and receive his annuity in the form of aSingle Life Annuity. Any such election shall be subject to the spousal consent requirements described in Section 5.7, shall be made in writing in amanner prescribed by the Company and may be made or revoked at any time within the 90 day period preceding the Benefit Commencement Dateelected by the Participant but in no event earlier than the date on which the Participant receives the notice described in Section 5.5(a).5.3 Contingent Annuity Option.(a) An Active Participant (including a Participant who is treated as an Active Participant for purposes of Section 4.3 and this Section 5.3, but notfor any other provision of the Plan) who has at least 14 Benefit Years, or who has attained Age 65 and has at least 5 Benefit Years, or a Participant(including a Participant who continues to be treated as an Active Participant for purposes of Section 4.3 and Section 5.3, but not for any other provisionof the Plan) who had a Separation from Service after becoming eligible for early retirement under Section 4.3 (hereinafter referred to as an “EligibleParticipant”), may elect, in writing on a form prescribed by the Administrator, a Contingent Annuity Option under which he may designate a percentageof his annuity to be paid upon his death to a contingent beneficiary designated by him. The percentage so designated shall be 25%, 50%, 75% or 100%,as the Participant elects, and may be changed by an Eligible Participant at any time prior to the later of the Participant’s Normal Retirement Date orSeparation from Service. The annuity otherwise payable to a Participant electing a Contingent Annuity Option or to his contingent beneficiary will beactuarially reduced using the factors described in Appendix A to reflect the payments which may become payable to the beneficiary. Notwithstanding theabove, if the Eligible Participant’s Spouse is designated as contingent beneficiary, the actuarial reduction will not reflect the cost of a joint and survivorannuity option providing a survivor annuity to the Participant’s Spouse of (1) 50% of the amount payable to the Participant, if a 50%, 75% or 100%contingent annuity option is elected, or (2) 25% of the amount payable to 52Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the Participant, if a 25% contingent annuity option is elected; provided, however, that the subsidy described in this sentence shall not apply to a formerspouse who is to be treated as a Participant’s spouse pursuant to a qualified domestic relations order, unless the qualified domestic relations orderspecifically provides that such subsidy applies to the former spouse. If the contingent beneficiary is other than the Spouse, the percentage payable to thecontingent beneficiary after the Participant’s death may not exceed the applicable percentage from Appendix B. The Contingent Annuity Option of anelecting Participant who has a Separation from Service and is not eligible for early retirement under Section 4.3 shall be canceled.(b) (1) An Eligible Participant’s election or change in election under Paragraph (a) shall become effective on the first of the month next following thedate such election or change is properly filed with the Administrator.(2) An Eligible Participant’s election under Paragraph (a) shall not be valid upon a Participant’s Benefit Commencement Date if suchelection is not confirmed in writing by such Participant, with spousal consent as described in Section 5.7, within the 90 day period preceding theBenefit Commencement Date, and in no event earlier than the date on which the Participant receives the notice described in Section 5.5(a). If anEligible Participant has made no election under Paragraph (a), or has made an invalid election, as of his Benefit Commencement Date, suchParticipant’s pension shall be paid as described in Section 5.1 or 5.2, whichever applies.(3) (A) The election under Paragraph (a) in effect for an Eligible Participant who is married on the date of his death shall not be valid uponthe Participant’s death unless (i) the spousal consent requirements of Section 5.7 are satisfied; (ii) if the Participant’s death occurs after the firstday of the Plan Year in which the Participant attains Age 35, the Participant’s election was made or confirmed in writing (with the applicablespousal consent) on or after the first day of such Plan Year, and (iii) in the event that the election in effect under Paragraph (a) does not provide fora survivor benefit to the Participant’s surviving Spouse, the Participant has made no change to his election under Paragraph (a) that has not yettaken effect which would result in a survivor benefit payable to his Spouse. If an Eligible Participant who is married at the time of his death hasmade no election, or has made an invalid election, the Participant’s surviving Spouse shall receive the benefit described in Section 5.4. Withrespect to an Eligible Participant described in the preceding sentence, no additional benefit shall be payable to any other contingent beneficiary orto the Participant’s estate.(B) If an Eligible Participant (1) is unmarried at the time of his death, (2) is survived by one or more children, (3) has not begunreceiving any benefits hereunder, and (4) either has failed to make a valid election under Paragraph (A) or is not survived by a designatedcontingent beneficiary, a benefit equal to the amount that would be payable assuming that the Participant made a valid election underParagraph (a) and designated a percentage of 100% shall be paid to the Participant’s surviving children, if any, in equal shares. For allpurposes of the Plan, where applicable, the person to whom benefits are payable pursuant to this Paragraph (b) shall be treated as theParticipant’s contingent beneficiary. 53Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) Except as provided in Paragraph (b):(1) If an electing Participant who has had a Separation from Service whose Contingent Annuity Option has not been canceled dies on orafter the effective date of the option, his contingent beneficiary, if surviving, will receive an annuity for life beginning as of the first day of thesecond month following his death and based upon the designated percentage of the annuity which the Participant was receiving or to which hewould have been entitled; provided, however, that, if the contingent beneficiary is the Participant’s surviving Spouse and the designatedpercentage is at least 50%, payment to the Spouse shall not begin prior to what would have been the Participant’s Normal Retirement Date withoutthe Spouse’s written consent made within the 90-day period preceding the Benefit Commencement Date.(2) If an electing Active Participant dies on or after the effective date of the option, his contingent beneficiary, if living, shall receive anannuity, for life, beginning as of the first day of the second month following the month in which the Participant’s death occurs, based upon thedesignated percentage of the benefit to which the Participant would have been immediately entitled if he had retired on the date of his death;provided, however, that, if the contingent beneficiary is the Participant’s surviving Spouse, the designated percentage shall be deemed to be 100%,and payment to such Spouse shall not begin prior to what would have been the Participant’s Normal Retirement Date without the Spouse’s writtenconsent made within the 90-day period preceding the Benefit Commencement Date. For purposes of this Subparagraph only, the annuity to whicha Participant would have been entitled shall be his Accrued Benefit reduced in accordance with Section 4.3 and, if applicable, reduced further by4% per year (to the nearest one-twelfth year) for any period by which his age at the time of his death is less than 50.(d) (1) If the contingent beneficiary dies after the effective date of the option and after the later of the Participant’s Normal Retirement Date or hisSeparation from Service, the reduced annuity payable to the Participant will remain in effect.(2) If the contingent beneficiary dies after the effective date of the option, but prior to the later of the Participant’s Normal Retirement Date orhis Separation from Service, the option shall be canceled upon receipt of proof of death. If the Participant has not then reached his NormalRetirement Date or has not had a Separation from Service, the Participant may elect a subsequent Contingent Annuity Option effectiveimmediately upon notice to the Company, subject to the conditions stated herein. If he has reached his Normal Retirement Date and has had aSeparation from Service, the Participant may not make any further elections. 54Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(e) Subject to the conditions of Paragraph (a), an Eligible Participant may make or change his election and designate or change a beneficiary and/ordesignate a revised benefit percentage at any time prior to the later of the Participant’s Normal Retirement Date or Separation from Service. An EligibleParticipant may, regardless of whether he has previously made a different election under this Section 5.3, elect in writing to receive his annuity in theform provided in Section 5.1 or 5.2, whichever applies, or in such other form as is permitted under Paragraph (a), subject to the provisions ofSection 5.7. The Participant may make such an election at any time before the Benefit Commencement Date but such an election may not be revokedafter the Benefit Commencement Date, except as provided in Paragraph (d)(2). Notwithstanding the foregoing, effective July 15, 1990, a Participantwho has not reached his Normal Retirement Date and who elects a form of benefit under this Section 5.3 may waive any right to change his election inthe future and irrevocably elect a specific Contingent Annuity Option as of his Benefit Commencement Date.(f) Commencing with payments due September 1, 1986, the minimum monthly annuity to which a designated beneficiary under a ContingentAnnuity Option described in this Section 5.3 shall be entitled is $150.5.4 Death Benefits for Other Vested Participants.(a) Eligibility. A death benefit shall be payable under this Section 5.4 with respect to a Participant who dies prior to his Benefit CommencementDate if on the date of his death he is married and:(1) he does not meet the requirements for the Contingent Annuity Option described in Section 5.3, and(A) he is an Employee who has met the requirements for early or normal retirement under the Plan; or(B) he is a former Employee who has had a Separation from Service after meeting the requirements of Section 4.3; or(C) he has been married for at least one year to the same Spouse and has at least five Vesting Years to his credit, or(2) he does meet the requirements described in Section 5.3 but has made no election, or has made an invalid election, under that Section.(b) Amount of Benefit. Upon the death of a Participant described in Section 5.4(a), the Participant’s surviving Spouse, if living on the date setforth in Subparagraph (1)-(4) of this Section, whichever shall apply, shall receive a pension in accordance with the following rules:(1) If the Participant is an Employee who has met the requirements for retirement under Sections 4.1-4.3, the pension to the survivingSpouse shall begin, as elected in writing by the Spouse not more than 90 days prior to the Spouse’s Benefit Commencement Date, on the first dayof the month following the month in which the Participant’s death occurs or the first day of any month thereafter, shall end with the 55Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.payment on the first day of the month in which the Spouse’s death occurs, and shall be in a monthly amount equal to the amount the Spousewould have received if the Participant had a Separation from Service on the date of his death, had survived and retired on the BenefitCommencement Date elected by the Spouse and had elected an immediate pension in the form of a 100% Contingent Annuity Option; provided,however, that (A) the Spouse’s Benefit Commencement Date shall not be later than the later of (i) the Participant’s Normal Retirement Date or(ii) the first day of the month following the month in which the Participant’s death occurs and (B) the benefit payable to the Spouse of aParticipant described in Section 5.4(a)(2) shall be determined without regard to any otherwise applicable actuarial reduction reflecting the cost ofthe 100% Contingent Annuity Option.(2) If the Participant is an Employee who has not met the requirements for retirement under Sections 4.1-4.3, the pension to the survivingSpouse shall begin, as elected in writing by the Spouse not more than 90 days prior to the Spouse’s Benefit Commencement Date, on the first dayof the month following the month in which the Participant would have first been eligible to receive his pension under Section 4.4 if he had aSeparation from Service on the date of his death and had not died, or the first day of any month thereafter, shall end with the payment on the firstday of the month in which the Spouse’s death occurs, and shall be in a monthly amount equal to the amount the Spouse would have received ifthe Participant’s Separation from Service had occurred on the day of his death and he had survived and elected to begin receiving his pension inthe form of a 100% Contingent Annuity Option on the Benefit Commencement Date elected by the Spouse; provided, however, that (A) theSpouse’s Benefit Commencement Date shall not be later than what would have been the Participant’s Normal Retirement Date and (B) the benefitpayable to the Spouse of a Participant described in Section 5.4(a)(2) shall be determined without regard to any otherwise applicable actuarialreduction reflecting the cost of the 100% Contingent Annuity Option.(3) If the Participant is a former Employee who retired under Sections 4.1-4.3, the pension to the surviving Spouse shall begin, as elected inwriting by the Spouse not more than 90 days prior to the Spouse’s Benefit Commencement Date, on the first day of the month following themonth in which the Participant’s death occurs or the first day of any month thereafter, shall end with the payment on the first day of the month inwhich the Spouse’s death occurs, and shall be in a monthly amount equal to the amount the Spouse would have received if the Participant hadelected to begin receiving his pension in the form of a 100% Contingent Annuity Option on the Benefit Commencement Date elected by the Spouse;provided, however, that (A) the Spouse’s Benefit Commencement Date shall not be later than the later of (i) the Participant’s Normal RetirementDate or (ii) the first day of the month following the month in which the Participant’s death occurs and (B) the benefit payable to the Spouse of aParticipant described in Section 5.4(a)(2) shall be determined without regard to any otherwise applicable actuarial reduction reflecting the cost ofthe 100% Contingent Annuity Option. 56Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(4) If the Participant is a former Employee who did not meet the requirements for retirement under Sections 4.1-4.3, the pension to thesurviving Spouse shall begin, as elected in writing by the Spouse not more than 90 days prior to the Spouse’s Benefit Commencement Date, onthe first day of the month following the month in which the Participant would have first been eligible to receive his pension under Section 4.4 if hehad not died or the first day of any month thereafter, shall end with the payment on the first day of the month in which the Spouse’s deathoccurs, and shall be in a monthly amount equal to the amount the Spouse would have received if the Participant elected to begin receiving hisactual pension in the form of a 100% Contingent Annuity Option on the Benefit Commencement Date elected by the Spouse; provided, however,that the Spouse’s Benefit Commencement Date shall not be later than what would have been the Participant’s Normal Retirement Date.5.5 Notice to Participants.(a) Each Participant shall receive in written nontechnical language a general description or explanation of (1) the forms of payment described inSections 5.1, 5.2 and 5.3, including information explaining the relative values of each form of payment, (2) the Participant’s right to waive the form ofpayment described in Section 5.1 or 5.2(a), whichever applies, and elect an optional form of payment and the financial effect of such an election on hispension, (3) the rights of the Participant’s Spouse, if any, with respect to the waiver and election, (4) the Participant’s right to revoke an election toreceive an optional form of payment and the effect of such revocation, (5) if the Participant has not reached his Normal Retirement Date, theParticipant’s right to defer commencement of his pension until his Normal Retirement Date and the financial effect of such deferment, and (6) adescription of the relative value of the optional forms of benefit as compared to the Qualified Joint and Survivor Annuity. Such information shall befurnished to the Participant not less than 30 days and not more than 90 days prior to the Participant’s Benefit Commencement Date, and the time for anelection under this Section shall begin no earlier than the date such information is furnished.Notwithstanding the foregoing, effective for Plan Years beginning on or after January 1, 1997, the Participant’s Benefit Commencement Date maybe fewer than 30 days after the explanation described in this Section is provided if:(1) the Participant is given notice of his right to a 30-day period in which to consider whether to (i) waive the normal form of benefit andelect an optional form and (ii) to the extent applicable, consent to the distribution;(2) the Participant affirmatively elects a distribution and a form of benefit and the Spouse, if necessary, consents to the form of the benefitelected;(3) the Participant is permitted to revoke his affirmative election at any time prior to his Benefit Commencement Date, or if later, theexpiration of a 7-day period beginning on the day after the explanation described in this Section is provided to the Participant; 57Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(4) the Benefit Commencement Date is after the date the Administrator receives written notice of the Participant’s intent to begin receivingbenefits; and(5) distribution to the Participant does not commence before the expiration of the 7-day period described in paragraph (3) above.Notwithstanding the foregoing, effective for Plan Years beginning on or after January 1, 2004, the Participant’s Benefit Commencement Date mayprecede the explanation described in this Section, if the Participant so elects, provided that the following conditions are satisfied:(5) the date the on which the first payment to be received by the Participant is made (the “initial payment date”) shall be no earlier thanthirty (30) days following the date that the notice is furnished to the Participant, except that the initial payment date may be as early as the seventhday after such notice is provided if (i) such notice clearly indicates that the Participant has a right to a period of thirty (30) days after receiving thenotice to consider to waive the basic forms of distribution provided under the Plan and to elect (with spousal consent) an optional form of benefit,(ii) the Participant affirmatively elects a form of distribution with the consent of his Spouse (if required) to commence as of the initial paymentdate, and (iii) the Participant is permitted to revoke such election until the initial payment date;(6) the notice shall be provided to the Participant no more than ninety (90) days before the initial payment date, however, the Plan will notfail to satisfy the ninety (90)- day requirement if the delay in providing the distribution is due solely to an administrative delay;(7) the Participant is not permitted to elect an Benefit Commencement Date that precedes the date upon which the Participant could haveotherwise started receiving benefits under the terms of the Plan as in effect on the Benefit Commencement Date;(8) to the extent that a Participant has not received any payments for the period from the Benefit Commencement Date to the initial paymentdate, the Participant shall receive a one-time payment to reflect any such missed payments (a “make-up payment”). Such make-up payment shallbe adjusted for interest from the period beginning on the Benefit Commencement Date and ending on the initial payment date, which shall becalculated with respect to such payments that would have been received prior to the initial payment date. The interest rate used to compute theadjustment described in the preceding sentence shall equal the 30 Year Treasury rate for December of the preceding Plan Year. Notwithstanding theforegoing, with respect to any Annuity Starting Date on or after January 1, 2008, the interest rate used to compute the adjustment described in thesentence above shall be the interest rate as specified or prescribed by the Commissioner of the Internal Revenue Service for purposes ofSection 417(e)(3) of the Code, in revenue rulings, notices or other guidance for November of the preceding Plan Year. For purposes of Section 4.6of the Plan, the limitations set forth 58Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.therein shall comply with the adjustments required thereto pursuant to Treasury Regulation 1.417(e)-1 with respect to any Benefit CommencementDate described in this paragraph which is a “retroactive annuity starting date” as defined for purposes of such Regulation; and(9) if a Participant who is married elects to commence the Participant’s benefit as of the initial payment date pursuant to this paragraph,then the Participant’s Spouse (including an alternate payee who is treated as the Participant’s spouse under a qualified domestic relations order),determined as of the initial payment date, must consent to such election if the survivor benefits payable as of the Benefit Commencement Date areless than the survivor benefits payable under the benefit described in Section 5.2(a) of the Plan as of the initial payment date.(b) Each Eligible Participant described in Section 5.3(a) shall receive a written explanation of (1) the terms and conditions of the pre-retirementsurvivor annuity described in Section 5.4, (2) the Participant’s right to waive such survivor annuity in favor of the death benefit under a ContingentAnnuity Option and the effect of such waiver, (3) the rights of the Participant’s Spouse with respect to such waiver, and (4) the Participant’s right torevoke such waiver and the effect of such revocation. Such explanation shall be provided when the Participant first becomes an Eligible Participantdescribed in Section 5.3(a) and, if the Eligible Participant has not attained Age 32 at the time of the first notice, again within the three-year period thatbegins on the first day of the Plan Year in which the Participant attains Age 32.5.6 Cash-Outs. Effective on such date as shall be determined by the Company, if the Actuarial Equivalent single-sum value, determined as of the dateof distribution, of the vested Accrued Benefit of a Participant who has had a Separation from Service, or of the benefit payable to a Spouse or other beneficiaryunder Section 5.3 or 5.4 by reason of the Participant’s death prior to his Benefit Commencement Date, is $5,000 or less, or, for distributions occurring on orafter March 28, 2005, $1,000 or less, the benefit shall be paid, as soon as administratively practicable following the later of (a) the Participant’s Separationfrom Service or death, or (b) the effective date of this Section 5.6, as a single-sum in settlement of all liabilities of the Plan in connection with the Participant;provided, however, that no such payment shall be made after such benefit has commenced in any other form.5.7 Spousal Consent. No Participant’s election:(a) to waive the Qualified Joint and Survivor Annuity in favor of a form of payment other than a Contingent Annuity Option providing forpayment of at least 50% of the Participant’s annuity to his surviving Spouse, or(b) to waive the death benefit described in Section 5.4 in favor of the death benefit payable under a form of payment other than a ContingentAnnuity Option described in Paragraph (a), above, 59Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.shall be effective with respect to a Participant who is married unless the Participant’s Spouse (as of the Benefit Commencement Date or date of death,whichever applies) consents thereto in writing, and such consent (1) acknowledges the effect of the election, (2) specifies the designated beneficiary or consentsto such designation and consents prospectively to any subsequent designation of beneficiary made by the Participant, acknowledging the Spouse’s right tolimit consent to a specific alternate beneficiary, (3) specifies the optional form of payment or consents to such election and consents prospectively to anysubsequent choice of optional form made by the Participant, acknowledging the Spouse’s right to limit consent to a specific optional form, and (4) is witnessedby a Plan representative or by a notary public, or the Administrator finds that the Spouse cannot be located.5.8 Minimum Distribution Requirements. Notwithstanding anything in the Plan to the contrary, the form and timing of all distributions under the Planto any Participant, including a Participant whose Separation from Service occurred prior to January 1, 1989, shall be in accordance with Section 401(a)(9) ofthe Code and regulations issued thereunder, including the incidental death benefit requirements of Section 401(a)(9)(G) of the Code and Treas. Reg.§1.401(a)(9)-2.5.9 Application for Benefits. Except as provided in Section 5.6 or in Section 5.3(c) for a non-Spouse contingent beneficiary, benefit payments shallcommence when properly written application for same is received by the Administrator. In the event that a Participant, or the Spouse of a deceased Participantentitled to benefits under the Plan fails to apply to the Administrator by the earlier of (a) the Participant’s Normal Retirement Date or the date of the Participant’sSeparation from service, if later, or (b) the end of the calendar year in which the Participant attains age 70-1/2, the Administrator shall make diligent efforts tolocate such Participant or Spouse and obtain such application. In the event the Participant or Spouse fails to make application by the Participant’s RequiredBeginning Date, subject to Section 10.6, the Administrator shall commence distribution as of the Required Beginning Date without such application. Nopayments shall be made for the period in which benefits would have been payable if the Participant or Spouse had made timely application therefor; provided,however, that, if the Participant’s Benefit Commencement Date or, if the Participant has died, his Spouse’s Benefit Commencement Date, has been delayeduntil after the Participant’s Normal Retirement Date solely by reason of failure to make application, and not by reason of Suspension Service as described inSection 4.11(b), the benefit payable (i) to the Participant on and after his Benefit Commencement Date, or (ii) to the Participant’s Spouse on and after theSpouse’s Benefit Commencement Date, shall be equal to the Actuarial Equivalent of the benefit the Participant or the Spouse would have received had benefitscommenced on the Participant’s Normal Retirement Date, as determined to reflect the deferral of benefit commencement.5.10 Direct Rollovers. In the event any payment or payments under the Plan to be made to a “eligible distributee” would constitute an “eligible rolloverdistribution,” such eligible distributee may request that, in lieu of payment to the eligible distributee, all or part of such payment or payments be rolled overdirectly from the Trustee to the trustee of an “eligible retirement plan.” Any such request shall be made at the time and in the manner prescribed by theAdministrator or its delegate, subject to such requirements and restrictions as may be prescribed by applicable Treasury regulations. For purposes of thisSection 5.10:(a) “eligible distributee” shall include the Participant, his Spouse or his alternate payee under a qualified domestic relations order within themeaning of Section 414(p) of the Code or, effective January 1, 2008, the Participant’s beneficiary who is not the Participant’s Spouse; 60Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) “eligible rollover distribution” shall mean a distribution from the Plan, excluding (i) any distribution that is one of a series of substantiallyequal periodic payments (not less frequently than annually) over the life (or life expectancy) of the eligible distributee, the joint lives (or joint lifeexpectancies) of the eligible distributee and eligible distributee’s designated beneficiary, or a specified period of ten (10) or more years, and (ii) anydistribution to the extent such distribution is required under Section 401(a)(9) of the Code; and(c) “eligible retirement plan” shall mean (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirementannuity described in Section 408(b) of the Code, (iii) an annuity plan described in Section 403(a) of the Code, (iv) a qualified plan the terms of whichpermit the acceptance of rollover distributions, (v) an eligible deferred compensation plan described in Section 457(b) of the Code that is maintained byan eligible employer described in Section 457(e)(i)(A) of the Code that shall separately account for the distribution, (vi) an annuity contract described inSection 403(b) of the Code or (vii) an individual retirement plan described in Section 408A(b) of the Code; provided, however, that (x) with respect to aplan described in clause (vii), for transfers occurring before January 1, 2010, the eligible distributee meets the requirements of Section 408A(c)(3)(B) ofthe Code and (y) with respect to a distribution (or portion of a distribution) to a person who is not the Participant or the surviving Spouse of theParticipant, “eligible retirement plan” shall mean only a plan described in clause (i) or (ii) or, effective January 1, 2010, clause (vii), that, in either case,is established for the purpose of receiving such distribution on behalf of such person.5.11. Special Lump Sum Payment Option. (a) Eligibility. A Participant (but not his or her Beneficiary) may elect to receive, during the election perioddescribed in Paragraph (b), his or her deferred Accrued Benefit (“Deferred Annuity”) under Section 4.4 of the Plan in the form of a lump sum payment(“Special Lump Sum Payment”) or, an “Immediately Commencing Annuity” (as defined below); provided, however, that:(i) the Participant has a termination of employment on or prior to June 30, 2012 and does not die and is not rehired during the periodbeginning July 1, 2012 and ending on the date payment is made or commences in accordance with this Section 5.11;(ii) such termination of employment is not on account of the Participant’s disability, following which the Participant is receiving long-termdisability payments under any long-term disability program of an Employer, including on June 30, 2012;(iii) the Participant’s Deferred Annuity is not subject to a qualified domestic relations order as defined in Section 414(p) of the Code; 61Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iv) the Participant is not immediately, as of his or her termination of employment, eligible for early retirement benefits in accordance withthis Article IV;(v) the Participant is not on a leave of absence or layoff from an Employer on June 30, 2012;(vi) the Participant is not 70 1⁄2 years of age or older as of October 1, 2012; and(vii) the Participant can be located, after a diligent search, as necessary, by the Plan Administrator before July 1, 2012.For each such Participant described in this Paragraph (a), the term “Immediately Commencing Annuity” shall mean, as applicable, either:(i) with respect to a Participant eligible to commence receipt of his or her Deferred Annuity as of December 1, 2012, in accordance with therequirements of Section 4.4, any applicable optional form of annuity described in Article V; or(ii) with respect to any other Participant, a single life annuity, 50% “qualified joint and survivor annuity” (within the meaningSection 417(b) of the Code) or a 75% “qualified optional survivor annuity” (within the meaning Section 417(g) of the Code).(b) Election and Election Period. To receive the distribution of benefits described in Paragraph (a), an eligible Participant must voluntarily elect toreceive a distribution pursuant to this Section 5.11 by completing an election form and spousal waiver, if required, provided by the Administrator, andsubmitting such forms to the Administrator after October 1, 2012 and before the following dates, as applicable,(i) November 15, 2012, with respect to a Participant who elects a Special Lump Sum Payment; and(iii) December 15, 2012, with respect to a Participant who elects an Immediately Commencing Annuity,or such other period during 2012 determined by the Administrator.The Administrator shall provide each eligible Participant, not less than 30 days and not more than 180 days before the Benefit CommencementDate, an application form including a general description of the material features, as well as an explanation of the relative values and financial effect, ofthe optional forms of benefit available under this Section 5.11, in a manner that satisfies the notice requirements of Section 417(a)(3) of the Code and theregulations thereunder. The form shall indicate the Participant’s right to waive a survivor annuity, his or her surviving Spouse’s right to consent to suchwaiver or refuse such consent, and the right to revoke any waiver, within the 180 day period 62Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.preceding the Benefit Commencement Date, and shall include a description of the right of the Participant, if any, to defer receipt of a distribution and theconsequences of failure to defer such receipt, in accordance with Treasury guidance under Section 411(a)(11) of the Code.(c) Amount of Payment. The Special Lump Sum Payment shall equal the actuarial equivalent of the Participant’s nonforfeitable Deferred Annuity,based on the following factors:(i) the applicable interest rate described in Section 417(e)(3) of the Code for August of 2011;(ii) an assumed commencement date of the later of (A) age 65, and (B) the Participant’s age as of December 1, 2012; and(iii) the applicable mortality table, as defined in Section 417 of the Code and the regulations promulgated thereunder.The Immediately Commencing Annuity shall be calculated:(i) in accordance with the applicable terms of the Plan, for a Participant who is eligible to immediately commence benefits under the terms ofthe Plan as of the payment date set forth in Paragraph (d); and(ii) as the actuarial equivalent of the Special Lump Sum Payment, for each other Participant.(d) Payment of Benefit. If an eligible Participant elects the distribution of his or her Deferred Annuity in accordance with this Section 5.11,payment shall be made, or commence to be made, on or before December 1, 2012, or as soon as administratively practicable thereafter.(e) Death and Rehire. If an eligible Participant elects the distribution of his or her Deferred Annuity in accordance with this Section 5.11 andsubsequently dies or is rehired as an Employee before distributions commence, his or her election shall be null and void and the Participant’s benefitshall be paid pursuant to the Plan without regard to this Section 5.11. Notwithstanding anything contained herein to the contrary, upon distribution of aSpecial Lump Sum Payment or an Immediately Commencing Annuity made to an individual in accordance with this Section 5.11, in the event of theindividual’s rehire with an Employer following the date such distribution is made, the individual shall not be eligible to participate in the Plan duringsuch period of rehire and may be eligible to participate in the Exelon Corporation Cash Balance Pension Plan or the Exelon Corporation Pension Plan forBargaining Unit Employees (or such other plan that applies to employees of an Employer hired on or after December 1, 2012), as applicable, inaccordance with their terms and conditions. 63Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE VI. Breaks in Service.6.1 Whenever used in this Article:(a) “One-Year Break in Service” means a calendar year in which an Employee completes 500 or fewer Hours of Service.(b) “Reemployment Date” means the first day on which an Employee who has had a Separation from Service completes an Hour of Service in acalendar year that is not a One-Year Break in Service.(c) “Reemployment Eligibility Computation Period” means an Eligibility Computation Period determined as if the Employee’s Employment Datewere his Reemployment Date.6.2 If an Employee has a Separation from Service before he has met the requirements for retirement under Sections 4.1-4.3 or for a deferred annuityunder Section 4.4, he shall be deemed to have received a distribution of his entire nonforfeitable Accrued Benefit of zero dollars upon such Separation fromService and his Eligibility Years, Accrued Benefit, Benefit Years, and Vesting Years shall be canceled.6.3 If an Employee completes at least 1000 Hours of Service in a Reemployment Eligibility Computation Period he shall be credited with an EligibilityYear.6.4 (a) The Eligibility Years of an Employee whose Eligibility Years have been canceled shall be restored if:(1) he is credited with an Eligibility Year with respect to a Reemployment Eligibility Computation Period that begins on or after hisReemployment Date; and(2) he again becomes an Employee at a time when the number of consecutive One-Year Breaks in Service he has incurred is less than thegreater of five or the number of Eligibility Years the Employee had to his credit on account of his employment prior to the first One-Year Break inService.(b) If a former Employee whose Eligibility Years were not canceled under Section 6.2 or are restored under this Section becomes an EligibleEmployee, he shall become an Active Participant as of the later of the day he so becomes an Eligible Employee or the day he would have become anActive Participant under Article II if he had been an Eligible Employee at all times since his prior Separation from Service. If a former Employee whoseEligibility Years were canceled under Section 6.2 and are not restored under this Section becomes an Eligible Employee, he shall become an ActiveParticipant as provided in Article II, except that his Reemployment Date shall be treated as his Employment Date. 64Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.5 The Benefit Years and Accrued Benefit of an Employee whose Benefit Years have been canceled shall be restored upon his reemployment if hisEligibility Years are restored under Section 6.4. If a Participant’s Benefit Years and Accrued Benefit were not canceled pursuant to Section 6.2 upon his priorSeparation from Service, his Benefit Years earned prior to his Separation from Service shall be aggregated with his Benefit Years earned after hisReemployment Date for purposes of determining the Participant’s Accrued Benefit; provided, however, that:(a) if the Participant previously received a single-sum distribution under Section 5.6 on or before the close of the second Plan Year following thePlan Year in which the Participant’s Separation from Service occurred, the Participant’s Benefit Years earned prior to his Separation from Service shallbe disregarded upon his reemployment; or(b) if the Participant received a single-sum distribution under Section 5.6 on a date later than that described in Paragraph (a), the Participant’sAccrued Benefit determined on and after his reemployment shall be reduced by the Actuarial Equivalent of the distribution received by the Participantunder Section 5.6 upon his prior Separation from Service.6.6 The Vesting Years of an Employee whose Vesting Years have been canceled shall be restored if:(a) he is credited with a Vesting Year after his Reemployment Date; and(b) he again becomes an Employee at a time when the number of consecutive One-Year Breaks in Service he has incurred is less than the greater offive or the number of Vesting Years the Employee had to his credit on account of his employment prior to the first One-Year Break in Service.6.7 Notwithstanding any provision in the Plan to the contrary, effective January 1, 1996, an Employee who was transferred to COPCO and whosebenefits were transferred from the Plan in connection with the sale of COPCO shall receive, upon such Employee’s Reemployment Date, credit for years ofservice with the Company prior to such transfer for purposes of calculating Eligibility Years and Vesting Years (but not Benefit Years).ARTICLE VII. Contributions.7.1 Contributions by the Company. The Company shall contribute each year an amount actuarially determined to be sufficient to provide the benefitsunder the Plan. All Company contributions to the Plan are conditioned upon their deductibility for Federal income tax purposes. The Company reserves theright, however, to reduce, suspend or discontinue its contributions under the Plan for any reason at any time. Except as provided in this Section orSection 9.2, it shall be impossible for any part of the Company’s contributions to revert to the Company, or to be used for, or diverted to, any purpose otherthan for the exclusive benefit of Participants, annuitants and their beneficiaries. In the case of a contribution (a) made by the Company as a mistake of fact, or(b) for which a tax deduction is disallowed, in whole or in part, by the Internal Revenue Service, the Company shall receive a refund of said contributionwithin one year after payment of a contribution as a mistake of fact, or within one year after disallowance of a tax deduction, to the extent of suchdisallowance, as the case may be. 65Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.7.2 Source of Benefits. All benefits under the Plan shall be paid exclusively from the Fund, and the Company shall have no duty to contribute theretoexcept as provided in this Article.ARTICLE VIII. Administration.8.1 The Administrator. (a) In General. The Company acting through its Vice President, Health & Benefits, or such other person or committee appointedby the Chief Human Resources Officer from time to time (such vice president or other person or committee, the “Administrator”), shall be the “administrator”of the Plan, within the meaning of such term as used in ERISA. In addition, the Administrator shall be the “named fiduciary” of the Plan, within the meaningof such term as used in ERISA, solely with respect to administrative matters involving the Plan and not with respect to any investment of the Plan’s assets.The Administrator shall have the following duties, responsibilities and rights:(i) The Administrator shall have the duty and discretionary authority to interpret and construe this Plan in regard to all questions of eligibility, thestatus and rights of Participants, Retirees, Beneficiaries and other persons under this Plan, and the manner, time, and amount of payment of anydistributions under this Plan. The determination of the Administrator with respect to an Employee’s years of Credited Service, the amount of theEmployee’s Earnings, Highest Average Annual Pay, Federal Benefit and any other matter affecting payments under the Plan shall be final and binding.Benefits under the Plan shall be paid to a Participant or Beneficiary only if the Administrator, in his discretion, determines that such person is entitled tobenefits.(ii) Each Employer shall, from time to time, upon request of the Administrator, furnish to the Administrator such data and information as theAdministrator shall require in the performance of his duties.(iii) The Administrator shall direct the Trustee to make payments of amounts to be distributed from the Trust under Article 6 (relating to ServiceAnnuity forms). In addition, it shall be the duty of the Administrator to certify to the Trustee the names and addresses of all Retirees, the amounts of allService Annuities, the dates of death of Retirees and all proceedings and acts of the Administrator necessary or desirable for the Trustee to be fullyinformed as to the Service Annuities to be paid out of the Trust.(iv) The Administrator shall have all powers and responsibilities necessary to administer the Plan, except those powers that are specifically vestedin the Investment Office, the Corporate Investment Committee or the Trustee.(v) The Administrator may require a Participant or Beneficiary to complete and file certain applications or forms approved by the Administratorand to furnish such information requested by the Administrator. The Administrator and the Plan may rely upon all such information so furnished to theAdministrator. 66Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(vi) The Administrator shall be the Plan’s agent for service of legal process and forward all necessary communications to the Trustee.(b) Removal of Administrator. The Chief Human Resources Officer shall have the right at any time, with or without cause, to remove the Administrator(including any member of a committee that constitutes the Administrator). The Administrator may resign and the resignation shall be effective upon delivery ofthe written resignation to the Chief Human Resources Officer or upon the Administrator’s termination of employment with the Employers. Upon theresignation, removal or failure or inability for any reason of the Administrator to act hereunder, the Chief Human Resources Officer shall appoint a successor.Any successor Administrator shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of the predecessor.None of the Company, any officer, employee or member of the board of directors of the Company who is not the Chief Human Resources Officer, nor anyother person shall have any responsibility regarding the retention or removal of the Administrator.8.2 The Investment Office. The Investment Office shall be the “named fiduciary” of the Plan, within the meaning of such term as used in ERISA, solelywith respect to matters involving the investment of assets of the Plan and, any contrary provision of the Plan notwithstanding, in all events subject to thelimitations contained in Section 404(a)(2) of ERISA and all other applicable limitations. In addition to the duties, responsibilities and rights of the InvestmentOffice set forth in Article 8, the Investment Office shall have the following duties, responsibilities and rights:(i) The Investment Office shall be the “named fiduciary” for purposes of directing the Trustee as to the investment of amounts held in the Fundand for purposes of appointing one or more investment managers as described in ERISA.(ii) The Investment Office shall submit to the Corporate Investment Committee annual manager review results and such other reports anddocuments as may be necessary for the Corporate Investment Committee to monitor the activities and performance of the Investment Office.(iii) Each Employer shall, from time to time, upon request of the Investment Office, furnish to the Investment Office such data and information asthe Investment Office shall require in the performance of its duties.8.3 The Corporate Investment Committee. The Company acting through the Corporate Investment Committee shall be responsible for overall monitoringof the performance of the Investment Office. The Corporate Investment Committee shall have the following duties, responsibilities and rights:(i) The Corporate Investment Committee shall monitor the activities and performance of the Investment Office and shall review annual managerreview results and any other reports and documents submitted by the Investment Office.(ii) The Corporate Investment Committee shall have authority to approve asset allocation recommendations of the Investment Office, and approvethe retention or firing of any investment consultant (but not any investment manager), custodian or trustee, as recommended by the Investment Office. 67Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iii) The Corporate Investment Committee and the Company’s Chief Investment Officer shall have the right at any time, with or without cause, toremove one or more employees of the Exelon Investment Office or to appoint another person or committee to act as Investment Office. Any successorInvestment Office employee shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of thepredecessor.The power and authority of the Corporate Investment Committee with respect to the Plan shall be limited solely to the monitoring and removal of theemployees of the Investment Office and approval of the recommendations specified in clause (ii) above. The Corporate Investment Committee shall have noresponsibility for making investment decisions, appointing or firing investment managers or for any other duties or responsibilities with respect to the Plan,other than those specifically listed herein.8.4 Status of Administrator, the Investment Office and the Corporate Investment Committee. The Administrator, any person acting as, or on behalf of,the Investment Office, and any member of the Corporate Investment Committee may, but need not, be an Employee, trustee or officer of an Employer and suchstatus shall not disqualify such person from taking any action hereunder or render such person accountable for any distribution or other material advantagereceived by him under this Plan, provided that no Administrator, person acting as, or on behalf of, the Investment Office, or any member of the CorporateInvestment Committee who is a Participant shall take part in any action of the Administrator or the Investment Office on any matter involving solely his rightsunder this Plan.8.5 Notice to Trustee of Members. The Trustee shall be notified as to the names of the Administrator and the person or persons authorized to act onbehalf of the Investment Office.8.6 Allocation of Responsibilities. Each of the Administrator, the Investment Office and the Corporate Investment Committee may allocate theirrespective responsibilities and may designate any person, persons, partnership or corporation to carry out any of such responsibilities with respect to the Plan.Any such allocation or designation shall be reduced to writing and such writing shall be kept with the records of the Plan.8.7 General Governance. The Corporate Investment Committee shall elect one of its members as chairman and appoint a secretary, who may or may notbe a member of such Committee. All decisions of the Corporate Investment Committee shall be made by the majority, including actions taken by writtenconsent. The Administrator, the Investment Office and the Corporate Investment Committee may adopt such rules and procedures as it deems desirable for theconduct of its affairs, provided that any such rules and procedures shall be consistent with the provisions of the Plan. 68Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.8 Indemnification. The Employers hereby jointly and severally indemnify the Administrator, the persons employed in the Exelon Investment Office,the members of the Corporate Investment Committee, the Chief Human Resources Officer, and the directors, officers and employees of the Employers andeach of them, from the effects and consequences of their acts, omissions and conduct in their official capacity with respect to the Plan (including but notlimited to judgments, attorney fees and costs with respect to any and all related claims, subject to the Company’s notice of and right to direct any litigation,select any counsel or advisor, and approve any settlement), except to the extent that such effects and consequences result from their own willful misconduct.The foregoing indemnification shall be in addition to (and secondary to) such other rights such persons may enjoy as a matter of law or by reason of insurancecoverage of any kind.8.9 No Compensation. None of the Administrator, any person employed in the Exelon Investment Office nor any member of the Corporate InvestmentCommittee may receive any compensation or fee from the Plan for services as the Administrator, Investment Office or a member of the Corporate InvestmentCommittee; provided, however that nothing contained herein shall preclude the Plan from reimbursing the Company or any Affiliate for compensation paid toany such person if such compensation constitutes “direct expenses” for purposes of ERISA. The Employers shall reimburse the Administrator, the personsemployed in the Exelon Investment Office and the members of the Corporate Investment Committee for any reasonable expenditures incurred in the discharge oftheir duties hereunder.8.10 Employ of Counsel and Agents. The Administrator, the Investment Office and the Corporate Investment Committee may employ such counsel (whomay be counsel for an Employer) and agents and may arrange for such clerical and other services as each may require in carrying out its respective dutiesunder the Plan.8.11 Claims Procedures. Any Participant or distributee who believes he is entitled to benefits in an amount greater than those which he is receiving or hasreceived may file a claim with the Administrator (or its delegate). Such a claim shall be in writing and state the nature of the claim, the facts supporting theclaim, the amount claimed, and the address of the claimant. The Administrator (or its delegate) shall review the claim and, unless special circumstancesrequire an extension of time, within 90 days after receipt of the claim, give notice to the claimant, either in writing by registered or certified mail or in anelectronic notification, of the decision with respect to the claim. Any electronic notice delivered to the claimant shall comply with the standards imposed byapplicable regulations. If it is determined that special circumstances require an extension of time for processing the claim, the claimant shall be so advised inwriting within the initial 90-day period and in no event shall such an extension exceed 90 days. The extension notice shall indicate the special circumstancesrequiring an extension of time and the date by which it is expected that the benefit determination will be rendered. The notice of the decision with respect to theclaim shall be written in a manner calculated to be understood by the claimant and, if the claim is wholly or partially denied, shall notify the claimant of theadverse benefit determination and shall set forth the specific reasons for the adverse determination, the references to the specific Plan provisions on which thedetermination is based, a description of any additional material or information necessary for the claimant to perfect the claim, an explanation of why suchmaterial or information is necessary, and a description of the claim review procedure under the Plan and the time limits applicable to such procedures,including a statement of the claimant’s right to bring a civil action under Section 502 of ERISA following an adverse benefit determination on review. Thenotice shall also advise the 69Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.claimant that the claimant or the claimant’s duly authorized representative may request a review by the Administrator (or its delegate) of the adverse benefitdetermination by filing, within 60 days after receipt of a notification of an adverse benefit determination, a written request for such review. The claimant shallbe informed that, within the same 60-day period, he (a) may be provided, upon request and free of charge, reasonable access to, and copies of, all documents,records and other information relevant to the claimant’s claim for benefits and (b) may submit written comments, documents, records and other informationrelating to the claim for benefits. If a request is so filed, review of the adverse benefit determination shall be made by the Administrator (or its delegate) within,unless special circumstances require an extension of time, 60 days after receipt of such request, and the claimant shall be given written notice of the finaldecision. If it is determined that special circumstances require an extension of time for processing the claim, the claimant shall be so advised in writing withinthe initial 60-day period and in no event shall such an extension exceed 60 days. The extension notice shall indicate the special circumstances requiring anextension of time and the date by which the determination on review is expected to be rendered. The review shall take into account all comments, documents,records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in theinitial benefit determination. The notice of the final decision shall include specific reasons for the determination and references to the specific Plan provisionson which the determination is based and shall be written in a manner calculated to be understood by the claimant.8.12 Actuary to Be Employed. The Company or the Investment Office shall engage an actuary to do such technical and advisory work as the Companyor the Investment Office may request, including analyses of the experience of this Plan from time to time, the preparation of actuarial tables for the making ofcomputations thereunder, and the submission to the Company or the Investment Office of an annual actuarial report, which report shall contain informationshowing the financial condition of this Plan, a statement of the contributions to be made by the Employers for the ensuing year, and such other information asmay be requested by the Company or the Investment Office.8.13 Funding Policy. The board of directors of the Company shall establish a funding policy and method consistent with the objectives of this Plan andthe requirements of Title I of ERISA and shall communicate such policy and method, and any changes in such policy and method, to the Investment Office.8.14 Notices to Participants, Etc. All notices, reports and statements given, made, delivered or transmitted to a Participant or any other person entitled toor claiming benefits under this Plan shall be deemed to have been duly given, made or transmitted when mailed by first class mail with postage prepaid andaddressed to the Participant or such other person at the address last appearing on the records of the Administrator.8.15 Notices to Employers or Administrator. Written directions, notices and other communications from Participants or any other person entitled to orclaiming benefits under this Plan to the Employers or Administrator shall be deemed to have been duly given, made or transmitted either when delivered tosuch location as shall be specified upon the forms prescribed by the Administrator for the giving of such directions, notices and other communications orwhen mailed by first class mail with postage prepaid and addressed to the addressee at the address specified upon such forms. 70Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.16 Records. Each of the Administrator, the Investment Office and the Corporate Investment Committee shall keep a record of all of their respectiveproceedings, if any, and shall keep or cause to be kept all books of account records and other data as may be necessary or advisable in their respectivejudgment for the administration of the Plan, the administration of the investments of the Plan or the monitoring of the investment activities of the Plan, asapplicable.8.17 Responsibility to Advise Administrator of Current Address. Each person entitled to receive a payment under this Plan shall file with theAdministrator in writing such person’s complete mailing address and each change therein. A check or communication mailed to any person at such person’saddress on file with the Administrator shall be deemed to have been received by such person for all purposes of this Plan. Although neither the Administratornor the Trustee shall be obliged to search for or ascertain the location of any person, the Administrator shall make reasonable efforts to locate any missingParticipant or Beneficiary entitled to benefits hereunder. If the Administrator is in doubt as to whether payments are being received by the person entitledthereto, it shall, by registered mail addressed to the person concerned at his last address known to the Administrator, notify such person that all futurepayments will be withheld until such person submits to the Administrator evidence of his continued life and proper mailing address.8.18 Electronic Media. Notwithstanding any provision of the Plan to the contrary and for all purposes of the Plan, to the extent permitted by theAdministrator and any applicable law or Regulation, the use of electronic technologies shall be deemed to satisfy any written notice, consent, delivery,signature, disclosure or recordkeeping requirement under the Plan, the Code or ERISA to the extent permitted by or consistent with applicable law andRegulations. Any transmittal by electronic technology shall be deemed delivered when successfully sent to the recipient, or such other time specified by theAdministrator.8.19 Correction of Error. If it comes to the attention of the Administrator that an error has been made in the amount of benefits payable, or paid, to anyParticipant or Beneficiary under the Plan, the Administrator shall be permitted to correct such error by whatever means that the Administrator, in its solediscretion determines, including by offsetting future benefits payable to the Participant or Beneficiary or requiring repayment of benefits to the Plan, except thatno adjustment need be made with respect to any Participant or Beneficiary whose benefit has been distributed in full prior to the discovery of such error.8.20 Applicable Law. Except to the extent preempted by applicable federal law or otherwise provided under the terms of the Plan, the Plan and all rightshereunder shall be governed by and construed in accordance with the laws of the State of Illinois.8.21 Statute of Limitations for Actions under the Plan. Except for actions to which the statute of limitations prescribed by Section 413 of ERISA applies,(a) no legal or equitable action relating to a claim for benefits under Section 502 of ERISA may be commenced later than one year after the claimant receives afinal decision from the Chief Human Resources 71Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Officer (or such other officer designated from time to time by the Chief Human Resources Officer) in response to the claimant’s request for review of theadverse benefit determination and (b) no other legal or equitable action involving the Plan may be commenced later than two years from the time the personbringing an action knew, or had reason to know, of the circumstances giving rise to the action. This provision shall not be interpreted to extend any otherwiseapplicable statute of limitations, nor to bar the Plan or its fiduciaries from recovering overpayments of benefits or other amounts incorrectly paid to any personunder the Plan at any time or bringing any legal or equitable action against any party.8.22 Forum for Legal Actions under the Plan. Any legal action involving the Plan that is brought by any Participant, any Beneficiary or any otherperson shall be litigated in the federal courts located in the Northern District of Illinois or the Eastern District of Pennsylvania, whichever is most convenient,and no other federal or state court.8.23 Legal Fees. Any award of legal fees in connection with an action involving the Plan shall be calculated pursuant to a method that results in thelowest amount of fees being paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees be awarded for work related to(a) administrative proceedings under the Plan, (b) unsuccessful claims brought by a Participant, Beneficiary or any other person, or (c) actions that are notbrought under ERISA. In calculating any award of legal fees, there shall be no enhancement for the risk of contingency, nonpayment or any other risk norshall there be applied a contingency multiplier or any other multiplier. In any action brought by a Participant, Beneficiary or any other person against the Plan,the Administrator, the Investment Office, the Corporate Investment Committee, any Plan fiduciary, the Chief Human Resources Officer, any Planadministrator, the Company, its affiliates or their respective officers, directors, employees, or agents (the “Plan Parties”), legal fees of the Plan Parties inconnection with such action shall be paid by the Participant, Beneficiary or other person bringing the action, unless the court specifically finds that there wasa reasonable basis for the action.ARTICLE IX. Amendment and Termination.9.1 Amendment. Exelon Corporation may amend the Plan at any time for any reason. Each amendment to the Plan shall be adopted by ExelonCorporation’s Board of Directors (or a committee thereof); provided, however, that in the case of any amendment or modification that would not result in anaggregate annual cost to the Company of more than $50,000,000, the Plan may be amended or modified by action of the Chief Human Resources Officer (withthe consent of the Chief Executive Officer in the case of a discretionary amendment or modification expected to result in an increase in annual expense orliability account balance exceeding $250,000) or another executive officer holding title of equivalent or greater responsibility. If an amendment changes thevesting provisions of the Plan, any person who is a Participant on the later of the date the amendment is adopted or becomes effective shall have at all times avested interest in his Accrued Benefit as of that date determined without regard to the amendment. In addition, within a reasonable period determined by theExelon Corporation in accordance with regulations issued by the Secretary of the Treasury, any Participant who has at least three Vesting Years to his credit onthe last day of the election period may elect to have his vested interest in his entire Accrued Benefit determined without regard to the amendment. Except asotherwise permitted by law, no amendment shall reduce a Participant’s Accrued Benefit nor result in the elimination or reduction of a benefit “protected” underSection 411(d)(6) of the Code. 72Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9.2 Termination. Exelon Corporation may terminate or partially terminate the Plan through resolutions adopted by Exelon Corporation’s Board ofDirectors. If the Plan is terminated or partially terminated, the assets of the Plan shall be allocated, subject to Section 9.3, as provided in Section 4044 of theEmployee Retirement Income Security Act of 1974 (as it may be from time to time amended or construed by any appropriate governmental agency orcorporation), without subclasses. Any amount remaining after all fixed and contingent liabilities of the Plan have been satisfied shall be returned to ExelonCorporation. Allocations under this Section shall be nonforfeitable. Except as otherwise required by law, the time and manner of distribution of the assets shallbe determined by Exelon Corporation by amendment to the Plan pursuant to Section 9.1.9.3 Limitation on Benefits. The following provisions shall be effective with respect to distributions made on or after May 14, 1990; distributions madeprior to May 14, 1990 shall be subject to the restrictions described in Treas. Reg. §1.401-4(c).(a) In the event of Plan termination, the benefit payable to any Highly Compensated Employee shall be limited to a benefit that isnondiscriminatory under Section 401(a)(4) of the Code. If payment of benefits is restricted in accordance with this Paragraph (a), assets in excess of theamount required to provided such restricted benefits shall become a part of the assets available under Section 9.2 for allocation among Participants andbeneficiaries of Participants whose benefits are not restricted under this Paragraph (a).(b) The restrictions of this Paragraph (b) shall apply prior to termination of the Plan to any Participant who is a Highly Compensated Employeeand who is one of the 25 highest paid employees or former employees of the Company and all Affiliates for any Plan Year. The annual payments madefrom the Plan on behalf of any such Participant shall be limited to an amount equal to (1) the payments that would have been made under a single lifeannuity that is the Actuarial Equivalent of the sum of the Participant’s Accrued Benefit and any other benefits under the Plan (other than a socialsecurity supplement) and (2) the payments that the Participant is entitled to receive under a social security supplement.(c) The restrictions in Paragraph (b) shall not apply:(1) if, after the payment of benefits to or on behalf of such Participant, the value of the Plan assets equals or exceeds 110 percent of thevalue of the current liabilities (within the meaning of Section 412(l)(7) of the Code);(2) if the value of the benefits payable to or on behalf of the Participant is less than one percent (1%) of the value of current liabilities beforedistribution; or(3) if the value of the benefits payable to or on behalf of the Participant does not exceed $5,000. 73Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE X. Miscellaneous.10.1 Forfeitures. All forfeitures arising under the Plan shall be used as soon as possible to reduce the Company’s contributions and shall not be appliedto increase the benefits any person would otherwise receive under the Plan.10.2 Mergers, Etc. No merger or consolidation with, or transfer of any of the Plan’s assets or liabilities to, any other plan shall occur at any time unlesseach Participant and annuitant would (if the Plan had then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equalto or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated).10.3 Nonalienation of Benefits. Except (a) to the extent permitted by the Employee Retirement Income Security Act of 1974, (b) pursuant to a qualifieddomestic relations order, (c) to the extent required to satisfy a Federal tax levy made pursuant to Section 6331 of the Code, or (d) effective as of January 1,1997, pursuant to Section 401(a)(13) of the Code, to the extent a judgment relates to the Participant’s conviction of a crime involving the Plan, or a judgment,order, decree or settlement agreement between the Participant and the Secretary of Labor or the Pension Benefit Guaranty Corporation relates to a violation ofpart 4 of subtitle B of title I of ERISA, no benefit under this Plan may be voluntarily or involuntarily assigned or alienated. Notwithstanding the above, aParticipant may authorize the Administrator to deduct from benefit payments under the Plan up to 10% of each such payment as contributions to a Companypolitical action committee. Any such authorization shall be revocable by the Participant at any time.10.4 Effect on Employment. This Plan shall not confer upon any person any right to be continued in the employment of the Company.10.5 Facility of Payment. If the Company deems any person incapable of receiving benefits to which he is entitled by reason of minority, illness,infirmity, or other incapacity, it may direct that payment be made directly for the benefit of such person or to any person selected by the Company to disburseit, whose receipt shall be a complete acquittance therefor. Such payments shall, to the extent thereof, discharge all liability of the Company and the partymaking the payment.10.6 Lost Payees. If a Participant, Spouse or other beneficiary to whom a benefit is payable under the Plan cannot be located following a reasonableeffort to do so by the Administrator, such benefit shall be forfeited. Whether or not efforts to locate a Participant have previously been made, the Administratorshall make reasonable efforts to locate the Participant (or the Spouse of a deceased Participant) during the one-year period preceding the Participant’s RequiredBeginning Date. If such efforts fail to locate the Participant or Spouse, such Participant or Spouse shall be presumed dead as of the Required Beginning Dateand any benefit payable to the Participant or Spouse shall be forfeited. In any case, if a claim for a forfeited benefit is subsequently filed by the Participant,Spouse or beneficiary, such benefit shall be reinstated and paid in accordance with the appropriate provisions of the Plan. 74Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.10.7 Effective Date. The provisions of this instrument apply only to individuals who complete an Hour of Service on or after the effective date statedunder the title of the Plan on page one. The eligibility and benefits of any other person shall be determined under the Plan as in effect when he last separatedfrom service except as expressly provided with respect to him by amendment adopted thereafter; and except that the provisions of Section 2.10 (relating torehire of Employees), Section 2.11 (relating to change in employment status or transfer to affiliate), Section 4.6 (relating to maximum annuity), Section 4.12(relating to benefit restrictions as a result of funding), Article VIII (relating to administration), Article IX (relating to amendment and termination of the Plan),and this Article X (relating to miscellaneous provisions) shall be effective for all such persons.10.8 Expenses. The expenses of the Trustee in the administration of the Trust, including compensation, if any, to the Trustee for its services, shall bepaid by the Company or the Employers. All costs and expenses incurred in the operation of the Trust, to the extent not described in the preceding sentence, andall costs and expenses incurred in the operation of the Plan and the Trust, including, but not limited to, “direct expenses” incurred in administering the Planand the Trust (including compensation paid to any employee of an Employer or an Affiliate who is engaged in the administration of the Plan or the Trust), theexpenses of the Administrator, the Investment Office and the Corporate Investment Committee, the fees of counsel and any agents for the Trustee, theAdministrator, the Investment Office or the Corporate Investment Committee, and the fees of investment managers that manage assets of the Trust shall bepaid by the Trustee from the Trust in such proportion as the Investment Office, in its sole discretion, shall determine, to the extent such expenses are not paidby the Employers and to the extent permitted under ERISA, Regulations and other applicable laws. Any such expenses that are borne by the Employers shallbe paid out of their own funds in such proportions as the Administrator shall determine. In the event that the Company or any other Employer advancesmoney on behalf of the Trust for the payment of any expenses incurred in the operation of the Plan, the Trustee shall reimburse the Company or such otherEmployer from the Trust for any amount so advanced, without interest or fees.ARTICLE XI. Top-Heavy Provisions.11.1 Definitions. Whenever used in this Article:“Determination Date” means, with respect to any Plan Year, the last day of the preceding Plan Year.“Key Employee” means any Participant who, at any time during the Plan Year or any of the four preceding Plan Years, is an individual described inSection 416(i) of the Code and the regulations thereunder.“Permissive Aggregation Group” means a group of qualified retirement plans maintained by the Company or any Affiliate, which group consists of theRequired Aggregation group and any other plan or plans which, considered together with the Required Aggregation Group, meet the requirements of Sections401(a)(4) and 410 of the Code. 75Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.“Required Aggregation Group” means the group of qualified retirement plans maintained by the Company or an Affiliate, including a frozen plan or aplan that has been terminated during the five-year period ending on the Determination Date, which group consists of this Plan, each other plan in which a KeyEmployee is a participant (or, in the case of a terminated plan was a participant in such five-year period) and each other plan that enables any such plan tomeet the requirements of Section 401(a)(4) or 410 of the Code, but only if such group includes this Plan. Otherwise, the Required Aggregation Group consistsof this Plan only.“Top-Heavy Plan Year” means a Plan Year that begins after December 31, 1983, in which the Plan is top-heavy. The Plan is top-heavy for a given PlanYear if for that Plan Year (1) the Required Aggregation Group is top-heavy, and (2) the Required Aggregation Group is not part of a Permissive AggregationGroup that is not top-heavy. The Required Aggregation Group or a Permissive Aggregation Group (the “Group”) is top-heavy for a given Plan Year if the presentvalue of the cumulative accrued benefits (or, the aggregate of the accounts, in the case of a defined contribution plan included in such Group) of participantswho are Key Employees exceeds 60% of the like amount determined for all participants in all plans included in such Group. For purposes of this definition:(a) the present value of the accrued benefit or the account of any participant shall be increased by the amount of all plan distributions to suchparticipant during the five year period ending on the Determination Date; provided that no such increase shall arise from any rollover contribution orplan-to-plan transfer from this Plan that is not initiated by the participant or is made to another plan maintained by the Company or an Affiliate;(b) the present value of the accrued benefit or the account of a participant who has been a Key Employee but no longer is a Key Employee shall notbe taken into account;(c) the present value of the accrued benefit or the account of any Participant who has not performed services for the Company or an Affiliate at anytime during the five-year period that ends on the Determination Date shall not be taken into account;(d) any rollover contribution or plan-to-plan transfer to this Plan that is initiated by a participant and made from a plan that is not maintained bythe Company or an Affiliate after December 31, 1983 shall not be taken into account;(e) the five year period referenced above shall be changed to a one year period for all distributions made on account of a severance fromemployment, death, or disability; and(f) the present value of accrued benefits shall be determined, effective January 1, 1987, under the method used for accrual purposes for all plansmaintained by the Company and all Affiliates if a single method is used by all such plans, or, otherwise, the slowest accrual method permitted underSection 411(b)(1)(C) of the Code. 76Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.11.2 Top-Heavy Operating Rules. Anything in the Plan to the contrary notwithstanding, the following rules shall apply in a Top-Heavy Plan Year:(a) For purposes of determining benefits under this Article XI, “compensation” shall mean compensation as reported on Forms W-2 by theCompany or any Affiliate for such Plan Year and the maximum amount of compensation of any Participant who is an Employee during such Plan Yearshall be $150,000, or such other amount as may apply to such Participant pursuant to Section 401(a)(17) of the Code and regulations issued thereunder.(b) For purposes of determining the maximum annuity in Section 4.6 for Plan years beginning before January 1, 2000, “1.0” shall be substitutedfor “1.25”, wherever it appears.(c) The Accrued Benefit which each Participant who is an Employee but not a Key Employee under this Plan derives from contributions by theCompany shall be increased by the amount necessary to cause the Accrued Benefits payable to each Participant in such year, when expressed as abenefit payable annually in the form of a Single Life Annuity, to equal at least the required minimum benefit, where the required minimum benefit is theproduct of:(1) the average of the Participant’s compensation for the five consecutive Plan Years that yield the highest average, disregarding Plan Yearswhich begin before January 1, 1984, and Plan Years which are not Top-Heavy Plan Years, and(2) the lesser of:(A) 2 percent multiplied by the number of Vesting Years with the Company which were also Top-Heavy Plan Years and which werecompleted after January 1, 1984; or(B) 20 percent.For purposes of determining whether an increase in benefit accrual is required, all plans included in the Required Aggregation Group shall be treated as oneplan.(d) Anything in the Plan to the contrary notwithstanding, in any Top-Heavy Plan Year, a Participant who does not otherwise have a nonforfeitableright to 100% of his Accrued Benefit shall have a nonforfeitable right to a percentage of his Accrued Benefit in accordance with the following schedule: Vesting Years NonforfeitablePercentage2 203 404 605 100 77Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In any Plan Year following the last Top-Heavy Plan Year, any Employee who is a Participant on the last day of the last Top-Heavy Plan Year shall haveat all times a vested interest in his Accrued Benefit as of that date determined under the schedule set forth above. In addition, within a reasonable perioddetermined by the Company, any Participant who has at least three Vesting Years to his credit on that date may elect to have his vested interest in hisentire Accrued Benefit determined under the schedule set forth above.ARTICLE XII. Post Retirement Health Benefits.12.1 Eligibility(a) Effective December 1, 1994, post-retirement health befits may be paid under this Article, to the extent the Company elects to fund benefitsunder this Article, to any Participant, who is receiving or has received pension benefits under this Plan, and if applicable, to the Spouse or dependentsof such Participant; provided, however, that the Company may, in its discretion, decide not to provide post-retirement health benefits under this Articlefor Key Employees (as defined in Section 11.1) and, if applicable, their Spouses and dependents.(b) In addition to satisfying the requirements of Subsection (a), any person claiming post-retirement health benefits under this Plan must meet allapplicable requirements imposed in the post-retirement health plans maintained by the Company. All determinations of benefit levels and eligibility forbenefits shall be made pursuant to the terms of such post-retirement health plans.(c) The establishment of an account under this Article XII to provide payment for post-retirement health benefits shall not obligate the Company tomaintain its post-retirement health plans, and the Company shall retain the same ability to amend or terminate such post-retirement health plans as ifthis Article XII did not exist.Notwithstanding the foregoing, post-retirement health benefits shall not be available for any Power Team Employee.12.2 Benefits Provided.(a) Benefits under this Article shall include all health benefits provided by the post-retirement health plans maintained by the Company, includingpayment of Medicare Part B premiums to the extent provided by such post-retirement health plans, to the extent such benefits are not otherwise providedby the Company.(b) Benefits under this Article shall be provided using any method or combination of methods as the Company shall deem appropriate, including,but not limited to , purchase of insurance and the payment of premiums for such insurance, direct reimbursement of costs incurred by the provider ofsuch benefits or reimbursement to the individual to whom such benefits were provided. 78Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) Benefits and coverage under this Article shall not be discriminatory in favor of officers, shareholders, supervisory employees or highlycompensated employees.12.3 Establishment of Accounts.(a) A separate account shall be maintained with respect to the contributions to fund benefits under this Article. This account is to be maintainedfor accounting purposes only. Funds accounted for in such account may be invested on a commingled basis with pension benefit contributions underthis Plan without identification of which investments are allocable to each account, provided that earnings on all Plan assets are allocated in a reasonablemanner.(b) If the Company elects to fund post-retirement health benefits for Key Employees under this Article, as separate account shall be maintained forpost-retirement health benefits payable to each Key Employee, his Spouse and dependents. Benefits under this Article shall be payable to such KeyEmployee, Spouse and dependents only from such account. The separate account maintained under this Subsection (b) shall be a true separate account,and not maintained merely for accounting purposes. Commingling of assets held in such account with any other Plan assets is not permitted. Forpurposes of Section 415 of the Code contributions allocated to any separate account under this Subsection (b) shall be treated as an annual addition to adefined contribution plan.12.4 Funding.(a) Contributions to provide benefits under this Article may be contributory or non-contributory, in accordance with the terms of the post-retirement health plans maintained by the Company.(b) Amounts contributed to fund post-retirement health benefits shall be reasonable and ascertainable. The total amount contributed to fund post-retirement health benefits under this Article shall not exceed the cost of providing such benefits. The total cost of providing such benefits shall bedetermined in accordance with a generally accepted actuarial method selected by the Company which is reasonable in view of the provisions andcoverage of the Plan, the funding medium and other relevant considerations, including, but not limited to, applicable Treasury regulations. For purposesof determining the cost of providing post-retirement health benefits, the actuarial method may take into account reasonable projected increases in the costof providing health benefits. Forfeitures, if any, under this Article shall be applied as soon as possible to reduce employer contributions to fund benefitsunder this Article.(c) Post-retirement health benefits provided under this Article, when added to life insurance protection provided under the Plan, shall be incidentaland subordinate to pension benefits provided under the Plan. For purposes of this Article, post-retirement health benefits shall be considered incidentaland subordinate if the aggregate of the contributions for post-retirement health benefits provided under this Article plus the contributions for lifeinsurance protection under this Plan does not exceed 25 percent of the total contributions to the Plan (other than for past service credit) made on or afterDecember 1, 1994. 79Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(d) Until the satisfaction of all liabilities to be provided under this Article, neither amounts contributed to fund post-retirement health benefitsunder this Article nor earnings thereon shall be used for or diverted to any purpose other than providing such benefits or payment of necessary orappropriate expenses attributable to the administration of post-retirement health accounts under this Article. Any amounts contributed to fund medicalbenefits under this Article remaining in a post-retirement health account after the satisfaction of all liabilities arising under this Article must be returnedto the Company.(e) Nothing in this Article shall obligate the Company to pay benefits described in Section 12.2 to the extent those benefits exceed assetscontributed to the Fund to provide post-retirement health benefits under this Article. Furthermore, nothing in this Article shall imply that amountscontributed to the Fund to provide pension or other benefits (other than post-retirement health benefits) available under the Plan will be used to providepost-retirement health benefits under this Article. The Company may, in its discretion, fund all or any part of the benefits described in Section 12.2from other sources or may pay such benefits out of its general assets as the benefits become payable.(f) If in any proceeding subsequent to December 1, 1994, under Section 1308 of the Pennsylvania Public Utility Code, the Company is notpermitted to fully recover in rates the contributions made to the separate account maintained to fund benefits under this Article, the Company, at itsdiscretion, may elect to defer or discontinue funding the benefits under this Article. 80Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer on this day of December, 2012. EXELON CORPORATIONBy Sr. Vice President &Chief Human Resources Officer ATTEST: Title 81Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SERVICE ANNUITY PLANAPPENDIX AActuarial equivalence under this Plan shall mean a benefit of equivalent value when computed using a 7% interest rate and the mortality tables attachedto the Plan as Exhibit A (for pensioners) and B (for beneficiaries, if applicable), with such exceptions as specifically set forth in the Plan.For distributions on and after December 1, 2012, the lump sum Actuarial Equivalent of a Participant’s Accrued Benefit for purposes of Section 5.6only shall be determined using (i) the interest rate used shall be the interest rate as defined in Section 417(e)(3)(C) of the Code for the fifth month (or, if morefavorable to the recipient of a lump sum payment between December 1, 2012 and December 1, 2013), the second month) preceding the calendar year in whichsuch distribution is made or commences and (ii) the mortality table shall be the mortality table specified by the Commissioner of the Internal Revenue Servicefor purposes of Section 417(e)(3) of the Code as in effect on the first day of the Plan Year in which the Benefit Commencement Date occurs. For distributionson or after January 1, 2008 and on or before November 30, 2012, the lump sum Actuarial Equivalent of a Participant’s Accrued Benefit for purposes ofSection 5.6 shall be determined by using (i) the interest rate as defined in Section 417(e)(3)(C) of the Code for the second month preceding the calendar year inwhich such distribution is made or commences and (ii) the mortality table specified by the Commissioner of the Internal Revenue Service for purposes ofSection 417(e)(3) of the Code as in effect on the first day of the Plan Year in which the Benefit Commencement Date occurs.For distributions on or after January 1, 2000 and on or before December 31, 2007, the lump sum Actuarial Equivalent of a Participant’s Accrued Benefitfor purposes of Section 5.6 shall be determined using the annual rate of interest on 30-year Treasury securities as specified by the Commissioner of theInternal Revenue Service pursuant to Section 417(e)(3)(A) of the Code and regulations issued thereunder for the second full calendar month preceding the firstday of the Plan Year containing the date of distribution, and the mortality table shall be the mortality table prescribed by the Commissioner of Internal RevenueService pursuant to Section 417(e)(3)(A) of the Code on the date as of which the single sum payment is being determined, if the use of such assumptionswould result in a greater benefit.For the period beginning on or after January 1, 2000, and ending on or before December 31, 2001, and ending on the date of adoption of this amendmentand restatement, the lump sum Actuarial Equivalent of a Participant’s Accrued Benefit for purposes of Section 5.6 shall be determined on the basis of theassumptions which would be used as of the first day of the Plan Year containing the date of distribution by the Pension Benefit Guaranty Corporation forpurposes of determining the present value of a lump sum distribution upon plan termination, if the use of such assumptions would result in a greater benefit.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX BMINIMUM DISTRIBUTION INCIDENTAL BENEFIT TABLE Excess if Age of Participantover Age of Beneficiary ApplicablePercentage 10 years or less 100% 11 96% 12 93% 13 90% 14 87% 15 84% 16 82% 17 79% 18 77% 19 75% 20 73% 21 72% 22 70% 23 68% 24 67% 25 66% 26 64% 27 63% 28 62% 29 61% 30 60% 31 59% 32 59% 33 58% 34 57% 35 56% 36 56% 37 55% 38 55% 39 54% 40 54% 41 53% 42 53% 43 53% 44 and greater 52% Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE A – RETIREMENT FACTORS ENHANCED AGE AT BENEFITCOMMENCEMENT DATE ENHANCEDRETIREMENT FACTORS 50 80% 51 84% 52 88% 53 92% 54 96% 55 100% 56 100% 57 100% 58 100% 59 100% 60 100% 61 100% 62 100% 62 100% 63 100% 64 100% 65 100% The foregoing factors will be interpolated based on the Eligible Participant’s Age rounded to the nearest month.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE B – ENHANCED DEFERRED VESTED PENSION FACTORS ACTUAL AGE VESTED BENEFITS BEGIN ENHANCED AGE AT TERMINATION 50 51 52 53 54 55 56 57 58 59 >=60 >=49 70.0% 73.0% 76.0% 79.0% 82.0% 85.0% 88.0% 91.0% 94.0% 97.0% 100.0% 48 69.0% 72.1% 75.2% 78.3% 81.4% 84.5% 87.6% 90.7% 93.8% 96.9% 100.0% 47 68.0% 71.2% 74.4% 77.6% 80.8% 84.0% 87.2% 90.4% 93.6% 96.8% 100.0% 46 67.0% 70.3% 73.6% 76.9% 80.2% 83.5% 86.8% 90.1% 93.4% 96.7% 100.0% 45 66.0% 69.4% 72.8% 76.2% 79.6% 83.0% 86.4% 89.8% 93.2% 96.6% 100.0% >45 Reverts to Standard Deferred Vested Pension Plan factors under theregular terms of the Service Annuity Plan. The foregoing factors will be interpolated on the Eligible Participant’s Age rounded to the nearest months.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.6EXELON CORPORATIONEMPLOYEE SAVINGS PLANAmended and Restated Effective as of January 1, 2013Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.EXELON CORPORATION EMPLOYEE SAVINGS PLANTABLE OF CONTENTS Page ARTICLE 1 TITLE, PURPOSE AND EFFECTIVE DATES 1 ARTICLE 2 DEFINITIONS 1 ARTICLE 3 PARTICIPATION 7 Section 3.1. Eligibility for Participation 7 Section 3.2. Applications for Before-Tax Contributions and After-Tax Contributions 8 Section 3.3. Transfer to Affiliates 11 ARTICLE 4 EMPLOYER CONTRIBUTIONS 11 Section 4.1. Before-Tax Contributions 11 Section 4.2. 402(g) Annual Limit on Before-Tax Contributions 15 Section 4.3. Employer Matching Contributions 18 Section 4.4. Limitations on Contributions for Highly-Compensated Eligible Employees 21 Section 4.5. Limitation on Employer Contributions 30 ARTICLE 5 EMPLOYEE CONTRIBUTIONS 31 Section 5.1. After-Tax Contributions 31 Section 5.2. Rollover Contributions 32 Section 5.3. Special Accounting Rules for Rollover Contributions 34 ARTICLE 6 TRUST AND INVESTMENT FUNDS 34 Section 6.1. Trust 34 Section 6.2. Investment Funds 35 ARTICLE 7 PARTICIPANT ACCOUNTS AND INVESTMENT ELECTIONS 35 Section 7.1. Participant Accounts and Investment Elections 35 Section 7.2. Allocation of Net Income of Trust Fund and Fluctuation in Value of Trust Fund Assets 37 Section 7.3. Allocations of Contributions Among Participants’ Accounts 39 Section 7.4. Limitations on Allocations Imposed by Section 415 of the Code 40 Section 7.5. Correction of Error 42 ARTICLE 8 WITHDRAWALS AND DISTRIBUTIONS 42 Section 8.1. Withdrawals and Distributions Prior to Termination of Employment 42 Section 8.2. Loans to Participants 48 Section 8.3. Distributions Upon Termination of Employment 51 Section 8.4. Time of Distribution 55 (i)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 8.5. Designation of Beneficiary 57 Section 8.6. Distributions to Minor and Disabled Distributees 59 Section 8.7. “Lost” Participants and Beneficiaries 59 Section 8.8. Death Benefits Under USERRA 60 ARTICLE 9 PARTICIPANTS’ STOCKHOLDER RIGHTS 60 Section 9.1. Voting Shares of Common Stock 60 Section 9.2. Tender Offers 61 ARTICLE 10 SPECIAL PARTICIPATION AND DISTRIBUTION RULES RELATING TO REEMPLOYMENT OF TERMINATEDEMPLOYEES AND EMPLOYMENT BY RELATED ENTITIES 63 Section 10.1. Change of Employment Status 63 Section 10.2. Reemployment of an Eligible Employee Whose Employment Terminated Prior to His or Her Becoming a Participant 63 Section 10.3. Reemployment of a Terminated Participant 64 Section 10.4. Employment by an Affiliate 64 Section 10.5. Leased Employees 64 Section 10.6. Reemployment of Veterans 65 ARTICLE 11 ADMINISTRATION 68 Section 11.1. The Administrator, the Investment Office and the Corporate Investment Committee 68 Section 11.2. Claims Procedure 72 Section 11.3. Procedures for Domestic Relations Orders 74 Section 11.4. Notices to Participants, Etc. 76 Section 11.5. Notices to Administrator 76 Section 11.6. Records 76 Section 11.7. Reports of Trustee and Accounting to Participants 77 Section 11.8. Electronic Media 77 ARTICLE 12 PARTICIPATION BY OTHER EMPLOYERS 77 Section 12.1. Adoption of Plan 77 Section 12.2. Withdrawal from Participation 78 Section 12.3. Company as Agent for Employers 78 ARTICLE 13 CONTINUANCE BY A SUCCESSOR 78 ARTICLE 14 MISCELLANEOUS 79 Section 14.1. Expenses 79 Section 14.2. Non-Assignability 80 Section 14.3. Employment Non-Contractual 82 (ii)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 14.4. Limitation of Rights 82 Section 14.5. Merger or Consolidation with Another Plan 82 Section 14.6. Gender and Plurals 82 Section 14.7. Applicable Law 83 Section 14.8. Severability 83 Section 14.9. No Guarantee 83 Section 14.10. Statute of Limitations for Actions under the Plan 83 Section 14.11. Forum for Legal Actions under the Plan 84 Section 14.12. Legal Fees 84 ARTICLE 15 TOP-HEAVY PLAN REQUIREMENTS 85 Section 15.1. Top-Heavy Plan Determination 85 Section 15.2. Definitions and Special Rules 85 Section 15.3. Minimum Contribution for Top-Heavy Years 86 ARTICLE 16 AMENDMENT, ESTABLISHMENT OF SEPARATE PLAN AND TERMINATION 87 Section 16.1. Amendment 87 Section 16.2. Establishment of Separate Plan 88 Section 16.3. Termination and Distributions upon Termination of the Plan 89 Section 16.4. Trust Fund to Be Applied Exclusively for Participants and Their Beneficiaries 90 SUPPLEMENT I Transfers from Other Plans I-1 SUPPLEMENT II Elective Transfers Between This Plan and Plans of Affiliates or the TXU 401(k) Plan II-1 SUPPLEMENT III Merger of Certain AmerGen Plans into this Plan III-1 SUPPLEMENT IV Merger of New England Plan into this Plan IV-1 SUPPLEMENT V Transfers from the Exelon Corporation 401(k) Profit Sharing Plan No. 2 V-1 (iii)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 1TITLE, PURPOSE AND EFFECTIVE DATESThe title of this Plan shall be the “Exelon Corporation Employee Savings Plan.” This Plan is an amendment and restatement of the Plan as in effect onDecember 31, 2012, and shall be effective January 1, 2013 in respect of Participants whose employment terminates on or after such date, provided, however,that any provision that specifies a different effective date shall be effective as of such date; and provided, further that, the provisions of Article 9 (relating toparticipants’ stockholders rights), Article 10 (relating to special participation and distribution rules relating to reemployment of terminated employees andemployment by related entities), Article 11 (relating to administration), Article 14 (relating to miscellaneous provisions) and Article 16 (relating to amendmentand termination of the Plan) shall be effective for all such persons.This Plan is designated as a “profit sharing plan” within the meaning of section 1.401-1(a)(2)(ii) of the Regulations; and is also designated as an ERISAsection 404(c) Plan within the meaning of section 2550.404c-1 of the Regulations. In addition, the portion of the Plan invested in the Employer Stock Funddescribed in Section 6.2 is designated as an “employee stock ownership plan” within the meaning of section 4975(e)(7) of the Code and, as such, is designedto invest primarily in “qualifying employer securities” as defined in section 4975(e)(8) of the Code.ARTICLE 2DEFINITIONSAs used herein, the following words and phrases shall have the following respective meanings when capitalized:(1) Administrator. The Company acting through its Director, Employee Benefit Plans & Programs, or such other person or committee appointedpursuant to Section 11.1 (relating to the Administrator, the Investment Office and the Corporate Investment Committee). 1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) Affiliate. (a) A corporation that is a member of the same controlled group of corporations (within the meaning of section 414(b) of the Code) as anEmployer, (b) a trade or business (whether or not incorporated) under common control (within the meaning of section 414(c) of the Code) with an Employer,(c) any organization (whether or not incorporated) that is a member of an affiliated service group (within the meaning of section 414(m) of the Code) thatincludes an Employer, a corporation described in clause (a) of this subdivision or a trade or business described in clause (b) of this subdivision or (d) anyother entity that is required to be aggregated with an Employer pursuant to Regulations promulgated under section 414(o) of the Code.(3) After-Tax Contributions. Contributions made by a Participant pursuant to Section 5.1.(4) After-Tax Contributions Account. The account established pursuant to Section 7.1 to which shall be credited (i) a Participant’s After-TaxContributions, (ii) any after-tax contributions transferred to the Plan from the PECO Energy Company Employee Savings Plan (including any after-taxcontributions transferred to such plan from the Philadelphia Electric Company Tax Reduction Act Stock Ownership Plan) on behalf of such Participant and(iii) earnings (or losses) thereon.(5) Before-Tax Contributions. Contributions made on behalf of a Participant pursuant to Section 4.1. The term “Before-Tax Contributions” includesDesignated Roth Contributions, if any, including Catch-Up Contributions.(6) Before-Tax Contributions Account. The account established pursuant to Section 7.1 to which shall be credited (i) a Participant’s Before-TaxContributions other than Catch-Up Contributions, (ii) any before-tax contributions transferred to the Plan from the PECO Energy Company EmployeeSavings Plan on behalf of such Participant and (iii) earnings (or losses) thereon.(7) Beneficiary. The person or persons entitled under Section 8.5 to receive benefits in the event of the death of a Participant. For any period in which thePlan is not an “ERISA section 404(c) Plan” as defined in the Regulations under section 404(c) of ERISA, each Beneficiary shall be a “named fiduciary” withinthe meaning of section 402(a)(1) of ERISA for the sole purpose of directing the Trustee with respect to the exercise of shareholder rights pursuant to Article 9(relating to Participants’ stockholder rights).(8) Catch-Up Contributions. Before-Tax Contributions made pursuant to paragraph (d) of Section 4.1 (relating to Catch-Up Contributions) by aParticipant who has attained age 50 before the close of the relevant Plan Year.(9) Catch-Up Contributions Account. The account established pursuant to Section 7.1 for each Participant who has attained age 50 to which shall becredited a Participant’s Catch-Up Contributions(10) CEG. Constellation Energy Group, Inc. and any of its affiliates that was an affiliate immediately before the Effective Time (as such term is definedin the Merger Agreement). 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(11) Code. The Internal Revenue Code of 1986, as amended.(12) Common Stock. The common stock, without par value, of Exelon Corporation.(12) Company. Exelon Corporation, a Pennsylvania corporation, or any successor to such corporation that adopts the Plan pursuant to Article 13(relating to continuance by a successor).(13) Compensation. The normal base pay under the applicable Exelon East or West payroll of an Employee from an Employer for personal servicesrendered, including (i) nuclear license premiums for management employees, (ii) meter readers’ bonuses, (iii) payments attributable to worker’s compensationreceived from an Employer, (iv) taxable payments received by an employee under the Exelon Corporation Disability Benefit Plan, (v) solely for employees whoare employed by Exelon Boston Services LLC who are represented by Local 369 of the Utility Workers Union of America, AFL-CIO, overtime pay, (vi) solelyfor employees who are represented by IBEW Local Union 15 and covered under the collective bargaining agreement between Commonwealth Edison Companyand IBEW Local Union 15, overtime pay, but only amounts paid with respect to hours worked in excess of an Employee’s normally scheduled hours,(vii) effective January 1, 2009, differential wage payments (as defined in section 3401(h) of the Code), and excluding (i) salary continuation or lump sumpayments under a severance benefit plan, or other severance arrangement, of an Employer, (ii) bonuses or incentive awards (other than meter readers’bonuses), (iii) overtime pay for management employees, (iv) shift premiums, (v) fringe benefits, (vi) other extraordinary payments and (vii) payments madein a form other than cash, but without reduction on account of the Employee’s election to have his or her pay reduced pursuant to a qualified cash or deferredarrangement described in section 401(k) of the Code (including any such election to make a Designated Roth Contribution), a qualified transportation fringebenefit program described in section 132(f) of the Code or a cafeteria plan described in section 125 of the Code. For purposes of the preceding sentence, thenormal base pay of an Employee who works and is compensated based on a shift schedule other than a basic work week consisting of five regularlyscheduled eight-hour work days shall be computed by multiplying the number of regularly scheduled basic work hours for which such Employee is paid byhis or her basic hourly rate, determined without regard to any premium payments made at an overtime rate for such work. An Employee’s “compensation”(within the meaning of section 415 of the Code) for any Plan Year in excess of the applicable dollar limitation contained in Section 401(a)(17) of the Code (asadjusted for changes in the cost of living pursuant to section 401(a)(17) of the Code), shall be not be taken into account for any purpose under the Plan.Notwithstanding the preceding, effective January 1, 2003, normal base pay shall also include lump sum merit increases to base pay. Notwithstanding theforegoing, an amount classified as Compensation under the preceding paragraphs shall not be Compensation for purposes of the Plan if such amount is paidto an Employee after the Employee’s severance from employment unless (i) such amount is regular compensation for services during the Employee’s regularworking hours or compensation for services outside the Employee’s regular working hours and (ii) such amount is paid on or before the later of (A) 2 1⁄2months after the Employee’s severance from employment and (B) the last day of the Plan Year during which the Employee’s severance from employmentoccurs. Finally, in no event shall Compensation for purposes of this Plan include any amount that is not “compensation” within the meaning of section415(c)(3) of the Code and section 1.415(c)-2 of the Regulations. 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(14) Corporate Investment Committee. The Company acting through the Committee consisting of the executives or other persons designated from time totime in the charter of such Committee.(15) Designated Roth Contributions. Before-Tax Contributions designated as Roth contributions pursuant to Section 4.2(e) (relating to UntaxedContributions and Designated Roth Contributions) by a Participant.(16) Designated Roth Contributions Account. The account established pursuant to Section 7.1 for each Participant to which shall be credited allDesignated Roth Contributions made on behalf of such Participant pursuant to Section 4.2(c) for Plan Years beginning on or after January 1, 2006 andearnings (or losses) thereon for each Participant who is not represented by IBEW Local Union 15 and covered under the collective bargaining agreementbetween Commonwealth Edison Company and IBEW Local Union 15 (“Local 15 Member”) and (b) for Plan Years beginning on or after January 1, 2009and earning (or losses) thereon for each Participant who is a Local 15 Member.(17) Disability. A physical or mental condition which, in the judgment of the Administrator, based upon medical reports and other evidence satisfactoryto the Administrator, permanently prevents a Participant from satisfactorily performing his or her usual duties or the duties of such other position available tohim and for which he is qualified by reason of his or her training, education or experience.(18) Effective Date. January 1, 2010.(19) Eligible Employee. An Employee other than (i) an Employee the terms of whose employment are subject to a collective bargaining agreement thatdoes not provide for participation in this Plan, (ii) an Employee on an unpaid leave of absence (except as required by applicable law respecting MilitaryService), (iii) an Employee paid on the temporary payroll of an Employer who has never completed 1,000 Hours of Service in any period of twelve consecutivemonths beginning with the Employee’s date of employment or any anniversary thereof, (iv) an individual rendering services to an Employer who is not on thepayroll of any Employer, (v) as of the Effective Time, an individual who was employed immediately prior to the Effective Time (as such term is defined inthe Merger Agreement) at CEG or a facility owned immediately before the Effective Time by CEG and (vi) an individual who is newly employed on or after theEffective Time (as such term is defined in the Merger Agreement) at a facility owned immediately before the Effective Time by CEG. It is expressly intendedthat an individual rendering services to an Employer pursuant to any of the following agreements shall be excluded from Plan participation pursuant to clause(iv) of this subdivision even if a court or administrative agency determines that such individual is an Employee: (a) an agreement providing that such servicesare to be rendered as an independent contractor, (b) an agreement with an entity, including a leasing organization within the meaning of section 414(n)(2) of theCode, that is not an Employer or (c) an agreement that contains a waiver of participation in the Plan.(20) Employee. An individual whose relationship with an Employer is, under common law, that of an employee. 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(21) Employer. The Company and any other Affiliate set forth on Appendix I hereto that, with the consent of the Company elects to participate in thePlan in the manner described in Article 12 either with respect to all Employees or a particular group of Employees of such Affiliate and any successor Affiliatethat adopts the Plan pursuant to Article 13. If any entity described in the preceding sentence withdraws from participation in the Plan pursuant to Section 12.2,such entity shall thereupon cease to be an Employer.(22) Employer Matching Contributions. Contributions made by an Employer pursuant to Section 4.3.(23) Employer Matching Contributions Account. The account established pursuant to Section 7.1 to which shall be credited (i) any Employer MatchingContributions made on behalf of a Participant, (ii) any employer matching contributions transferred to the Plan from the PECO Energy Company EmployeeSavings Plan (including any employer matching contributions transferred to such plan from the Philadelphia Electric Company Tax Reduction Act StockOwnership Plan) on behalf of such Participant and (iii) earnings (or losses) thereon.(24) ERISA. The Employee Retirement Income Security Act of 1974, as amended.(25) Hour of Service. Each hour for which an Employee is directly or indirectly compensated by, or entitled to receive compensation from, an Employer.For purposes of this subdivision, compensation shall mean the total earnings paid, directly or indirectly, to the Employee by an Employer, including anyback pay, irrespective of mitigation of damages, either awarded to the Employee or agreed to by an Employer. The computation of Hours of Service and theperiods to which Hours of Service are credited shall be determined under uniform rules adopted by the Administrator in accordance with Department of Laborregulations §2530.200b-2(b), (c) and (f).(26) Investment Office. The Company acting through the Exelon Investment Office.(27) Merger Agreement. That Agreement and Plan of Merger, dated as of April 28, 2011, by and among Exelon Corporation, Bolt AcquisitionCorporation and Constellation Energy Group, Inc.(28) Military Service. The performance of duty on a voluntary or involuntary basis in a “uniformed service” (as defined below) under competentauthority of the United States government and includes active duty, active duty for training, initial active duty for training, inactive duty training, full-timeNational Guard duty, and a period for which a person is absent from employment for the purpose of an examination to determine the fitness of the person toperform any such duty. For purposes of the preceding sentence, the term “uniformed service” means the Armed Forces, the Army National Guard and the AirNational Guard when engaged in active duty for training, inactive duty training, or full-time National Guard duty, the commissioned corps of the PublicHealth service, and any other category of persons designated by the President of the United States in time of war or emergency.(29) Participant. An Eligible Employee who satisfies the conditions set forth in Section 3.1 (relating to eligibility for Participation). An individual shallcease to be a Participant upon the complete distribution, or transfer of his or her account under the Plan. For any period in which the 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Plan is not an “ERISA section 404(c) Plan” as defined in Regulations under section 404(c) of ERISA, each Participant shall be a “named fiduciary” within themeaning of section 402(a)(1) of ERISA for the sole purpose of directing the Trustee with respect to the exercise of shareholder rights pursuant to Article 9(relating to Participants’ stockholder rights).(30) Plan. The plan herein set forth, and as from time to time amended.(31) Plan Year. The twelve-month period beginning on each January 1.(32) Qualified Reservist. The term “Qualified Reservist” shall mean an individual who is (i) a member of a reserve component (as defined in chapter 1of title 37, United States Code) and (ii) ordered or called to active duty for a period in excess of 179 days or for an indefinite period, after September 11, 2001.(33) Regulations. Written final or temporary promulgations of the Department of Labor construing Title I of ERISA or the Internal Revenue Serviceconstruing the Code.(34) Rollover Account. The account established pursuant to Section 7.1 to which shall be credited (i) any rollover contribution made by or on behalf ofan Eligible Employee or a Participant, (ii) any rollover contribution transferred to the Plan from the PECO Energy Company Employee Savings Plan on behalfof such Participant and (iii) earnings (or losses) thereon.(35) Spouse. The individual who is a husband or wife of a Participant as the result of a legal union between one man and one woman, within themeaning of the Defense of Marriage Act.(36) Termination Date. (a) The date an Employee quits, retires, is discharged from employment by an Employer or dies, (b) the date the Employee’semployer ceases to be an Employer on account of its sale to a party or parties that do not qualify as an Affiliate of any Employer, (c) the first anniversary ofthe Employee’s first date of absence from employment by an Employer for any other reason, except as provided in clause (d) or (e) below, (d) in the case of anEmployee who is absent from employment for maternity or paternity reasons, the second anniversary of the first date of such absence or (e) the last datefollowing a period of Military Service as of which the Employee has reemployment rights under applicable law. For purposes of this subdivision, an absencefrom employment for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the Employee, (2) by reason of the birth of a child ofthe Employee, (3) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee or (4) for purposesof caring for such child for a period beginning immediately following such birth or placement. Notwithstanding the foregoing sentences, an Employee’sabsence from employment for maternity or paternity reasons or for Military Service shall not be considered in determining the Employee’s Termination Dateunless the Employee, upon the Administrator’s request, provides certification that the leave was taken for one of the reasons enumerated in the precedingsentence.(37) Trust. The trust created by agreement between the Company and the Trustee, as from time to time amended.(38) Trust Fund. All money and property of every kind of the Trust held by the Trustee pursuant to the terms of the Trust agreement. 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(39) Trustee. The trustee that executes the Trust instrument provided for in Article 6, or any successor trustee or, if there is more than one trustee actingat any time, all of such trustees collectively.(40) Untaxed Contributions. Before-Tax Contributions not designated as Designated Roth Contributions pursuant to Section 4.2(e) (relating to UntaxedContributions and Designated Roth Contributions) by a Participant.(41) Untaxed Contributions Account. The account established pursuant to Section 7.1 for each Participant to which shall be credited (a) all Before-TaxContributions that are made on behalf of the Participant pursuant to Section 4.2 for Plan Years beginning prior to January 1, 2006 with respect to a Participantwho is not a Local 15 Member and for Plan Years beginning before January 1, 2009 with respect to a Participant who is a Local 15 Member, (b) any before-tax contributions transferred to the Plan from the PECO Energy Company Employee Savings Plan on behalf of such Participant, (c) all Before-TaxContributions that are Untaxed Contributions made pursuant to Section 4.2 for Plan Years beginning on or after January 1, 2006 with respect to a Participantwho is not a Local 15 Member and for Plan Years beginning before January 1, 2009 with respect to a Participant who is a Local 15 Member, and (d) earnings(or losses) thereon.(42) Valuation Date. Each business day, as determined by the Trustee, or such other days as the Administrator may designate.(43) VRU. The telephonic voice response unit designated by the Administrator, which may be used to make certain elections under the Plan. The VRUshall require each Participant, or Beneficiary, as the case may be, to provide such identification data as may, from time to time, be required by the VRU. TheAdministrator shall cause to be kept such records of VRU activity as it shall deem necessary or appropriate, and such records shall constitute validauthorization of the elections made by each Participant and Beneficiary for all purposes of the Plan and applicable Regulations. No written authorization shallbe required from a Participant or Beneficiary after an election has been made by calling the VRU.ARTICLE 3PARTICIPATIONSection 3.1. Eligibility for Participation.Each Eligible Employee who immediately before the Effective Date was a Participant in the Plan shall continue to be a Participant as of the EffectiveDate. Each other Eligible Employee who is a member of a bargaining unit represented by IBEW Local Union 15 shall be eligible to become a Participant on thefirst day of the payroll period coinciding with or next following the date he or she has completed three months of employment with an Employer (regardless ofthe 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.number of Hours of Service actually performed). Each other Eligible Employee who is not a member of a bargaining unit represented by IBEW Local Union15 shall be eligible to become a Participant on the first day of the payroll period coinciding with or next following the date of his or her employment.Section 3.2. Applications for Before-Tax Contributions and After-Tax Contributions.(a) Regular Payroll Before-Tax and After-Tax Contributions. Each Eligible Employee who desires to commence Before-Tax Contributions or After-TaxContributions shall make a request in the manner prescribed by the Administrator specifying the Employee’s chosen rate of Before-Tax Contributions for eachpayroll period or his or her chosen rate of After-Tax Contributions for each payroll period, or both. Such request shall authorize the Employee’s Employer toreduce the Eligible Employee’s Compensation by the amount of any such Before-Tax Contributions, to make regular payroll deductions of any such After-TaxContributions or both, as the case may be. The request shall also specify the Employee’s investment elections pursuant to Section 7.1(b) and shall evidencethe Employee’s acceptance of and agreement to all provisions of the Plan. In addition, an Eligible Employee who is not a member of a bargaining unitrepresented by IBEW Local Union 15 on the date of his or her employment may elect, in accordance with the provisions of this paragraph (a), to become aParticipant on the first day of the payroll period coinciding with or next following such date. All requests to commence contributions pursuant to thisparagraph (a) shall be effective as of such time after the Administrator (or its delegate) receives such request as shall be established by the Administrator,provided, that all such requests shall be effective on the first day of a payroll period commencing not more than 30 days after receipt thereof by theAdministrator (or its delegate). 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Quarterly Incentive Award Before-Tax Contributions. With respect to quarterly incentive awards earned prior to January 1, 2002, each EligibleEmployee may request, in the manner prescribed by the Administrator, to reduce his or her compensation by an amount equal to 100 percent of any suchquarterly incentive awards that would otherwise be paid to such Participant; provided, however, that for the 2001 Plan Year, such reduction shall be availablesolely with respect to quarterly incentive awards payable on or after the later of (i) March 31, 2001 and (ii) the first date thereafter which the Administratordetermines is administratively practicable with respect to Employees of such Participant’s Employer. Before-Tax Contributions pursuant to this paragraph(b) shall be invested in accordance with the Participant’s investment election under paragraph (a) of this Section 3.2 (or, if no such election is in effect, inaccordance with an investment election made by such Participant in the manner prescribed by the Administrator).(c) Automatic Enrollment for Certain Employees. (i) Deemed Election of Default Before-Tax Contributions. A Participant whose hire date is on or afterApril 6, 2009 and who does not make an election pursuant to paragraph (a) of this Section 3.2 to make Before-Tax Contributions or After-Tax Contributionsshall be deemed to have elected to make Before-Tax Contributions (“Default Before-Tax Contributions”) equal to 3 percent (“Default Percentage”) of his or herCompensation for each payroll period and to have his or her Employer reduce his or her Compensation by the amount thereof. Such Participant’s DefaultPercentage will increase by 1 percent each Plan Year, beginning with the second Plan Year that begins after the Default Percentage first applies to theParticipant, until it reaches 5 percent. The increase will be effective March 1 of each applicable Plan Year. Notwithstanding the foregoing, in the event aParticipant’s initial Default Before-Tax Contribution occurs during the period commencing on December 1 and ending the last day of February, the initialincrease to such Participant’s Default Percentage shall commence on the March 1 of the calendar year following the first anniversary of the Participant’s initialDefault Before-Tax Contribution. The effective date of such Participant’s deemed election shall be 90 days after the Participant receives a notice of his or herrights and obligations under 9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.this paragraph (c)(i) (the “Automatic Enrollment Notice”). During the 90-day period after the Participant receives the Automatic Enrollment Notice, theParticipant shall have an opportunity to make an affirmative election to (1) not have any Default Before-Tax Contributions made on his or her behalf or(2) have Before-Tax Contributions made in a different amount or percentage of Compensation by giving direction to the Administrator (or its delegate) in themanner prescribed by the Administrator. Any deemed election described in this paragraph (c)(i) shall be effective only with respect to Compensation notcurrently available to the Participant. Each Participant whose hire date is on or after April 6, 2009 shall be a “covered employee” for purposes of section1.414(w)-1(e)(3) of the Regulations, regardless of whether such Participant makes an affirmative election regarding Before-Tax Contributions. Notwithstandingthe foregoing, an Employee who on or after April 6, 2009 becomes eligible to participate in the Plan as a result of the Employee’s rehire by an Employer shallnot be deemed to have made an election automatically to have Before-Tax Contributions made on his or her behalf pursuant to this paragraph (c)(i) or deemedto be a “covered employee.”(ii) Withdrawal of Default Before-Tax Contributions. A covered employee deemed to elect Default Before-Tax Contributions pursuant to paragraph (c)(i)may elect, no later than 90 days after the first payroll date that the first Default Before-Tax Contributions on behalf of the covered employee occurs, to receive adistribution equal to the amount of all such contributions (adjusted for earnings and losses and reduced by any applicable fees) made with respect to thecovered employee through the earlier of (1) the pay date for the second payroll period that begins after the covered employee’s withdrawal request and (2) thefirst pay date that occurs after 30 days following the covered employee’s request. An election by a covered employee to withdraw Default Before-TaxContributions pursuant to this paragraph (c)(ii) shall be deemed to be an election by the covered employee, as of the date of the withdrawal election, to reducehis Before-Tax Contribution percentage to 0 percent (subject to any affirmative election by the covered employee to the contrary). 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 3.3. Transfer to Affiliates.If a Participant is transferred from one Employer to another Employer or from an Employer to an Affiliate, such transfer shall not terminate theParticipant’s participation in the Plan and such Participant shall continue to participate in the Plan until an event occurs that would have terminated his or herparticipation had the Participant continued in the service of an Employer until the occurrence of such event; provided, however, that a Participant shall not beentitled (i) to make contributions to the Plan, or (ii) to have contributions made on his or her behalf to the Plan during any period of employment by anyAffiliate that is not an Employer with respect to such Participant. Periods of employment with an Affiliate shall be taken into account only to the extent setforth in Section 10.4 (relating to employment by Affiliates). Payments received by a Participant from an Affiliate that is not an Employer with respect to suchParticipant shall not be treated as compensation for any purposes under the Plan.ARTICLE 4EMPLOYER CONTRIBUTIONSSection 4.1. Before-Tax Contributions.(a) Initial Election Respecting Regular Payroll Before-Tax Contributions. Subject to the limitations set forth in Sections 4.2 (relating to the 402(g) annuallimit on Before-Tax Contributions), 4.4 (relating to limitations on contributions for highly compensated Eligible Employees), 4.5 (relating to the limitation onEmployer contributions) and 7.4 (relating to limitations on allocations imposed by section 415 of the Code), each Employer shall contribute (i) on behalf ofeach Participant who is an Eligible Employee of such Employer and is a member of a bargaining unit represented by IBEW Local Union 15 an amount equalto a whole percentage not 11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.less than 1 and not more than 15 percent of such Participant’s Compensation for each payroll period as designated by the Participant in his or her requestpursuant to Section 3.2(a), and (ii) on behalf of any other Participant who is an Eligible Employee of such Employer an amount equal to a whole percentagenot less than 1 and not more than 20 percent and, effective as of January 1, 2006, 50 percent, of such Participant’s Compensation for each payroll period asdesignated by the Participant on his or her request pursuant to Section 3.2(a). Before-Tax Contributions described in the preceding sentence shall be deliveredto the Trustee no less frequently than bi-weekly. In addition, if back-pay is awarded to a Participant who is an Eligible Employee and any portion of suchback-pay constitutes Compensation as defined in subdivision (13) of Article 2 (relating to the definition of Compensation), the Employer of such Participantshall contribute on behalf of such Participant an amount equal to the Before-Tax Contribution percentage, which was most recently chosen by the Participantin his or her request pursuant to Section 3.2(a), of such back-pay that constitutes Compensation. A Before-Tax Contribution described in the precedingsentence shall be treated under the Plan in the same manner as all other Before-Tax Contributions and shall be delivered to the Trustee as soon as practicableafter the back-pay is paid to the Participant.If a Participant receives a hardship withdrawal pursuant to Section 8.1(a), then: (1) all Before-Tax Contributions made on behalf of such Participantpursuant to this Section 4.1 and After-Tax Contributions made by the Participant pursuant to Section 5.1 shall cease beginning with the first payroll periodbeginning after the date on which the Participant receives such hardship withdrawal; and (2) such Participant shall not again be eligible to elect suchcontributions until the first payroll period that coincides with or follows the date on which contributions ceased by six months. 12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Changes in the Rate or Suspension of Regular Payroll Before-Tax Contributions. A Participant’s Before-Tax Contributions pursuant to paragraph(a) of this Section 4.1 shall continue in effect at the rate designated by a Participant in his or her request until the Participant changes such designation orsuspends such contributions. A Participant may change such designation at any time by giving direction to the Administrator (or its delegate) in the mannerprescribed by the Administrator. Any such direction shall be limited to the contribution rates described in paragraph (a) of this Section 4.1.A Participant may suspend future Before-Tax Contributions pursuant to paragraph (a) of this Section 4.1 by giving notice to the Administrator (or itsdelegate) in the manner prescribed by the Administrator. A Participant who has ceased Before-Tax Contributions pursuant to this subsection may resumeBefore-Tax Contributions by so directing the Administrator (or its delegate) in the manner prescribed by the Administrator. All such directions to change therate of, suspend or resume Before-Tax Contributions shall be effective as of such time after the Administrator (or its delegate) receives any such direction asshall be established by the Administrator, provided that such direction shall be effective on the first day of a payroll period commencing not more than 30days after receipt thereof by the Administrator (or its delegate).(c) Elections Respecting Quarterly Incentive Award Before-Tax Contributions. With respect to quarterly incentive awards earned prior to January 1,2002, and subject to the limitations set forth in subdivision (13) of Article 2 (relating to the $170,000 limitation on Compensation) and Sections 4.2 (relating tothe 402(g) limit on Before-Tax Contributions), 4.4 (relating to limitations on contributions for highly compensated Eligible Employees), 4.5 (relating to thelimitation on Employer contributions) and 7.4 (relating to limitations on allocations imposed by section 415 of the Code), each Employer shall contribute onbehalf of each Participant who has filed a request in accordance with Section 3.2(b) an amount equal to 100 percent of the amount of any such quarterlyincentive awards payable to such Participant on or after the effective date of such request. A Participant’s Before-Tax Contributions pursuant to this paragraph(c) shall continue in 13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.effect until the Participant suspends such contributions. A Participant may suspend such contributions by giving direction to the Administrator (or itsdelegate) in the manner prescribed by the Administrator. Any such direction to suspend Before-Tax Contributions pursuant to this paragraph (c) shall beeffective beginning with the quarterly incentive award payable in the calendar quarter immediately following the calendar quarter in which such direction isreceived by the Administrator (or its delegate). Before-Tax Contributions pursuant to this paragraph (c) shall be delivered to the Trustee not later than thefifteenth business day of the month following the month in which the related quarterly incentive award is payable.(d) Catch-Up Contributions. Effective for payroll periods beginning on or after August 1, 2002, each Participant who pursuant to paragraph (a) of thisSection 4.1 is eligible to make Before-Tax Contributions for any Plan Year and who shall attain age 50 before the close of such Plan Year shall be eligible tohave Before-Tax Contributions made in addition to those described in paragraph (a) of this Section 4.1 (“Additional Before-Tax Contributions”) if no otherBefore-Tax Contributions to be made pursuant to paragraph (a) of this Section 4.1 may be made to the Plan for such payroll period by reason of the limitationsof Section 4.2 (relating to the 402(g) annual limit on Before-Tax Contributions). Notwithstanding the preceding sentence, in no event shall the amount ofAdditional Before-Tax Contributions exceed (i) in the case of a Participant who is represented by IBEW Local Union 15 and covered under that certainCollective Bargaining Agreement dated September 15, 2000 between Commonwealth Edison Company and IBEW Local Union 15, 40 percent of suchParticipant’s Compensation for any payroll period, and (ii) in the case of any other Participant, 50 percent of such Participant’s Compensation for any payrollperiod. Such Additional Before-Tax Contributions shall be elected, made, suspended, resumed and credited in a manner similar to that described inparagraphs (a), (b) and (c) of this Section 4.1 and in accordance with and subject to such additional rules and limitations of section 414(v) of the 14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Code and otherwise as the Administrator determines. To the extent such Additional Before-Tax Contributions are not “Catch-Up Contributions” as defined forpurposes of section 414(v) of the Code, they shall be taken into account, and to the extent such Additional Before-Tax Contributions are Catch-UpContributions they shall not be taken into account, for purposes of Article 4 or 7 or other provisions of the Plan implementing the required limitations ofsections 401(k)(3), 401(k)(11), 401(k)(12), 402(g), 404, 410(b), 415 or 416 of the Code, as applicable.Section 4.2. 402(g) Annual Limit on Before-Tax Contributions.(a) General Rule. Notwithstanding the provisions of Section 4.1 (relating to Before-Tax Contributions), a Participant’s Before-Tax Contributions for anycalendar year, together with amounts contributed under all other plans and arrangements maintained by an Employer or Affiliate and described in sections401(k), 408(k), 408(p) or 403(b) of the Code, and excluding any Additional Before-Tax Contributions made to the Plan pursuant to paragraph (d) ofSection 4.1 which are Catch-Up Contributions described in such paragraph or Default Before-Tax Contributions that are withdrawn pursuant to paragraph(c)(ii) of Section 3.2, shall not exceed the applicable dollar amount under section 402(g) of the Code (as adjusted for cost-of-living increases in accordance withsection 402(g)(5) of the Code) for such calendar year.(b) Correction of Excess Before-Tax Contributions. If for any calendar year a Participant determines that the aggregate of the (i) Before-Tax Contributionsto this Plan, excluding any Additional Before-Tax Contributions made to the Plan pursuant to paragraph (d) of Section 4.1 which are Catch-Up Contributionsdescribed in such paragraph, and (ii) amounts contributed under other plans or arrangements described in sections 401(k), 408(k) or 403(b) of the Code willexceed the limit imposed by paragraph (a) of this Section 4.2 for the calendar year in which such contributions were made (“Excess Before-TaxContributions”), such Participant shall, pursuant to such rules and at such time following such calendar year as determined by the 15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Administrator, be allowed to submit a written request that the Excess Before-Tax Contributions plus any income and minus any loss allocable thereto bedistributed to him or her. The request described in this subsection shall be made in the manner and form prescribed by the Administrator and shall state theamount of the Participant’s Excess Before-Tax Contributions for the calendar year. The request shall be accompanied by the Participant’s written statement thatif such Excess Before-Tax Contributions are not distributed, such Excess Before-Tax Contributions, when added to amounts deferred under other plans orarrangements described under sections 401(k), 408(k), or 403(b) of the Code, excluding any contributions which are Catch-Up Contributions described insection 414(v) of the Code, will exceed the limit for such Participant under section 402(g) of the Code. A distribution of Excess Before-Tax Contributions(reduced by any amounts recharacterized or distributed pursuant to paragraph (e)(1) of Section 4.4 (relating to adjustments to comply with section 401(k)(3) ofthe Code)) shall be made no later than the applicable time period set forth in the Code and Regulations thereunder following the end of the Plan Year for whichsuch Excess Before-Tax Contributions were made, plus any income and minus any loss allocable thereto through the end of such Plan Year. The amount ofany income or loss allocable to such Excess Before-Tax Contributions shall be determined pursuant to applicable Regulations. If Excess Before-TaxContributions are distributed pursuant to this Section 4.2, any corresponding Employer Matching Contributions allocated to the Participant’s EmployerMatching Contributions Account, adjusted for income or loss pursuant to Regulations, to which such Participant would be entitled under Section 8.3 (relatingto distributions upon termination of employment) if such Participant had terminated employment on the last day of the calendar year during whichcontributions were made (or earlier if such Participant actually terminated employment at an earlier date) shall be distributed to such Participant and anyremaining amount of such corresponding Employer Matching Contributions, adjusted for income or loss, shall be forfeited. 16Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the provisions of this paragraph, any such Excess Before-Tax Contributions shall be treated as “annual additions” for purposes ofSection 7.4 (relating to limitations on allocations imposed by section 415 of the Code) and shall not be disregarded as Before-Tax Contributions for purposesof determining the average deferral percentage described in Section 4.4(d)(1) or, to the extent applicable, the average contribution percentage described inSection 4.4(d)(2), except that in the case of a non-highly compensated eligible employee, as that term is defined in Section 4.4(d)(4), such Excess Before-TaxContributions shall be ignored to the extent that such contributions are prohibited pursuant to section 401(a)(30) of the Code, which requires that Before-TaxContributions not exceed the limit described in paragraph (a) of Section 4.2 (relating to the annual limit on Before-Tax Contributions). Any distribution ofExcess Before-Tax Contributions to a Participant shall be treated as a distribution of the Untaxed Contributions, up to the extent Untaxed Contributions havebeen made by such Participant to the Plan for such Plan Year and, to the extent that distributions of Excess Before-Tax Contributions to such Participantexceed the Participant’s Untaxed Contributions for such Plan Year, the distributions of Excess Before-Tax Contributions shall be treated as Designated RothContributions made by the Participant to the Plan for the Plan Year.(c) Untaxed Contributions and Designated Roth Contributions. Effective for Before-Tax Contributions made (i) in the case of a Participant who is not aLocal 15 Member, for the 2006 Plan Year and thereafter, and (ii) in the case of a Participant who is a Local 15 Member, for the 2009 Plan Year and thereafter,an election made by a Participant to commence, change, suspend or resume Before-Tax Contributions pursuant to this Section 4.2 shall designate the portionof such contributions that are to be Designated Roth Contributions includible in the Participant’s gross income when made pursuant to section 402A of theCode. Such designation is irrevocable with respect to contributions made or to be made with respect to Compensation 17Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.currently available. Any such election made by a Participant which does not expressly designate a portion of Before-Tax Contributions as Designated RothContributions shall be deemed to designate no portion of Before-Tax Contributions as Designated Roth Contributions. Any Before-Tax Contributions that arenot Designated Roth Contributions are referred to herein as Untaxed Contributions.Section 4.3. Employer Matching Contributions.(a) Amount of Contributions. Subject to the limitations set forth in Sections 4.4 (relating to limitations on contributions for highly compensated EligibleEmployees), 4.5 (relating to the limitations on Employer contributions) and 7.4 (relating to limitations on allocations imposed by section 415 of the Code), andexcept as otherwise provided below, each Employer shall contribute the following for each payroll period on behalf of each Participant who is an Employee ofsuch Employer: (i)Effective beginning with the first payroll period in January 1, 2009, for each Participant who is a member of a bargaining unit represented byIBEW Local Union 15, an amount equal to 100 percent of Matched Contributions, as defined below, but only to the extent that MatchedContributions do not exceed 5 percent of the Participant’s Compensation for the payroll period; (ii)For each Participant who is covered under the collective bargaining agreement between Exelon Power Services LLC and Local 369 of the UtilityWorkers Union of America, AFL-CIO, if such Participant has completed less than 5 months of service with an Employer, no contribution shallbe made; if such Participant has completed more than 5 months of service but fewer than 12 months of service with an Employer, an amountequal to 50% of Matched Contributions, as defined below, but only the extent that Matched Contributions do not exceed 3 percent of theParticipant’s Compensation for the payroll period; if such Participant has completed at least 12 months of service with an Employer, an amountequal to 100% of Matched Contributions, but only to the extent that Matched Contributions do not exceed 3 percent of the Participant’sCompensation for the payroll period. For purposes of this paragraph, a month of service shall mean a consecutive period of employment duringwhich the Employee is employed by an Employer ending on the monthly anniversary of the Employee’s date of hire. A Participant who is creditedwith an additional month of service during a pay period and becomes eligible to receive an increased Employer Matching Contribution, shall notbe entitled to receive an increased Employer Matching Contribution until the first full payroll period following the payroll period in which suchParticipant is credited with such additional month of service; 18Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (iii)For each Participant who is classified as a non-exempt craft employee or clerical employee assigned to the Peachbottom, Limerick, Outage ServicesEast or Texas generating plant, an amount equal to 100 percent of Matched Contributions, as defined below, but only to the extent that MatchedContributions do not exceed 5 percent of the Participant’s Compensation for the payroll period; and (iv)For each other Participant, an amount equal to 60 percent of Matched Contributions, as defined below, but only to the extent that MatchedContributions do not exceed 5 percent of the Participant’s Compensation for the payroll period.In addition, each Participant described in clause (iv) of the preceding paragraph shall be eligible to receive a “Profit Sharing Matching Contribution,”provided that such Participant either (i) is an Employee of such Employer on the last day of such Plan Year, (ii) is not employed on such day as a result of anapproved unpaid leave of absence during such Plan Year, (iii) terminates employment during such Plan Year (1) after attaining age 50 and completing at least10 years of service, as determined by the Administrator, (2) as a result of circumstances entitling the Participant to separation benefits under an Employer’sseverance benefit plan, (3) as a result of a disability that entitles the Participant to benefits under an Employer’s long-term disability plan, or (4) on account ofthe Participant’s death. The “Profit Sharing Matching Contribution” shall be an amount (if any) determined by the Board of Directors of the Company (or theCompensation Committee thereof) in its sole discretion based on attainment of specified performance goals, and not exceeding 60% of a Participant’s MatchedContributions, as defined below, for each payroll period, but only to the extent that such Matched Contributions do not exceed 5 percent of the Participant’sCompensation for the payroll period. 19Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For purposes of this Section 4.3, “Matched Contributions” means the sum of (i) the Before-Tax Contributions made on behalf of the Participant for apayroll period, excluding Before-Tax Contributions made with respect to any quarterly incentive awards pursuant to paragraph (b) of Section 3.2, excludingAdditional Before-Tax Contributions which are Catch-Up Contributions described in section 414(v) of the Code and excluding Default Before-TaxContributions distributed pursuant to paragraph (c)(ii) of Section 3.2 (relating to withdrawal of Default Before-Tax Contributions), and (ii) the After-TaxContributions made by the Participant for such payroll period. Any Employer Matching Contributions made by an Employer with respect to Default Before-Tax Contributions that are withdrawn pursuant to paragraph (c)(ii) of Section 3.2, plus any earnings, shall be forfeited and used to reduce future EmployerMatching Contributions made by an Employer pursuant to this Section.In addition to the Employer Matching Contributions described above, in the case of a New England Plan Participant, as defined in Supplement IVattached hereto, whose Before-Tax Contributions exceed the limit described in Section 4.2 (relating to the 402(g) annual limit on Before-Tax Contributions), anadditional Employer Matching Contribution shall be made on behalf of such Participant in an amount equal to the amount described in clause (iii) aboveassuming that such Participant had continued making the same rate of Before-Tax Contributions that were in effect with respect to such Participant at the timesuch Before-Tax Contributions exceeded the limit described in Section 4.2.(b) Special Part-Time Employees. Notwithstanding paragraph (a) hereof, no Employer shall make a contribution pursuant to this Section 4.3 on behalfof any Participant who is a “part-time regular employee” as defined in an Agreement dated July 23, 1993 between the Company and the System Council U-25, I.B.E.W. (the “July 23, 1993 Agreement”), unless one of the following applies: (1)the Participant had in effect on July 23, 1993 an authorization to make contributions under the Plan as then in effect and elected pursuant to theJuly 23, 1993 Agreement and request by the Company to become a part-time regular employee during the initial staffing period that began July 23,1993 and ended December 31, 1993 (the “Initial Staffing Period”); 20Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (2)the Participant had in effect on the date the Participant became a part-time regular employee an authorization to make contributions under the Planas then in effect and chose the Option II Benefits Package as described in the July 23, 1993 Agreement, as amended; (3)the Participant did not have in effect on the date the Participant became a part-time regular employee an authorization to make contributions underthe Plan as then in effect and elected pursuant to the July 23, 1993 Agreement and request by the Company to become a part-time regular employeeduring the Initial Staffing Period; provided such Participant had in effect on any date after December 24, 1995 and before February 20, 1996 anauthorization to make contributions under the Plan; or (4)the Participant elected other than pursuant to the July 23, 1993 Agreement to become a part-time regular employee during the Initial StaffingPeriod; provided that such Participant had in effect on any date after December 24, 1995 and before February 20, 1996 and authorization tomake contributions under the Plan.(c) Time of Delivery of Contributions. Employer Matching Contributions for any Plan Year shall be delivered to the Trustee at the same time the Before-Tax contributions or After-Tax Contributions to which such Employer Matching Contributions relate are delivered to the Trustee.Section 4.4. Limitations on Contributions for Highly-Compensated Eligible Employees.(a) Limits Imposed by Section 401(k)(3) of the Code. Notwithstanding the provisions of Section 4.1 (relating to Before-Tax Contributions), if the Before-Tax Contributions for a Plan Year fail, or in the judgment of the Administrator are likely to fail, to satisfy both of the tests set forth in paragraphs (1) and(2) of this subsection, the adjustments prescribed in paragraph (e)(1) of this Section 4.4 shall be made. (1)The average deferral percentage for the group consisting of highly compensated eligible employees of all Employers does not exceed the product ofthe average deferral percentage for the group consisting of non-highly compensated eligible employees multiplied by 1.25. 21Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (2)The average deferral percentage for the group consisting of highly compensated eligible employees of all Employers (i) does not exceed the averagedeferral percentage for the group consisting of non-highly compensated eligible employees by more than two percentage points, and (ii) does notexceed two times the average deferral percentage for such group.Effective for payroll periods beginning on or after August 1, 2002, any Additional Before-Tax Contributions which are “Catch-Up Contributions” described inparagraph (d) of Section 4.1 shall not be considered as Before-Tax Contributions for purposes of determining whether the tests set forth in paragraphs (1) and(2) of this subsection are satisfied or for purposes of making any adjustments prescribed in paragraph (e) of this Section 4.4.(b) Limits Imposed by Section 401(m) of the Code. Notwithstanding the provisions of Section 4.3 (relating to Employer Matching Contributions) andSection 5.1 (relating to After-Tax Contributions), if the Employer Matching Contributions and After-Tax Contributions for a Plan Year fail, or in the judgmentof the Administrator are likely to fail, to satisfy both of the tests set forth in paragraphs (1) and (2) of this subsection, the adjustments prescribed inparagraph (e)(2) of this Section 4.4 shall be made. (1)The average contribution percentage for the group consisting of highly compensated eligible employees of all Employers does not exceed theproduct of the average contribution percentage for the group consisting of non-highly compensated eligible employees multiplied by 1.25. (2)The average contribution percentage for the group consisting of highly compensated eligible employees of all Employers (i) does not exceed theaverage contribution percentage for the group consisting of non-highly compensated eligible employees by more than two percentage points, and(ii) does not exceed two times the average contribution percentage for such group.(c) Aggregate Limit on Contributions. Deleted in its entirety. 22Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(d) Definitions. For purposes of this Section 4.4: (1)the “average deferral percentage” for a group of Eligible Employees with respect to a Plan Year shall be the average of the ratios, calculatedseparately for each Eligible Employee in such group to the nearest one-hundredth of one percent, of the Before-Tax Contributions made for thebenefit of such Eligible Employee to the total compensation paid to such Eligible Employee for the portion of such Plan Year during which suchEligible Employee was a Participant, except that no Additional Before-Tax Contributions which are “Catch-Up Contributions” described inparagraph (d) of Section 4.1 or Default Before-Tax Contributions that are withdrawn pursuant to paragraph (c)(ii) of Section 3.2 shall beconsidered as Before-Tax Contributions for purposes of determining a Participant’s average deferral percentage; (2)the “average contribution percentage” for a group of Eligible Employees with respect to a Plan Year shall be the average of the ratios, calculatedseparately for each Eligible Employee in such group to the nearest one-hundredth of one percent, of the Employer Matching Contributions made,After-Tax Contributions made and, in the Administrator’s sole discretion, to the extent permitted under Regulations or otherwise under the Code,the Before-Tax Contributions made during such year for the benefit of such Eligible Employee, except that no Additional Before-Tax Contributionswhich are “Catch-Up Contributions” described in paragraph (d) of Section 4.1, shall be considered as Before-Tax Contributions for purposes ofdetermining a Participant’s average contribution percentage, to such Eligible Employee’s compensation for the portion of such Plan Year duringwhich such Eligible Employee was a Participant; (3)the term “highly compensated eligible employee” shall mean any Eligible Employee who is a Participant, who performs service in thedetermination year and who (a) is a 5%-owner (as determined under section 416(i)(1)(A)(iii) of the Code) at any time during the Plan Year or thepreceding Plan Year or (b) both (1) is paid compensation in excess of $80,000 (as adjusted for increases in the cost of living in accordance withsection 414(q) of the Code) from an Employer for the preceding Plan Year, and (2) is in the group of employees consisting of the top 20% of theemployees of the Employer and its Affiliates when ranked on the basis of compensation paid during such preceding Plan Year; (4)the term “non-highly compensated eligible employee” shall mean any Eligible Employee who is a Participant, who performs services in thedetermination year and is not a highly compensated eligible employee; (5)the term “compensation” shall have the meaning set forth in section 414(s) of the Code or, in the discretion of the Administrator, any othermeaning in accordance with the Code for these purposes, except that for purposes of determining whether an Eligible Employee is a “highlycompensated eligible employee”, as described in paragraph (d)(3) of this Section 4.4, “compensation” shall have the meaning set forth in section415(c)(3) of the Code; 23Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (6)if this Plan and one or more other plans of the Employer to which Before-Tax Contributions, After-Tax Contributions, or qualified nonelectivecontributions (as such term is defined in section 401(m)(4)(C) of the Code) are made are treated as one plan for purposes of section 410(b) of theCode, such plans shall be treated as one plan for purposes of this Section. If a highly compensated eligible employee participates in this Plan andone or more other plans of the Employer to which any such contributions are made, all such contributions shall be aggregated for purposes of thisSection 4.4; and (7)if this Plan benefits Employees who are included in a unit of employees covered by a collective bargaining agreement and employees who are notincluded in such collective bargaining unit, this Plan shall be treated as comprising two or more separate plans, as determined by theAdministrator in accordance with applicable Regulations, for purposes of this Section 4.4. If such other plan has a plan year that is different fromthe Plan Year of this Plan, then the highly compensated eligible employee’s contributions made to such other plan during the Plan Year of this Planshall be aggregated with contributions of the same type made to this Plan for such Plan Year for purposes of determining the average deferralpercentage and average contribution percentage for this Plan for such Plan Year for the group of highly compensated eligible employees.This paragraph is inserted at the request of the Internal Revenue Service in order to obtain a favorable determination letter. In computing the “averagedeferral percentage” for a group of Eligible Employees with respect to a Plan Year, the Before-Tax Contributions that will be taken into account for such PlanYear will be only those that relate to compensation that would have been received by the Eligible Employee in the Plan Year or is attributable to servicesperformed by the Eligible Employee in the Plan Year and would have been received by the Eligible Employee within 2-1/2 months after the close of the PlanYear. In computing the “average contribution percentage” for a group of Eligible Employees with respect to a Plan Year, (i) an After-Tax Contribution will betaken into account only if it is paid to the Trust during such Plan Year or paid to an agent of the Plan and transmitted to the Trust within a reasonable timeafter the end of the Plan Year; (ii) an excess contribution that is recharacterized will be taken into account during the Plan Year in which the contribution wouldhave been received in cash by the Eligible Employee had 24Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the Eligible Employee not elected to defer the contribution; (iii) an Employer Matching Contribution will be taken into account only if it is made on account ofthe Eligible Employee’s Before-Tax Contributions or After-Tax Contributions, allocated to the Eligible Employee’s Account as of a date within that Plan Yearand paid to the Trust by the end of the twelfth month following the close of such Plan Year; and (iv) qualified matching contributions which are used to meetthe requirements of section 401(k)(3)(A) of the Code are not to be taken into account for purposes of the actual deferral percentage test of section 401(m) of theCode. To the extent required by law, the following will be treated as separate plans for purposes of sections 401(a)(4) and 410(b) of the Code: (i) the portion ofthe Plan that is a 401(k) plan, (ii) the portion of the Plan that is a section 401(m) plan; (iii) the portion of the plan that provides for contributions other thanelective, employee or matching; (iv) the portion of the Plan that is an ESOP; and (v) the portion of the plan that is not an ESOP.(e) Adjustments to Comply with Limits.(1) Adjustments to Comply with Section 401(k)(3) of the Code. The Administrator shall cause to be made such periodic computations as it shall deemnecessary or appropriate to determine whether either of the tests set forth in paragraph (a)(1) or (a)(2) of this Section 4.4 shall be satisfied during a Plan Year,and, if it appears to the Administrator that neither of such tests will be satisfied, the Administrator shall take such steps as it deems necessary or appropriateto reduce or otherwise adjust the Before-Tax Contributions contributed or to be contributed for all or a portion of such Plan Year on behalf of Participants whoare highly compensated eligible employees to the extent necessary in order for one of such tests to be satisfied. If, as of the end of the Plan Year, theAdministrator determines that, notwithstanding any adjustments made pursuant to the 25Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.preceding sentence, neither of the tests set forth in paragraph (a)(1) and (a)(2) of this Section 4.4 shall be satisfied with respect to such Plan Year, the totalamount by which Before-Tax Contributions must be reduced in order to satisfy either such test shall be calculated in the manner prescribed by section401(k)(8)(B) of the Code (the “excess contributions amount”). The Before-Tax Contributions made on behalf of the Participant who is a highly compensatedeligible employee and whose actual dollar amount of Before-Tax Contributions is the highest shall be reduced until such dollar amount equals the next highestactual dollar amount of Before-Tax Contributions made for such Plan Year on behalf of any highly compensated employee, or until the total reduction equalsthe excess contributions amount. If further reductions are necessary, then the Before-Tax Contributions on behalf of each Participant who is a highlycompensated eligible employee and whose actual dollar amount of Before-Tax Contributions is the highest (after the reduction described in the precedingsentence) shall be reduced in accordance with the previous sentence. Such reductions shall continue to be made to the extent necessary so that the totalreduction equals the excess contributions amount.To the extent that the sum of such reductions with respect to a Participant and the amount of other After-Tax Contributions allocated to such Participant’sAfter-Tax Contributions Account does not exceed 20 percent (10 percent in the case of a Participant who is a member of a bargaining unit represented by IBEWLocal Union 15) of the Participant’s Compensation, the amount of such reductions shall be treated as an After-Tax Contribution. To the extent such amountcannot be treated as an After-Tax Contribution because of the limitation described in the preceding sentence, such amount, plus any income and minus anyloss allocable thereto through the end of the Plan Year for which the After-Tax Contribution was made, shall be distributed to such Participant no later than 26Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the last day of the subsequent Plan Year and the Participant shall forfeit any corresponding Employer Matching Contributions related thereto plus any incomeand minus any loss allocable thereto through the end of the Plan Year for which the Employer Matching Contribution was made. The Participant shalldesignate the extent to which such distributed excess contributions are treated as Untaxed Contributions or Designated Roth Contributions (but only up to theextent that such types of contributions were made by the Participant to the Plan for the Plan Year) and, in the event that any such designation is not made or isincomplete, such distributed excess contributions shall be treated as Untaxed Contributions up to the extent Untaxed Contributions were made to the Plan forthe Plan Year and, to the extent that such distributed excess contributions exceed such Untaxed Contributions, such excess contributions shall be treated asdistributions of Designated Roth Contributions made to the Plan for the Plan Year.The amount of Before-Tax Contributions to be distributed to a Participant pursuant to this Section shall be reduced by any Before-Tax Contributionspreviously distributed to such Participant pursuant to Section 4.2(b) (relating to correction of Excess Before-Tax Contributions) for such Plan Year. Theamount of any income or loss allocable to any such reductions to be so distributed shall be determined pursuant to Regulations. The unadjusted amount of anysuch reductions so distributed shall be treated as “annual additions” for purposes of Section 7.4 (relating to limitations on allocations imposed by section 415of the Code). 27Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) Adjustments to Comply with Section 401(m) of the Code. The Administrator shall cause to be made such periodic computations as it shall deemnecessary or appropriate to determine whether either of the tests set forth in paragraph (b)(1) or (b)(2) of this Section 4.4 shall be satisfied during a Plan Year,and, if it appears to the Administrator that neither of such tests will be satisfied, the Administrator shall take such steps as it deems necessary or appropriateto adjust the Employer Matching Contributions made, After-Tax Contributions made, and any Before-Tax Contributions treated as Employer MatchingContributions pursuant to paragraph (d)(2) of this Section 4.4 for all or a portion of such Plan Year on behalf of Participants who are highly compensatedeligible employees to the extent necessary in order for one of such tests to be satisfied. If after the end of a Plan Year it is determined that regardless of any stepstaken neither of the tests set forth in paragraph (b)(1) or (b)(2) of this Section 4.4 shall be satisfied with respect to such Plan Year, the Administrator shallcalculate the total amount by which any such contributions on behalf of Participants who are highly compensated eligible employees must be reduced in orderto satisfy either such test, in the manner prescribed by section 401(m)(6) of the Code (the “excess aggregate contributions amount”). The amount to be reducedwith respect to Participants who are highly compensated eligible employees shall be determined by first reducing the After-Tax Contributions (including Before-Tax Contributions recharacterized as After-Tax Contributions pursuant to paragraph (e)(1) of this Section 4.4) and then by reducing the Employer MatchingContributions for each Participant whose actual dollar amount of such aggregate contributions for such Plan Year is highest until such reduced dollar amountequals the next highest dollar amount of such contributions for such Plan Year on behalf of any other highly compensated eligible employee, or until the totalreduction equals the excess aggregate contributions amount. If further reductions are necessary, such contributions on behalf of each Participant who is ahighly compensated eligible employee and whose actual dollar amount of such contributions is the highest (after the reduction described in the precedingsentence) shall be reduced in accordance with the preceding 28Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.sentence. Such reductions shall continue to be made to the extent necessary until the total reduction equals the excess aggregate contributions amount. If After-Tax Contributions are distributed pursuant to this paragraph (e)(2), any corresponding Employer Matching Contributions related thereto plus any income andminus any loss allocable through the end of the Plan Year for which the Employer Matching Contributions were made to which such Participant would beentitled under Section 8.3 (relating to distributions upon termination of employment) if such Participant had terminated employment on the last day of the PlanYear for which contributions were made (or earlier if any such Participant actually terminated employment at any earlier date) shall also be distributed withsuch After-Tax Contributions (and taken into account to determine whether further reductions are necessary), and any remaining amount of suchcorresponding Employer Matching Contributions plus any income and minus any loss allocable through the end of the Plan Year for which the EmployerMatching Contributions were made shall be forfeited. If the reductions required by this subparagraph exceed the amount of After-Tax Contributions made or tobe made by any Participant for such Plan Year and the amount of Employer Matching Contributions made or to be made on behalf of such Participant forsuch Plan Year, any Before-Tax Contributions made on behalf of such Participant that the Administrator has elected to treat as Employer MatchingContributions pursuant to paragraph (d)(2) of this Section 4.4 shall also be adjusted and taken into account in accordance with this subparagraph, except thatsuch Before-Tax Contributions may not be recharacterized as After-Tax Contributions. 29Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 4.5. Limitation on Employer Contributions.The contributions of an Employer for any Plan Year shall not exceed the maximum amount for which a deduction is allowable to such Employer forfederal income tax purposes for the fiscal year of such Employer that coincides with such Plan Year.Any contribution made by an Employer by reason of a good faith mistake of fact, or the portion of any contribution made by an Employer that exceedsthe maximum amount for which a deduction is allowable to such Employer for federal income tax purposes by reason of a good faith mistake in determiningthe maximum allowable deduction, shall upon the request of such Employer be returned by the Trustee to the Employer. An Employer’s request and the returnof any such contribution must be made within one year after such contribution was mistakenly made or after the deduction of such excess portion of suchcontribution was disallowed, as the case may be. The amount to be returned to an Employer pursuant to this paragraph shall be the excess of (i) the amountcontributed over (ii) the amount that would have been contributed had there not been a mistake of fact or a mistake in determining the maximum allowablededuction. Earnings attributable to the mistaken contribution shall not be returned to the Employer, but losses attributable thereto shall reduce the amount to beso returned. If the return to the Employer of the amount attributable to the mistaken contribution would cause the balance of any Participant’s account as of thedate such amount is to be returned (determined as if such date coincided with the close of a Plan Year) to be reduced to less than what would have been thebalance of such account as of such date had the mistaken amount not been contributed, the amount to be returned to the Employer shall be limited so as toavoid such reduction.Any Before-Tax Contributions returned to an Employer pursuant to this Section 4.5 shall be treated as the return of Untaxed Contributions, up to theextent Untaxed Contributions were made by such Participant to the Plan for such Plan Year and, to the extent that the returned contributions exceed suchUntaxed Contributions, such returned contributions shall be treated as Designated Roth Contributions made by the Participant to the Plan for the Plan Year. 30Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 5EMPLOYEE CONTRIBUTIONSSection 5.1. After-Tax Contributions.Subject to the limitations set forth in Section 4.4 (relating to limitations on contributions for highly-compensated Eligible Employees) and Section 7.4(relating to limitations on allocations imposed by section 415 of the Code), each Participant who is an Eligible Employee may elect in accordance withSection 3.2(a) to make After-Tax Contributions under the Plan by payroll deduction. After-Tax Contributions made by a Participant who is a member of abargaining unit represented by IBEW Local Union 15 for any payroll period shall equal a whole percentage not less than 1 nor more than 10 percent of theParticipant’s Compensation for such payroll period, as designated by the Participant in his or her request pursuant to Section 3.2(a). After-Tax Contributionsmade by any other Participant for any payroll period shall equal a whole percentage not less than 1 nor more than 20 percent and, effective as of January 1,2006, 50 percent, of the Participant’s Compensation for such payroll period, as designated by the Participant in his or her request pursuant to Section 3.2(a).Except as set forth below, After-Tax Contributions shall be delivered to the Trustee no less frequently than bi-weekly. In addition, if back-pay is awarded to aParticipant who is an Eligible Employee and any portion of such back-pay constitutes Compensation as defined in subsection (13) of Article 2 (relating to thedefinition of compensation), After-Tax Contributions shall be made for such Participant in an amount equal to the After-Tax Contribution percentage, whichwas most recently chosen by the Participant in his or her request pursuant to Section 3.2(a), of such back-pay that constitutes Compensation. An 31Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.After-Tax Contribution described in the preceding sentence shall be treated under the Plan in the same manner as all other After-Tax Contributions and shall bedelivered to the Trustee as soon as practicable after the back-pay is paid to the Participant. Except as provided in the following sentence and in Section 4.1,After-Tax Contributions shall be subject to the same provisions regarding commencement, change and suspension applicable to Before-Tax Contributions asset forth in Section 4.1. If a Participant who has not attained age 59 1⁄2 makes a withdrawal of After-Tax Contributions pursuant to Section 8.1(c), then:(a) After-Tax Contributions made by such Participant pursuant to this Section 5.1 shall cease beginning with the first payroll period beginning after the dateon which the Participant receives such withdrawal and (b) such Participant shall not again be eligible to elect such contributions until the first payroll periodthat coincides with or follows the date on which contributions ceased by 6 months.Section 5.2. Rollover Contributions.(a) The Trustee shall be authorized to receive, hold and distribute in accordance with the Plan, a direct rollover contribution consisting of cash,transferred to the Plan by (i) a qualified plan described in section 401(a) or 403(a) of the Code, including after-tax employee contributions to such plan, (ii) anannuity contract described in section 403(b) of the Code, excluding after-tax employee contributions or (iii) an eligible plan under section 457(b) of the Codewhich is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The Trustee shallalso be authorized to receive, hold and distribute in accordance with the Plan, a Participant contribution of an eligible rollover distribution from (A) a qualifiedplan described in section 401(a) or 403(a) of the Code, (B) an annuity contract described in section 403(b) of the Code, (C) an eligible plan under section457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a stateor (D) an individual retirement account or annuity 32Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.described in section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income. The amounts transferredmust be eligible rollover distributions, as defined in section 402(c) of the Code. Effective December 1, 2012, an eligible rollover distribution of a lump sumamount from a qualified defined benefit plan sponsored by the Company also may be contributed to this Plan in accordance with administrative rulesestablished by the Administrator. Notwithstanding any provision of the Plan to the contrary, a rollover contribution shall not include “designated Rothcontributions” described in section 402A of the Code or any related earnings with respect to such contributions.(b) Delivery of Rollover Contributions to Administrator. Except as otherwise provided in paragraph (a) of this Section 5.2, if an individual desires tomake a rollover contribution pursuant to such paragraph (a), such contribution either (i) shall be delivered by the individual to the Administrator and by theAdministrator to the Trustee on or before the 60th day after the day on which the Employee receives the distribution or on or before such later date as may beprescribed by law, or (ii) shall be transferred on behalf of the individual directly from the trust from which the eligible rollover distribution is made. Anycontribution that is delivered by the Eligible Employee must be accompanied by (i) a statement of the Employee that to the best of his or her knowledge theamount so transferred meets the conditions specified in paragraph (a) of this Section 5.2, (ii) a copy of such documents as may have been received by theEmployee advising him or her of the amount of and the character of such distribution and (iii) any investment election with respect to such contribution insuch form and manner as may be required by the Administrator. Notwithstanding the foregoing, the Administrator shall not accept a rollover contribution if inits judgment accepting such contribution would cause the Plan to violate any provision of the Code or Regulations, and the Administrator shall not be requiredto accept such a contribution to the extent it consists of property other than cash. 33Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 5.3. Special Accounting Rules for Rollover Contributions.If a rollover contribution is made by or on behalf of an Employee, the Administrator shall cause a Rollover Account to be established and maintained forsuch Employee to which shall be credited all rollover contributions made pursuant to Section 5.2. A rollover contribution shall be credited to such RolloverAccount as of the Valuation Date coinciding with or next following the date on which such contribution is delivered to the Trustee.If a rollover contribution is made by, or a direct transfer is made on behalf of, an Eligible Employee prior to becoming a Participant, such EligibleEmployee shall until such time as he or she becomes a Participant be deemed to be a Participant, and his or her Rollover Account and After-Tax ContributionsAccount, if any, shall be deemed to be an account of a Participant, for all purposes of the Plan except for the purposes of the allocation of contributionsprovided for in paragraphs (a), (b), (c), (d) and (e) of Section 7.3 and any determination of when he or she becomes a Participant pursuant to Article 3.ARTICLE 6TRUST AND INVESTMENT FUNDSSection 6.1. Trust.A Trust shall be created by the execution of a trust agreement between the Company and the Trustee. All contributions under the Plan shall be paid to theTrustee. The Trustee shall hold all monies and other property received by it and invest and reinvest the same, together with the income therefrom, on behalf ofthe Participants collectively in accordance with the provisions of the trust agreement. The Trustee shall make distributions from the Trust Fund at such timeor times to such person or persons and in such amounts as the Administrator directs in accordance with the Plan. 34Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 6.2. Investment Funds.The Trustee shall establish and maintain, or shall cause to be established and maintained, an investment fund herein called the “Employer Stock Fund”which shall be invested in Common Stock, and shall also include such short-term obligations and short-term liquid investments purchased by the Trustee, inaccordance with the Trust Agreement, pending the selection and purchase of the Common Stock or as otherwise determined by the Trustee to be necessary tosatisfy such fund’s cash needs. In addition, as directed by the Investment Office, one or more additional separate investment funds shall be established andmaintained and shall be invested as directed by the Investment Office. The Investment Office also may, from time to time, and in its sole discretion, segregateany of the assets held under any investment fund established pursuant to this Section 6.2 and allocate the investment results from such segregated assetsamong all or a portion of the accounts of Participants in such manner as it shall determine to be appropriate. All charges and expenses incurred in connectionwith the purchase and sale of investments for a fund shall be charged to such fund except to the extent such charges and expenses are paid by the Employersor from other revenue available to the Plan.ARTICLE 7PARTICIPANT ACCOUNTS AND INVESTMENT ELECTIONSSection 7.1. Participant Accounts and Investment Elections.(a) Participant Accounts. For each Participant the Administrator shall establish and maintain, or shall cause to be established and maintained,investment accounts to which amounts contributed under the Plan shall be credited according to each Participant’s investment elections pursuant to paragraph(b) of this Section 7.1, subject to the penultimate sentence of the first paragraph of Section 6.2 (relating to the Investment Office’s authority to segregate any ofthe assets held under any investment fund). 35Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Each such investment account shall, to the extent appropriate, be composed of the following accounts: (A) a Before-Tax Contributions Account, whichshall be divided into an Untaxed Contribution Account and a Designated Roth Contributions Account, (B) a Catch-Up Contributions Account, (C) anEmployer Matching Contributions Account, (D) an After-Tax Contributions Account, and (E) a Rollover Account. Earnings and losses on investment of fundsin each account shall be credited or debited to that account.All such accounts and subaccounts shall be for accounting purposes only, and there shall be no segregation of assets within the investment fundsamong the separate Participants’ accounts.(b) Investment Election. Each Participant, as part of his or her request for participation described in Section 3.2 (or in connection with the delivery of arollover contribution pursuant to Section 5.2), shall make an investment election that shall apply to the investment of contributions to be made on his or herbehalf or by him or her pursuant to Article 4 (relating to Employer contributions) or Article 5 (relating to Employee contributions) and any earnings on suchcontributions. Such election shall specify that such contributions be invested either (i) wholly in one of the funds maintained or employed by the Trusteepursuant to paragraph (a) of this Section 7.1 or (ii) divided among such funds in 1 percent increments or in such other increments established by theAdministrator or the Investment Office from time to time. Each Eligible Employee for whom a Rollover Account is established before such Eligible Employeehas become a Participant shall, in the manner prescribed by the Administrator, make such investment election as of the Valuation Date on which such accountis established. During any period in which no direction as to the investment of an Employee’s account is on file with the Administrator, contributions or directtransfers made by him or her, or on his or her behalf, to the Plan will be invested in such manner as the Investment Office shall determine. 36Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) Change of Investment Election. Subject to such restrictions as may be imposed by the Administrator or the Investment Office (including, withoutlimitation, any restrictions imposed with respect to transfers of funds to or from the Employer Stock Fund described in Section 6.2 by individuals who aresubject to Rule16b-3 under section 16 of the Securities Exchange Act of 1934), a Participant may elect to change as of any Valuation Date his or herinvestment election applicable to all or any portion of his or her current account balance. In addition, a Participant may elect to change as of the first day ofany payroll period his or her investment election applicable to future contributions made pursuant to Articles 4 (relating to Employer contributions) or 5(relating to Employee contributions), or both, as specified by the Participant. Such changes shall be limited to the investment funds then maintained oremployed by the Trustee pursuant to paragraph (a) of this Section 7.1. A Participant’s change of investment election must be made in the manner and at thetime prescribed by the Administrator (or its delegate). Any such change shall specify that such contributions be invested either (i) wholly in one of the fundsmaintained or employed by the Trustee pursuant to paragraph (a) of this Section 7.1, or (ii) divided among such funds in 1 percent increments or such otherincrements established by the Administrator or the Investment Office from time to time.Section 7.2. Allocation of Net Income of Trust Fund and Fluctuation in Value of Trust Fund Assets.In the event that contributions, income and losses are not otherwise specifically allocated to Participant accounts by the Trustee, as soon as practicalafter each Valuation Date, the net worth of each investment fund (as defined in Section 6.2) as of such Valuation Date shall be determined. If the net worth ofsuch investment fund as so determined is more or less than the total of all 37Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.balances credited as of such Valuation Date to the subaccounts of Participants invested in the investment fund as of such Valuation Date who are Participantsas of such Valuation Date, the amount of any excess or deficiency shall be prorated and credited or charged to such subaccounts proportionally to the balancesof such subaccounts as of the preceding Valuation Date after making all allocations for such preceding Valuation Date prescribed by this Article and afterdecreasing each such subaccount by any loans, withdrawals or distributions from such subaccount during such period (but not less than zero), with all ofsuch decreases to be made in such manner as the Administrator determines in its discretion to be necessary.Notwithstanding any provision of this Article 7, any Designated Roth Contributions Account shall be maintained in a manner that satisfies the separateaccounting requirement, and any Regulations or other requirements promulgated, under section 402A of the Code. Accordingly, gains, losses and other creditsand charges shall be separately allocated on a reasonable basis to each such account and other accounts under the Plan, the Plan shall keep a record of eachParticipant’s Designated Roth Contributions that have not been withdrawn, and contributions and withdrawals of Designated Roth Contributions, and relatedearnings, shall be accounted for with respect to Designated Roth Contributions Accounts. However, forfeitures shall not be allocated to any Designated RothContributions Account. These separate accounting requirements apply with respect to a Participant from the time the Participant makes his or her firstDesignated Roth Contribution until the time the Participant’s Designated Roth Contributions Account is distributed. 38Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 7.3. Allocations of Contributions Among Participants’ Accounts.(a) Allocation of Before-Tax Contributions. Before-Tax Contributions shall be allocated to the Before-Tax Contributions Account of each Participant forwhom such contributions are made as soon as practical after such contributions are delivered to the Trustee or insurer maintaining a group annuity contract.The Before-Tax Contributions that consist of (i) Before-Tax Contributions made on behalf of the Participant pursuant to Section 4.1 for Plan Years beginningprior to (A) in the case of a Participant who is not a Local 15 Member, January 1, 2006, and (B) in the case of a Participant who is a Local 15 Member,January 1, 2009, (ii) any Before-Tax Contributions transferred to the Plan from the PECO Energy Company Employee Savings Plan on behalf of suchParticipant, and (iii) any Before-Tax Contributions that are Untaxed Contributions made pursuant to Section 4.2 for Plan Years beginning on or after (A) in thecase of a Participant who is not a Local 15 Member, January 1, 2006, and (B) in the case of a Participant who is a Local 15 Member, January 1, 2009, shallbe allocated to the Untaxed Contributions Account of such Participant. The Before-Tax Contributions that consist of Designated Roth Contributions made onbehalf of the Participant pursuant to paragraph (c) Section 4.2 (relating to Untaxed Contributions and Designated Roth Contributions) for Plan Years beginningon or after (A) in the case of a Participant who is not a Local 15 Member, January 1, 2006, and (B) in the case of a Participant who is a Local 15 Member,January 1, 2009, January 1, 2006 shall be allocated to the Designated Roth Contributions Account of such Participant.(b) Allocation of Catch-Up Contributions. Catch-Up Contributions shall be allocated to the Catch-Up Contributions Account of each Participant forwhom such contributions are made as soon as practical after such contributions are delivered to the Trustee or insurer maintaining a group annuity contract.(c) Allocation of Employer Matching Contributions. Employer Matching Contributions shall be allocated to the Employer Matching ContributionsAccount of each Participant for whom such contributions are made as soon as practical after such contributions are delivered to the Trustee or insurermaintaining a group annuity contract. 39Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(d) Allocation of After-Tax Contributions. After-Tax Contributions shall be allocated to the After-Tax Contributions Account of the Participant whomakes such contributions as soon as practical after such contributions are delivered to the Trustee or insurer maintaining a group annuity contract.(e) Allocation of Rollover Contributions and Direct Transfers. Rollover contributions made pursuant to Article 5 (relating to Employee contributions)shall be credited to the Rollover Account of the Participant on whose behalf such contribution is made as of the Valuation Date coinciding with or nextfollowing the date on which the contribution is delivered to the Trustee.(f) Allocation of Forfeitures. The total amount forfeited during any Plan Year shall be used to (i) pay the expenses incurred by the Trustee for theadministration of the Trust Fund not paid by the Company, (ii) held to pay the expenses reasonably estimated by the Trustee for the administration of theTrust Fund during the next following Plan Year but not expected to be paid by the Company, or (iii) used to reduce Employer Matching Contributions asdetermined by the Administrator.Section 7.4. Limitations on Allocations Imposed by Section 415 of the Code.Notwithstanding any other provision of the Plan, the amount allocated to a Participant’s accounts under the Plan for each Plan Year shall be limited sothat the aggregate annual additions to the Participant’s accounts under this Plan and in all other defined contribution plans maintained by an Employer shallnot exceed the lesser of: (A) $46,000 (as adjusted pursuant to section 415(d) of the Code) and (B) 100% of the Participant’s compensation for such Plan Year.If the amount to be allocated to a Participant’s accounts pursuant to Section 7.3 (relating to allocations of contributions among Participant’s accounts) fora Plan Year would exceed the limitation set forth in this Section 7.4, then such excess shall be reduced before allocations are made to the Participant’s accounts.If, in any Plan Year, the annual additions actually allocated to the Participant’s accounts exceed the limitation set forth in this Section 7.4, then such annualadditions shall be corrected in accordance with the Employee Plans Compliance Resolution System of the Internal Revenue Service. 40Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For purposes of this Section 7.4, the “annual additions” for a Plan Year to a Participant’s accounts in this Plan and in any other defined contributionplan maintained by an Employer is the sum during such Plan Year of:(a) the amount of Employer contributions (including Before-Tax Contributions and Designated Roth Contributions and excluding any DefaultBefore-Tax Contributions that are withdrawn pursuant to paragraph (c)(ii) of Section 3.2) allocated to the Participant’s accounts, excluding, however,(X) Before-Tax Contributions and Designated Roth Contributions that are “catch-up contributions” made pursuant to section 414(v) of the Code,(Y) excess deferrals that are distributed in accordance with section 402(g) of the Code and (Z) restorative payments (within the meaning of section1.415(c)-1(b)(2)(ii)(C) of the Regulations),(b) the amount of forfeitures allocated to the Participant’s accounts,(c) the amount of Employee contributions allocated to the Participant accounts, but excluding any rollover contributions, direct transfers or loanrepayments, and(d) the contributions allocated on behalf of the Participant to any individual medical benefit account (as defined in section 415(l) of the Code) or,if the Participant is a key employee within the meaning of section 419A(d)(3) of the Code, to any post-retirement medical benefits account establishedpursuant to section 419A(d)(1) of the Code.For purposes of this Section 7.4, “defined contribution plan” shall have the meaning set forth in section 415 of the Code and Regulations, and the term“Employer” shall include all Affiliates except that in defining Affiliates “more than 50 percent” shall be substituted for “at least 80 percent” where required bysection 415(g) of the Code. In addition, for purposes of this Section 7.4, “compensation” shall mean a Participant’s compensation as defined under section415(c)(3) of the Code (as amended from time to time). 41Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 7.5. Correction of Error.If it comes to the attention of the Administrator that an error has been made in any of the allocations prescribed by this Article or an error has been madein any other respect, appropriate adjustment shall be made to the accounts of all Participants and designated Beneficiaries that are affected by such error,except that no adjustment need be made with respect to any Participant or Beneficiary whose account has been distributed in full prior to the discovery of sucherror.ARTICLE 8WITHDRAWALS AND DISTRIBUTIONSSection 8.1. Withdrawals and Distributions Prior to Termination of Employment.(a) Hardship Withdrawals. An Employee who has not attained age 59 1⁄2 may make a request by calling the VRU, or in such other manner as may beprescribed by the Administrator, to withdraw as of any date all or a portion of the balance of his or her Before-Tax Contributions Account (other than earningscredited to such account after December 31, 1988), Catch-Up Contributions Account and Employer Matching Contributions Account only if the Participanthas incurred a financial hardship, except that while any loan to the Participant under Section 8.2 remains outstanding, the amount available for withdrawalunder this paragraph (a) shall be the balance in such account less the balance of all outstanding loans to the Participant. The determination of the existence offinancial hardship and the amount required to be distributed to satisfy the need created by the hardship will be made by the Administrator in a uniform andnon-discriminatory manner subject to the following rules:(A) A financial hardship shall be deemed to exist if, and only if, the Participant certifies to the Committee that the financial need is on account of: (i)medical expenses described in section 213(d) of the Code incurred or anticipated to be incurred by the Participant, the Participant’sSpouse or any dependents of the Participant (as defined in section 152 of the Code) or primary beneficiary; 42Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii)funeral or burial expenses incurred by the Participant for the Participant’s deceased parent, Spouse, children or dependent (asdefined in section 152 of the Code, without regard to section 152(d)(1)(B) of the Code) or primary beneficiary; (iii)the purchase (excluding mortgage payments) of a principal residence of the Participant; (iv)the payment of tuition, related educational fees, and room and board expenses for up to the next twelve months of post-secondaryeducation for the Participant, the Participant’s Spouse, children or dependents (as defined in section 152 of the Code, withoutregard to sections 152(b)(1) and (2) and 152(d)(1)(B) of the Code) or primary beneficiary; (v)the need to prevent eviction of the Participant from his or her principal residence or foreclosure of mortgage of the Participant’sprincipal residence; or (vi)expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under section165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income).For purposes of the foregoing, an individual is a Participant’s “primary beneficiary” if the Participant has designated him or her as a “Beneficiary”under Section 8.5 and such individual has an unconditional right to all or a portion of the Participant’s accounts upon the Participant’s death.(B) A distribution shall be deemed to be necessary to satisfy a financial need of the Participant if, and only if, the Participant: (i)has obtained all distributions, other than hardship withdrawals, and all nontaxable loans under any Employer’s plan in which theParticipant participates, and (ii)demonstrates to the satisfaction of the Administrator that the distribution is not in excess of the amount of the immediate and heavyfinancial need, which need shall include amounts necessary to pay any federal, state and local income taxes, excise taxes andpenalties. 43Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If a Participant receives a hardship withdrawal pursuant to this paragraph (a), then, in addition to the cessation of Before-Tax Contributions and After-Tax Contributions required by paragraph (a) of Section 4.1 (relating to initial election regarding regular payroll Before-Tax Contributions), contributions by theParticipant to qualified or nonqualified plans of deferred compensation, including a stock option, stock purchase or similar plan, maintained by an Employeralso shall (except where excused by regulation) cease beginning with the first payroll period beginning after the date on which the Participant receives suchhardship withdrawal and continuing until the first payroll period that coincides with or follows the date on which contributions ceased by six months.The Participant shall designate the extent to which the hardship withdrawal pursuant to this paragraph (a) are Designated Roth Contributions from theParticipant’s Designated Roth Contributions Account and the extent that such withdrawals are Untaxed Contributions from the Participant UntaxedContributions Account and in the event that any such designation is not made or is incomplete, such hardship withdrawals shall be treated as withdrawals ofDesignated Roth Contributions to the extent Designated Roth Contributions were made to the Plan and, to the extent that the hardship withdrawal exceeds suchDesignated Roth Contributions, such hardship withdrawal shall be treated as Untaxed Contributions.(b) Withdrawals After Age 59 1⁄2. An Employee who has attained age 59 1⁄2 may make a request by calling the VRU, or in such other manner as maybe prescribed by the Administrator, to withdraw as of any date an amount which is not greater than the balance of his or her Before-Tax ContributionsAccount, Catch-Up Contributions Account and Employer Matching Contributions Account as of the most recent Valuation Date determined by theAdministrator, except that while any loan to the Participant under Section 8.2 remains outstanding, the amount available for withdrawal shall be the balance insuch accounts less the balance of all outstanding loans to the Participant. 44Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The Participant shall designate the extent to which the withdrawal pursuant to this paragraph (b) are Designated Roth Contributions from theParticipant’s Designated Roth Contributions Account and the extent that such withdrawals are Untaxed Contributions from the Participant’s UntaxedContributions Account and in the event that any such designation is not made or is incomplete, such withdrawals shall be treated as withdrawals ofDesignated Roth Contributions to the extent Designated Roth Contributions were made to the Plan and, to the extent that the withdrawal exceeds suchDesignated Roth Contributions, such withdrawal shall be treated as Untaxed Contributions.(c) Withdrawals From the After-Tax Contributions Account. An Employee may make a request by calling the VRU, or in such other manner as may beprescribed by the Administrator, no more than once during any Plan Year, to withdraw from his or her After-Tax Contributions Account an amount which isnot greater than the balance of the Participant’s After-Tax Contributions Account as of the most recent Valuation Date determined by the Administrator, exceptthat while any loan to the Participant under Section 8.2 remains outstanding, the amount available for withdrawal shall be the balance in such account less thebalance of all outstanding loans to the Participant.(d) Withdrawals from the Rollover Account. A Participant may make a request by calling the VRU, or in such other manner as may be prescribed bythe Administrator, to withdraw an amount which is not greater than the balance in his or her Rollover Account as of the most recent Valuation Date determinedby the Administrator, except that while any loan to the Participant under Section 8.2 remains outstanding, the amount available for withdrawal shall be thebalance in such account less the balance of all outstanding loans to the Participant. 45Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(e) Qualified Reservist Withdrawals. A Participant who is a Qualified Reservist may make a request by calling VRU, or in such manner as may beprescribed by the Administrator, to withdraw any portion of his or her Before-Tax Contributions Account or his or her Designated Roth ContributionsAccount, and the amount requested shall not be subject to the 10 percent additional tax imposed pursuant to section 72(t)(2)(G) of the Code, provided that theamount requested is distributed during the period beginning on the date the Participant is ordered or called to active duty and ending at the close of his or heractive duty.(f) Withdrawals of Employer Matching Contributions for Members of IBEW Local Union 614. Notwithstanding any provision in the Plan to thecontrary, effective April 16, 2010, a Participant who is a member of a bargaining unit represented by IBEW Local Union 614 and who has completed 60months as a Participant may elect, in accordance with procedures established by the Administrator, to receive a distribution of all or any part of his or herEmployer Matching Contributions Account, as adjusted for gains, earnings and losses attributable thereto determined as of the Valuation Date next succeedingthe date of receipt of the request for distribution.Additionally, effective April 16, 2010, a Participant who is a member of a bargaining unit represented by IBEW Local Union 614, regardless ofwhether he or she has completed 60 months as a Participant, may elect, in accordance with procedures established by the Administrator, to receive adistribution of all or any part of that portion of the Employer Matching Contributions Account that is derived from Employer Matching Contributions inexcess of Employer Matching Contributions allocated to his or her Employer Matching Contributions Account during the two Plan Years preceding the PlanYear in which the withdrawal takes place, adjusted for gains, earnings and losses attributable thereto determined as of the Valuation Date next succeeding thedate of receipt of the request for distribution. 46Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.No distribution made pursuant to this paragraph (f) may be for an amount which is less than the lesser of (i) $200; and (ii) the balance of theParticipant’s Employer Matching Contributions Account, as adjusted for gains, earnings and losses attributable thereto. In addition, a Participant may notmake more than one withdrawal pursuant to this paragraph (f) in any Plan Year.(g) Provisions Applicable to All Withdrawals. Any withdrawal made pursuant to this Section 8.1 shall be made at such time as prescribed by theAdministrator and shall be made pro-rata from each of the investment funds in which as of the date of the withdrawal (i) in the case of a withdrawal pursuantto paragraph (a) or (b) of this Section 8.1, the Participant’s Before-Tax Contributions Account, Catch-Up Contributions Account (and, if applicable,Employer Matching Contributions Account) is invested, (ii) in the case of a withdrawal pursuant to paragraph (c) of this Section 8.1, the Participant’s After-Tax Contributions Account is invested, (iii) in the case of a withdrawal pursuant to paragraph (d) of this Section 8.1, the Participant’s Rollover Account isinvested, (iv) in the case of a withdrawal pursuant to paragraph (e) of this Section 8.1, the Participant’s Before Tax Contributions Account and DesignatedRoth Contributions Account, and (v) the case of a withdrawal pursuant to paragraph (f) of this Section 8.1, the Participant’s Employer Matching ContributionAccount. Notwithstanding anything in the Plan to the contrary, the Administrator or the Investment Office may impose any restrictions it deems necessary orappropriate with respect to withdrawals by individuals who have any portion of their accounts invested in the Employer Stock Fund described in Section 6.2and who are subject to Rule 16b-3 under section 16 of the Securities Exchange Act of 1934. 47Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(h) Dividend Distributions in Respect of the Employer Stock Fund. Dividends shall be allocated to the accounts of each Participant, any portion ofwhose account balance is invested in the Employer Stock Fund in accordance with paragraph (b) of Section 7.1, based upon the total number of shares ofCommon Stock represented by the Participant’s proportionate share of the Employer Stock Fund as of such date as may be determined from time to time bythe Administrator on or before each dividend record date. Cash dividends shall be reinvested in Common Stock (through the Employer Stock Fund) unless theParticipant (or his or her Beneficiary) elects, at the time and in the manner prescribed by the Administrator, to receive a cash distribution in an amount equalto such dividend, payable not later than 90 days after the end of the Plan Year in which such dividend was paid.Section 8.2. Loans to Participants.(a) Making of Loans. Subject to the restrictions set forth in this Section 8.2, the Administrator shall establish a loan program whereby any Participantwho is a party-in-interest (within the meaning of section 3(14) of ERISA) or any Beneficiary who is a party-in-interest and any such Participant’s Beneficiarymay request, in the manner and form prescribed by the Administrator, to borrow funds from the Plan. The principal amount of such loan shall be not lessthan $1,000 and the aggregate amount of all outstanding loans to a Participant or Beneficiary shall not exceed the lesser of: (1) 50% of the value of the aggregateof the Participant’s vested account balances as of the Valuation Date coinciding with or immediately preceding the day on which the loan is made; and(2) $50,000, reduced by the excess, if any, of the highest outstanding loan balances of the Participant under all plans maintained by the Employer during theperiod of time beginning one year and one day prior to the date such loan is to be made and ending on the date such loan is to be made over the outstandingbalance of loans from all such plans on the date on which such loan was made. 48Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Restrictions. Any loan approved by the Administrator pursuant to the preceding paragraph (a) shall be made only upon the following terms andconditions:(1) The period for repayment of the loan shall be arrived at by mutual agreement between the Administrator and the Participant but such periodshall not exceed five years or, in the case of a loan to acquire a principal place of residence, shall not be less than five years or more than 15 years, fromthe date of the loan. Such loan may be prepaid at any time, without penalty, by delivery to the Administrator of a check in an amount equal to the entireunpaid balance of such loan. No partial prepayment shall be permitted. Except as otherwise provided under uniform and nondiscriminatory proceduresestablished by the Administrator, any loan to a Participant who is an Employee is due in full immediately after termination of employment.(2) No loan shall be made to a Participant who is an Employee unless such Participant consents to have such loan repaid in substantially equalinstallments deducted from the regular payments of the Participant’s compensation during the term of the loan. A Participant who (a) was an Employeeat the time the Participant received a loan from the Plan, (b) is no longer an Employee and no longer receives compensation from an Employer, but(c) continues to perform services for an Employer, shall consent, either at the time the loan is taken or prior to the date prescribed by the Administrator,to have the balance of any loan outstanding at the time the Participant no longer is an Employee repaid in substantially equal installments over theremaining life of the loan. Such installments shall be paid in the manner specified by the Administrator.(3) Each loan shall be evidenced by the Participant’s collateral promissory note, in the form prescribed by the Administrator, for the amount of theloan, with interest, payable to the order of the Plan, and shall be secured by an assignment of 50% of the Participant’s vested account balance.(4) Each loan shall bear a fixed interest rate commensurate with the interest rates then being charged by persons in the business of lending moneyfor loans made under similar circumstances, as determined by the Administrator.(5) Except as otherwise provided in this Plan, no withdrawal (other than a withdrawal from a Participant’s accounts to the extent that suchwithdrawal would not reduce the Participant’s vested account balances to less than the then outstanding balance of any loan to such Participant or suchhigher amount determined by the Administrator to be appropriate security for such loan) or distribution shall be made to any Participant who hasborrowed from the Trust, or to a Beneficiary of any such Participant, unless and until the loan, including interest, has been repaid.(6) A charge shall be made against the account of each Participant requesting a loan equal to such reasonable loan application fee (and loanacceptance fee, if required by the Administrator) as shall be set from time to time by the Administrator.(7) A Participant is permitted only one loan in any calendar year, provided, however, that no more than five loans to a Participant may beoutstanding at any time, except that for a Participant described in the following sentence, no more than three loans may be outstanding at any time (forthe period beginning April 1, 2009 and ending August 31, 2010, only one of such outstanding loans may be for the purpose of acquiring a principalplace of residence and only two of such outstanding loans may be for other 49Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.purposes). A Participant described in the preceding sentence is any of the following: (A) a Participant who is a member of a bargaining unit representedby IBEW Local Union 15, (B) a Participant who is employed at Byron in Nuclear Security and is a member of United Security System Union Local1, (C) a Participant who is employed at Oyster Creek in Nuclear Security and is a member of United Government Security Officers of America Local17, (D) a Participant who is employed at Three Mile Island in Nuclear Security in Nuclear Security and is a member of United Government SecurityOfficers of America Local 18, and (E) a Participant who is classified by an Employer as a management employee.(8) Loan repayments shall be invested in the various investment funds as elected by the Participant.(9) The Administrator may, in its sole discretion, restrict the amount to be disbursed pursuant to any loan request to the extent it deems necessaryto take into account any fluctuations in the value of a Participant’s accounts since the Valuation Date immediately preceding the date on which such loanis to be made.(10) Any restrictions the Administrator or the Investment Office determines are necessary or appropriate with respect to loans requested byindividuals who have any portion of their accounts invested in the Employer Stock Fund described in Section 6.2 and who are subject to Rule 16b-3under section 16 of the Securities Exchange Act of 1934.If any loan or portion of a loan made to a Participant under the Plan, together with the accrued interest thereon, is in default (taking into account anygrace period permitted by law, and as determined by the Administrator), the Administrator shall take appropriate steps to collect on the note and foreclose onthe security. If upon a Participant’s termination of employment entitling the Participant to a distribution under Section 8.3 (relating to distributions upontermination of employment), death or retirement, any loan or portion of a loan made to such Participant under the Plan, together with the accrued interestthereon, remains unpaid, such unpaid amount may be repaid to the Plan no later than the last day of the calendar quarter following the calendar quarter inwhich such termination of employment occurred or as of such later date or dates permitted under uniform and nondiscriminatory procedures established bythe Administrator. If full repayment is not so made, an amount equal to the unpaid portion of such loan, together with the accrued interest thereon, shall becharged to the Participant’s accounts after all other adjustments required under the Plan, but before any distribution pursuant to Section 8.3 (relating todistributions upon termination of employment). 50Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) Loan Subaccount. The Trustee shall establish and maintain a loan subaccount on behalf of each Participant or Beneficiary to whom a loan is madeunder this Section 8.2. Such subaccount shall represent the investment of the Participant’s or Beneficiary’s account in such loan. As of the Valuation Dateimmediately preceding the date on which a loan is approved, the Participant’s or Beneficiary’s loan subaccount shall be credited with the amount of the loanand thereafter shall be debited with repayments of the principal of such loan. The various accounts maintained for the Participant or Beneficiary shall beinvested in the loan subaccount and debited by the amount of the loan and credited with payments of interest on, and repayments of principal of, such loan inaccordance with uniform rules established by the Administrator.(d) Sarbanes-Oxley. Notwithstanding any provision of the Plan to the contrary, the Administrator reserves the right to deny the request of a Participantfor a loan that, in the judgment of the Administrator, would violate any provision of the Sarbanes-Oxley Act of 2002.Section 8.3. Distributions Upon Termination of Employment.(a) Termination of Employment under Circumstances Entitling Participant to Full Distribution of His or Her Account Balance. If a Participantterminates employment, the Participant, or his or her designated Beneficiary, as the case may be, shall be entitled to receive the entire balance of theParticipant’s accounts, at the time set forth in Section 8.4 (relating to time of distribution) and in the manner set forth in paragraph (b) of this Section 8.3. 51Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Form of Distribution. (1) Subject to paragraph (d) of this Section 8.3 (relating to small benefits payable in lump sum), any distribution to which aParticipant or Beneficiary, as the case may be, becomes entitled upon termination of employment shall be distributed by whichever of the following forms ofdistribution the Participant or Beneficiary, as the case may be, elects by calling the VRU, or in such other manner as may be prescribed by the Administrator: (A)By payment in a lump sum. (B)By payment in a series of approximately equal annual, quarterly, or monthly installments, over a period of up to 15 years; provided thatinstallments shall not be available with respect to amounts invested in the CNA 1997 guaranteed investment contract.A Participant who elected to receive distribution of his or her vested account balance in the form of installments may, at any time after such election ismade, elect to receive the remaining amount of his or her vested account balance in the form of a lump sum payment. If no election is made by a Participant orBeneficiary, as the case may be, as to the form of distribution, the Participant’s vested account balance shall be distributed in the form of a lump sumpayment.The amount distributed hereunder shall be paid in cash, except that if the Participant’s account is paid in a lump sum, then the Participant may requestthat all of his or her account invested in the Employer Stock Fund be distributed in whole shares of Common Stock held in such Fund with any fractionalshare being paid in cash. The number of shares of Common Stock to be distributed shall be based on the current fair market value of a share of CommonStock as determined by the Trustee under Section 7.2 (relating to allocation of net income of Trust Fund and fluctuation in value of Trust assets) as of theValuation Date coinciding with or immediately preceding the date payment of the Participant’s account is to be made. Requests for distribution in the form ofCommon Stock shall be made at such time and in such manner as the Administrator shall determine under rules and regulations which are uniformly applied.Notwithstanding the preceding paragraphs, no distribution shall be made in the form of installments with respect to a Participant’s Rollover Accountthat was established to hold the amount distributed or directly transferred from the Commonwealth Edison Company Employee Stock Ownership Plan uponsuch plan’s termination if the Participant elected not to receive distribution of such amount until his or her 65th birthday. 52Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) Notice of Availability of Election of Optional Forms of Benefits. No less than 30 days (or such shorter period as permitted by law) and no more than90 days before distribution is to be made hereunder, the Administrator, or its designee, shall explain to the Participant that he or she may elect either form ofdistribution set forth in paragraph (b) of this Section 8.3. Such explanation shall include a general description of the eligibility conditions and other materialfeatures of the optional forms of distribution provided under the Plan. Notwithstanding the first sentence of this paragraph (c), distribution may commenceless than 30 days after the description described above is given, provided that: (i) the Administrator, or its designee, clearly informs the Participant that theParticipant has a right to a period of at least 30 days after receiving the explanation to consider the decision of whether or not to elect a distribution (and, ifapplicable, a particular distribution option), and (ii) the Participant, after receiving the explanation, affirmatively elects a distribution. The description referredto in this paragraph (c), as well as the explanation of the participant’s right to a period of at least 30 days to consider such explanation before electing adistribution, shall be provided to the Participant through the VRU or in such other manner prescribed by the Administrator.(d) Small Benefits Payable in Lump Sum. Notwithstanding any provision of the Plan to the contrary, if the vested amount of the Participant’s accountbalances does not exceed $5,000, not including the value of the Participant’s Rollover Account or, for distributions occurring on or after March 28, 2005,$1,000, including the value of the Participant’s Rollover Account (such amount referred to herein as the “small benefit amount”), such vested amount shall bedistributed in a lump sum cash payment as soon as administratively practicable after the Participant’s termination of employment in accordance with suchprocedures as may be established by the Administrator. 53Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(e) Direct Rollover Option. In the case of a distribution from the Plan (excluding any amount offset against the Participant’s account balance to repay theoutstanding balance of any unpaid loan) which is an “eligible rollover distribution” within the meaning of section 402(c)(4) of the Code, a Participant (orsurviving Spouse of a Participant or a former Spouse who is an alternate payee under a qualified domestic relations order as defined in section 414(p) of theCode) may elect that all or any portion of such distribution shall be directly transferred as a rollover contribution from this Plan to (i) an individual retirementaccount described in section 408(a) of the Code, (ii) an individual retirement annuity described in section 408(b) of the Code, (iii) an annuity plan described insection 403(a) of the Code, (iv) an annuity contract described in section 403(b) of the Code, (v) a retirement plan qualified under section 401(a) of the Code (theterms of which permit the acceptance of rollover contributions), (vi) an eligible plan under section 457(b) of the Code which is maintained by an eligibleemployer described in section 457(e)(1)(A) of the Code (the terms of which permit the acceptance of rollover contributions) or (vii) effective January 1, 2008, aRoth IRA described in section 408A of the Code. However, in the case of a distribution of a Participant’s After-Tax Contributions Account prior to January 1,2007, such distribution shall only be directly transferred as a rollover contribution from this Plan to an account or annuity described in section 408 of theCode, or to such a retirement or annuity plan described in section 401(a) or 403(a) of the Code that is a defined contribution plan that agrees to separatelyaccount for amounts so transferred, including separately accounting for the portion of such amount which is includible in gross income and the portion ofsuch distribution which is not so includible. In the case of a distribution of a Participant’s After-Tax Contributions Account on or after January 1, 2007, suchdistribution shall only be directly transferred as a rollover 54Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.contribution to an account or annuity described in section 408 of the Code, or to such a qualified retirement or annuity plan described in section 401(a) or403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such amount which isincludible in gross income and the portion of such distribution which is not so includible. Notwithstanding any provision of this paragraph (e), in the case ofany eligible rollover distribution that includes all or any portion of the Participant’s Designated Roth Contributions Account, a Participant or surviving Spouseor a former Spouse who is an alternate payee under a qualified domestic relations order as defined in section 414(p) of the Code may elect to transfer suchportion only to another plan which accounts for Designated Roth Contributions described in section 402A of the Code or to a Roth IRA described in section408A of the Code and only to the extent the rollover is permitted by the rules of section 402(c) of the Code. In addition, in the case of a distribution described inthe preceding sentence that occurs on or after January 1, 2008, a Beneficiary who is not the surviving Spouse of the Participant may elect that all or anyportion of such distribution shall be directly transferred as a rollover contribution from this Plan to (i) an individual retirement account described in section408(a) of the Code, (ii) an individual retirement annuity described in section 408(b) of the Code or (iii) effective January 1, 2010, a Roth IRA described insection 408A of the Code, that, in either case, is established for the purpose of receiving such distribution on behalf of the Beneficiary.Section 8.4. Time of Distribution.A Participant who has terminated employment shall commence receiving distribution of his or her vested account balance as soon as administrativelypractical after the Valuation Date coinciding with or immediately following the date on which the Participant attains age 65, except as provided below. 55Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (1)Early Distribution. Except as provided in subparagraph (7), a Participant whose Termination Date is prior to his or her 65th birthday may electby calling the VRU, or in such other manner as may be prescribed by the Administrator, prior to his or her termination of employment to havedistribution of his or her vested account balance commence within 60 days after the Valuation Date coinciding with or immediately following theParticipant’s Termination Date. (2)Deferral of Distribution. A Participant may elect by calling the VRU, or in such other manner as may be prescribed by the Administrator, whichelection shall be made at the time prescribed by the Administrator, that distribution of his or her vested account balance commence as soon aspracticable after the Participant’s attainment of age 70 1⁄2. (3)Elections After Termination Date. Except as provided in subparagraph (7), a Participant who has terminated employment and whose distributionis to commence either after the Participant’s attainment of age 65 or 70 1⁄2 may elect at any time by calling the VRU, or in such other manner asmay be prescribed by the Administrator, to have distribution of his or her vested account balance made within 60 days after the date such electionis made. (4)Required Beginning Date. Distributions paid or commencing during the Participant’s lifetime shall commence not later than April 1 of the calendaryear following the calendar year in which the Participant attains age 70 1⁄2, except that distributions made to a Participant who is not a “fivepercent owner” (as defined in section 416(i) of the Code) may commence on April 1 of the calendar year following the later of the calendar year inwhich the Participant attains age 70 1⁄2 or the calendar year in which the Participant retires. Notwithstanding any provision of the Plan to thecontrary, any distributions required by this subparagraph shall be made not less rapidly than in accordance with the final Regulations underSection 401(a)(9). The Participant shall designate the extent to which the distribution of Before-Tax Contributions pursuant to this subparagraph 4are Designated Roth Contributions from the Participant’s Designated Roth Contributions Account and the extent that such withdrawals areUntaxed Contributions from the Participant’s Untaxed Contributions Account and in the event that any such designation is not made or isincomplete, such distribution shall be treated as a distribution of Designated Roth Contributions to the extent Designated Roth Contributions weremade to the Plan and, to the extent that the distribution of Before-Tax Contributions exceeds such Designated Roth Contributions, suchdistribution shall be treated as Untaxed Contributions. (5)Distributions Commencing After Participant’s Death. Distributions commencing after the Participant’s death shall be completed within five yearsafter the death of the Participant, except that (i) effective with respect to any Participant whose death occurs on or after January 1, 1995,regardless of when such Participant’s employment terminated, if the Participant’s Beneficiary is the Participant’s Spouse, distribution may bedeferred until the date on which the Participant would have attained age 70 1⁄2 had he or she survived and (ii) if the Participant’s Beneficiary is anatural person other than the Participant’s Spouse and distributions commence not 56Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. later than one year after the Participant’s death, such distributions may be made over a period not longer than the life expectancy of suchBeneficiary. If at the time of the Participant’s death, distribution of the Participant’s benefit has commenced, the remaining portion of theParticipant’s benefit shall be paid in the manner elected by the Participant’s Beneficiary, but at least as rapidly as was the method of distributionbeing used prior to the Participant’s death. (6)Distribution of Rollover Account After Termination Date. A Participant who has terminated employment or the Beneficiary of such Participant, asthe case may be, may elect by calling the VRU, or in such other manner as may be prescribed by the Administrator prior to the time his or hervested account balance is distributed under this Section 8.4 to have distribution of the balance of his or her Rollover Account commence at suchprior time as the Participant or Beneficiary shall elect, provided that, while any loan to the Participant under Section 8.2 remains outstanding,such distribution shall be made only to the extent that the balance of such Participant’s vested account balance remaining after such distributionwill equal or exceed the balance of all outstanding loans to the Participant. (7)Compliance with Section 401(a)(9) of the Code. Notwithstanding any provision of the Plan to the contrary, all distributions will be made inaccordance with section 401(a)(9) of the Code and the regulations promulgated thereunder, including the minimum distribution incidental deathbenefit requirement thereof. Notwithstanding the foregoing, any amount that would be a required minimum distribution described in section401(a)(9) of the Code which is attributable to the 2009 calendar year will not be distributed to a Participant, or his or her Beneficiary, asapplicable, unless such individual elects to receive such distribution. In addition, the five-year period described in subparagraph (5) above shallbe determined without regard to calendar year 2009.Notwithstanding anything contained herein to the contrary and except as provided in subparagraph (4) above, in the event that the recordkeeper for thePlan is changed, distributions may be made at such time as prescribed by the Administrator in order to accommodate the transfer of records to the newrecordkeeper.Section 8.5. Designation of Beneficiary.Each Participant shall have the right to designate a Beneficiary or Beneficiaries (who may be designated contingently or successively and that may be anentity other than a natural person) to receive any distribution to be made under Section 8.3 (relating to distributions upon termination of employment) upon thedeath of such Participant or, in the case of a Participant who dies subsequent to termination of his or her employment but prior to the distribution of the entire 57Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.amount to which he or she is entitled under the Plan, any undistributed balance to which such Participant would have been entitled, provided, however, thatno such designation (or change thereof) shall be effective if the Participant was married on the date of the Participant’s death unless such designation (or changethereof) was consented to at the time of such designation (or change thereof) by the person who was the Participant’s Spouse, in writing, acknowledging theeffect of such consent and witnessed by a notary public or a Plan representative, or it is established to the satisfaction of the Administrator that such consentcould not be obtained because the Participant’s Spouse cannot be located or such other circumstances as may be prescribed in Regulations. Subject to thepreceding sentence, a Participant may from time to time, without the consent of any Beneficiary, change or cancel any such designation. Such designation andeach change therein shall be made in the form prescribed by the Administrator and shall be filed with the Administrator. A Participant’s beneficiary designationin effect under the PECO Energy Company Employee Savings Plan immediately prior to March 31, 2001 shall remain in effect under the Plan on and afterMarch 31, 2001 until such time as such designation is changed or canceled in accordance with this Section 8.5. If (i) no Beneficiary has been named by adeceased Participant, (ii) such designation is not effective pursuant to the proviso contained in the first sentence of this section, or (iii) the designatedBeneficiary has predeceased the Participant, any undistributed balance of the deceased Participant shall be distributed by the Trustee at the direction of theAdministrator (a) to the surviving Spouse of such deceased Participant, if any, or (b) if there is no surviving Spouse, to the surviving children of suchdeceased Participant, if any, in equal shares, or (c) if there is no surviving Spouse or surviving children, to the surviving parents of such deceasedParticipant, if any, in equal shares, or (d) if there is no surviving Spouse, surviving children or surviving parents, to the executor or administrator of theestate of such deceased Participant or (e) if no executor or administrator has been appointed for the estate of such 58Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.deceased Participant within six months following the date of the Participant’s death, in equal shares to the person or persons who would be entitled under theintestate succession laws of the state of the Participant’s domicile to receive the Participant’s personal estate. The marriage of a Participant shall be deemed torevoke any prior designation of a Beneficiary made by him or her and a divorce shall be deemed to revoke any prior designation of the Participant’s divorcedSpouse if written evidence of such marriage or divorce is timely received by the Administrator.Section 8.6. Distributions to Minor and Disabled Distributees.Any distribution under this Article that is payable to a distributee who is a minor or to a distributee who, in the opinion of the Administrator, is unableto manage his or her affairs by reason of illness or mental incompetency may be made to or for the benefit of any such distributee at such time consistent withthe provisions of Section 8.4 (relating to time of distribution) and in such of the following ways as the legal representative of such distributee shall direct:(a) directly to any such minor distributee if, in the opinion of such legal representative, the distributee is able to manage his or her affairs, (b) to such legalrepresentative, (c) to a custodian under a Uniform Gifts to Minors Act for any such minor distributee, or (d) to some near relative of any such distributee to beused for the latter’s benefit. Neither the Administrator nor the Trustee shall be required to see to the application by any third party other than the legalrepresentative of a distributee of any distribution made to or for the benefit of such distributee pursuant to this Section.Section 8.7. “Lost” Participants and Beneficiaries.If within a period of five years following the death or other termination of employment of any Participant the Administrator in the exercise of reasonablediligence has been unable to locate the person or persons entitled to benefits under this Article 8, the rights of such person or persons shall be forfeited,provided, however, that the Plan shall reinstate and pay to such person or 59Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.persons the amount of the benefits so forfeited upon a claim for such benefits made by such person or persons. The amount to be so reinstated shall beobtained from the total amount that shall have been forfeited pursuant to Section 8.3 (relating to distribution upon termination of employment) during the PlanYear that the claim for such forfeited benefit is made. If the amount to be reinstated exceeds the amount of such forfeitures, the Employer in respect of whoseEmployee the claim for forfeited benefit is made shall make a contribution in an amount equal to the remainder of such excess. Any such contribution shall bemade without regard to whether or not the limitations set forth in Section 4.5 (relating to limitation on Employer contributions) will be exceeded by suchcontribution.Section 8.8. Death Benefits Under USERRAEffective January 1, 2007, in the case of a Participant who dies while performing Military Service, the Beneficiaries of such Participant shall be entitledto any additional benefits, if any, (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participantresumed employment with an Employer and then terminated such employment on account of such Participant’s death.ARTICLE 9PARTICIPANTS’ STOCKHOLDER RIGHTSSection 9.1. Voting Shares of Common Stock.Each Participant and Beneficiary shall be entitled to direct the Trustee as to the exercise of any voting rights attributable to shares of Common Stockthen allocated to his or her account and the Trustee shall vote such shares according to the voting directions of the Participant or Beneficiary that have beentimely submitted to the Trustee on forms provided by the Trustee for such purpose. Participants and Beneficiaries shall be permitted to direct the Trustee as tothe exercise of any voting rights, including, but not limited to, any corporate matter that involves the 60Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.voting of shares of Common Stock with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification,liquidation, dissolution, sale of substantially all assets of a trade or business, or similar transaction prescribed in Regulations. The Trustee shall with respectto any matter vote the shares of Common Stock credited to Participants’ accounts with respect to which the Trustee does not timely receive voting instructionsin the same proportion as to shares the Trustee has received voting instructions. Written notice of any meeting of stockholders of the Company and a requestfor voting instructions shall be given by the Administrator or the Trustee, at such time and in such manner as the Administrator shall determine, to eachParticipant or Beneficiary entitled to give instructions for voting shares of Common Stock at such meeting. The Administrator shall establish and pay for ameans by which Participants and Beneficiaries can expeditiously deliver such voting instructions to the Trustee. All instructions delivered by Participants orBeneficiaries shall be confidential and shall not be disclosed to any person, including the Employer.Section 9.2. Tender Offers.(a) In the event a tender offer is made generally to the stockholders of the Company to transfer all or a portion of their shares of Common Stock in returnfor valuable consideration, including but not limited to, offers regulated by section 14(d) of the Securities Exchange Act of 1934, as amended, each Participantor Beneficiary shall be entitled to direct the Trustee regarding how to respond to any such tender offer with respect to the number of shares of Common Stockthen allocated to his or her account and the Trustee shall vote such shares according to the voting directions of the Participant or Beneficiary that have beentimely submitted to the Trustee on forms provided by the Trustee for such purpose. A Participant or Beneficiary shall not be limited in the number ofdirections to tender or withdraw from tender that he or she can give, but shall not have the right to give directions to tender or withdraw from tender after areasonable time 61Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.established by the Trustee pursuant to paragraph (c) of this Section 9.2. The Trustee shall with respect to a tender offer decline to vote the shares of CommonStock credited to Participants’ accounts with respect to which the Trustee does not timely receive directions on how to respond to any such tender offer. Allsuch directions shall be confidential and shall not be disclosed to any person, including the Employer.(b) Within a reasonable time after the commencement of a tender offer, the Administrator shall provide to each Participant and Beneficiary: (i)the offer to purchase as distributed by the offeror to the stockholders of the Company, (ii)a statement of the shares of Common Stock allocated to his or her account, and (iii)directions as to the means by which a Participant can give directions with respect to the tender offer.The Administrator shall establish and pay for a means by which a Participant and Beneficiary can expeditiously deliver directions to the Trustee withrespect to a tender offer. The Administrator shall transmit or cause to be transmitted to the Trustee aggregate numbers of shares to be tendered or withheld fromtender representing directions of Participants and Beneficiaries. The Administrator, at its election, may engage an agent to receive directions from Participantsand Beneficiaries and transmit them to the Trustee.(c) The Trustee may establish a reasonable time, taking into account the time restrictions of the tender offer, after which it shall not accept directions ofParticipants or Beneficiaries.(d) Notwithstanding the foregoing, with respect to a tender offer for the purchase or exchange of less than five percent (5%) of the outstanding shares ofCommon Stock, the Investment Office shall direct the Trustee with respect to the sale, exchange or transfer of the shares of Common Stock held in the TrustFund, and the Trustee shall follow the direction of the Investment Office. 62Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 10SPECIAL PARTICIPATION AND DISTRIBUTION RULES RELATINGTO REEMPLOYMENT OF TERMINATED EMPLOYEES ANDEMPLOYMENT BY RELATED ENTITIESSection 10.1. Change of Employment Status.If an Employee who is not a Participant becomes eligible to participate because of a change in his or her employment status, such Employee shall becomea Participant as of the date of such change if either the Employee is not a member of a bargaining unit represented by IBEW Local Union 15 or the Employeehas satisfied the eligibility service requirement set forth in Section 3.1; otherwise the Employee shall become a Participant in accordance with Section 3.1following satisfaction of the eligibility service requirement.Section 10.2. Reemployment of an Eligible Employee Whose Employment Terminated Prior to His or Her Becoming a Participant.(a) If the employment of an Eligible Employee who is a member of a bargaining unit represented by IBEW Local Union 15 terminated before theEmployee satisfied the eligibility service requirement set forth in Section 3.1 and such Employee is thereafter reemployed by an Employer, such Employeeshall be eligible to become a Participant in accordance with Section 3.1.(b) If the employment of an Eligible Employee who is a member of a bargaining unit represented by IBEW Local Union 15 terminated after he or shehad satisfied the eligibility service requirement set forth in Section 3.1 but prior to becoming a Participant is reemployed by an Employer, he or she shall not berequired to satisfy again such requirement and shall be eligible to become a Participant upon filing an application in accordance with Section 3.2 (relating toapplication for Before-Tax Contributions and After-Tax Contributions). 63Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.3. Reemployment of a Terminated Participant.If a terminated Participant is reemployed, the Participant shall not be required to satisfy again the eligibility service requirement set forth in Section 3.1and shall again become a Participant upon filing an application in accordance with Section 3.2 (relating to application for Before-Tax Contributions and After-Tax Contributions).Section 10.4. Employment by an Affiliate.If an individual is employed by an Affiliate, then any period of such employment shall be taken into account solely for the purposes of determiningwhether and when such individual is eligible to participate in the Plan under Article 3 (relating to participation), when such individual has retired or otherwiseterminated his or her employment for purposes of Article 8 (relating to withdrawals and distributions) to the same extent it would have been had such period ofemployment been as an Employee of his or her Employer.Section 10.5. Leased Employees.A leased employee (as defined below) shall not be eligible to participate in the Plan. If an individual who performed services as a leased employee (asdefined below) of an Employer or an Affiliate becomes an Employee, or if an Employee becomes such a leased employee, then any period during which suchservices were so performed shall be taken into account solely for the purposes of determining whether and when such individual is eligible to participate in thePlan under Article 3 (relating to participation) and determining when such individual has retired or otherwise terminated his or her employment for purposes ofArticle 8 (relating to withdrawals and distributions) to the same extent it would have been had such service been as an Employee. This Section shall not applyto any period of service during which such a leased employee was covered 64Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.by a plan described in section 414(n)(5) of the Code. Any contributions or benefits provided under such plan to a leased employee by his or her leasingorganization shall be treated as provided under this Plan and shall be taken into account under Section 7.4 (relating to limitation on allocations imposed bySection 415 of the Code) to the extent required under section 1.415(a)-1(f)(3) of the Regulations. For purposes of this Plan, a “leased employee” shall mean anyperson who is not an employee of an Employer and who pursuant to an agreement between an Employer or Affiliate has performed services for an Employer oran Affiliate on a substantially full-time basis for a period of at least one year, which services were performed under the primary direction or control of anEmployer or an Affiliate.Section 10.6. Reemployment of Veterans.(a) General. The provisions of this Section shall apply in the case of the reemployment by an Employer of an Eligible Employee, within the periodprescribed by the Uniformed Service Employment and Reemployment Rights Act (“USERRA”), after the Employee’s completion of a period of MilitaryService. The provisions of this Section are intended to provide such Employees with the rights required USERRA and section 414(u) of the Code, and shall beinterpreted in accordance with such intent.(b) Make Up of Before-Tax and After-Tax Contributions. Such Employee shall be entitled to make contributions under the Plan (“Make-Up EmployeeContributions”), in addition to Before-Tax and After-Tax Contributions which the Employee elects to have made under the Plan pursuant to Section 4.1(relating to Before-Tax Contributions). From time to time while employed by an Employer, such Employee may elect to contribute Make-Up EmployeeContributions during the period beginning on the date of such Employee’s reemployment and ending on the earlier of: (i)the end of the period equal to the product of three and such Employee’s period of Military Service, and (ii)the fifth anniversary of the date of such reemployment. 65Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Such Employee shall not be permitted to contribute Make-Up Employee Contributions to the Plan in excess of the amount which the Employee couldhave elected to have made under the Plan in the form of Before-Tax and After-Tax Contributions if the Employee had continued in employment with his or herEmployer during such period of Military Service. Such Employee shall be deemed to have earned “Compensation” from his or her Employer during suchperiod of Military Service for this purpose in the amount prescribed by sections 414(u)(2)(B) and 414(u)(7) of the Code. The manner in which an EligibleEmployee may elect to contribute Make-Up Employee Contributions pursuant to this paragraph (b) shall be prescribed by the Administrator.(c) Make Up of Employer Matching Contributions. An Eligible Employee who contributes Make-Up Employee Contributions as described in paragraph(b) shall be entitled to an allocation of Employer Matching Contributions (“Make-Up Matching Contributions”) in an amount equal to the amount of EmployerMatching Contributions which would have been allocated to the Employer Matching Contributions Account of such Eligible Employee under the Plan if suchMake-Up Employee Contributions had been made in the form of Before-Tax or After-Tax Contributions (as applicable) during the period of such Employee’sMilitary Service. The amounts necessary to make such allocation of Make-Up Matching Contributions shall be derived from any forfeitures not yet appliedtowards Employer Matching Contributions for the Plan Year in which the Make-Up Employee Contributions are made, and if such forfeitures are notsufficient for this purpose, then the Eligible Employee’s Employer shall make a special contributions which shall be utilized solely for purposes of suchallocation. 66Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(d) Application of Limitations and Nondiscrimination Rules. Any contributions made by an Eligible Employee or an Employer pursuant to this Sectionon account of a period of Military Service in a prior Plan Year shall not be subject to the limitations prescribed by Sections 4.2, 4.5 and 7.4 of the Plan(relating to sections 402(g), 404 and 415 of the Code) for the Plan Year in which such contributions are made. The Plan shall not be treated as failing to satisfythe nondiscrimination rules of Section 4.4 of the Plan (relating to limitations on contributions for highly compensated Eligible Employees) for any Plan Yearsolely on account of any make up contributions made by an Eligible Employee or an Employer pursuant to this Section 10.6.Section 10.7 Transfer of Employment to or from Facilities formerly Owned by CEG. Effective as of the Effective time (as such term is defined in theMerger Agreement), if a Participant who was a Participant on or prior to the Effective Time transfers employment to or is reemployed by an Employer or anAffiliate in a job classification with respect to which similarly situated employees of such Employer or Affiliate are not eligible to participate in the Plan but areinstead eligible to participate in a Company Benefit Plan (as such term is defined in the Merger Agreement) that is intended to be a savings plan qualified underSection 401(a) or 401(k) of the Code (each such plan, a “CEG Savings Plan”) , then such individual shall upon such transfer or reemployment remain aParticipant in the Plan and shall not participate in the CEG Savings Plan. If a participant in the CEG Savings Plan who was a participant in such plan on orprior to the Effective Time transfers employment to or is reemployed by an Employer or an Affiliate in a job classification with respect to which similarlysituated employees of such Employer or Affiliate are not eligible to participate in such plan but are instead eligible to participate in the Plan, then suchindividual shall upon such transfer or reemployment remain a participant in the CEG Savings Plan and shall not participate in the Plan. 67Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 11ADMINISTRATIONSection 11.1. The Administrator, the Investment Office and the Corporate Investment Committee.(a) The Administrator. The Company acting through its Director, Employee Benefit Plans & Programs, or such other person or committee appointed bythe Chief Human Resources Officer from time to time (such director or other person or committee, the “Administrator”), shall be the “administrator” of thePlan, within the meaning of such term as used in ERISA. In addition, the Administrator shall be the “named fiduciary” of the Plan, within the meaning ofsuch term as used in ERISA, solely with respect to administrative matters involving the Plan and not with respect to any investment of the Plan’s assets. TheAdministrator shall have the following duties, responsibilities and rights: (i)The Administrator shall have the duty and discretionary authority to interpret and construe the Plan in regard to all questions of eligibility,the status and rights of Participants, distributees and other persons under the Plan, and the manner, time, and amount of payment of anydistribution under the Plan. Benefits under the Plan shall be paid to a Participant or Beneficiary only if the Administrator, in itsdiscretion, determines that such person is entitled to benefits. (ii)The Administrator shall direct the Trustee to make payments of amounts to be distributed from the Trust under Article 8 (relating towithdrawals and distributions). (iii)The Administrator shall supervise the collection of Participants’ contributions made pursuant to Article 5 (relating to Employeecontributions) and the delivery of such contributions to the Trustee. (iv)The Administrator shall have all powers and responsibilities necessary to administer the Plan, except those powers that are specificallyvested in the Investment Office, the Corporate Investment Committee or the Trustee. (v)Each Employer shall, from time to time, upon request of the Administrator, furnish to the Administrator such data and information as theAdministrator shall require in the performance of its duties. 68Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (vi)The Administrator may require a Participant or Beneficiary to complete and file certain applications or forms approved by theAdministrator and to furnish such information requested by the Administrator. The Administrator and the Plan may rely upon all suchinformation so furnished to the Administrator. (vii)The Administrator shall be the Plan’s agent for service of legal process and forward all necessary communications to the Trustee.(b) Removal of Administrator. The Chief Human Resources Officer shall have the right at any time, with or without cause, to remove the Administrator(including any member of a committee that constitutes the Administrator). The Administrator may resign and the resignation shall be effective upon delivery ofthe written resignation to the Chief Human Resources Officer or upon the Administrator’s termination of employment with the Employers. Upon theresignation, removal or failure or inability for any reason of the Administrator to act hereunder, the Chief Human Resources Officer shall appoint a successor.Any successor Administrator shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of the predecessor.None of the Company, any officer, employee or member of the board of directors of the Company who is not the Chief Human Resources Officer, nor anyother person shall have any responsibility regarding the retention or removal of the Administrator.(c) The Investment Office. The Investment Office, shall be the “named fiduciary” of the Plan, within the meaning of such term as used in ERISA,solely with respect to matters involving the investment of assets of the Plan and, any contrary provision of the Plan notwithstanding, in all events subject tothe limitations contained in Sections 404(a)(2) and 404(c) of ERISA and the terms of the Plan, and all other applicable limitations. The Investment Office shallhave the following duties, responsibilities and rights: (i)The Investment Office shall be the “named fiduciary” for purposes of designating the investment funds under Section 6.2 and forpurposes of appointing one or more investment managers as described in ERISA. 69Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii)The Investment Office shall be solely responsible for all matters involving investment of the Employer Stock Fund described inSection 6.2 and no other person shall have any responsibility with respect to investment of such fund; provided, however, that effectiveJune 21, 2012, the Investment Office has appointed an independent investment manager under section 3(38) of ERISA to manage theinvestment of the Common Stock in the Employer Stock Fund and such investment manager (rather than the Investment Office) shall besolely responsible for any and all investment decisions relating thereto. (iii)Each Employer shall, from time to time, upon request of the Investment Office, furnish to the Investment Office such data andinformation as the Investment Office shall require in the performance of its duties.(d) The Corporate Investment Committee. The Company acting through the Corporate Investment Committee shall be responsible for overall monitoringof the performance of the Investment Office. The Corporate Investment Committee and the Company’s Chief Investment Officer shall have the right at anytime, with or without cause, to remove one or more employees of the Exelon Investment Office or to appoint another person or committee to act as InvestmentOffice. Any successor Investment Office employee shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for theacts of the predecessor. The power and authority of the Corporate Investment Committee with respect to the Plan shall be limited solely to the monitoring andremoval of the employees of the Investment Office and the Corporate Investment Committee shall have no other duties or responsibilities with respect to thePlan. None of the Company, any officer, employee or member of the board of directors who is not a member of the Corporate Investment Committee, nor anyother person shall have any responsibility regarding the appointment or removal of the employees of Investment Office.(e) Status of Administrator, the Investment Office and the Corporate Investment Committee. The Administrator, any person acting as, or on behalf of,the Investment Office, and any member of the Corporate Investment Committee may, but need not, be an Employee, trustee or officer of an Employer and suchstatus shall not disqualify such person from taking any action 70Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.hereunder or render such person accountable for any distribution or other material advantage received by him or her under this Plan, provided that noAdministrator, person acting as, or on behalf of, the Investment Office, or any member of the Corporate Investment Committee who is a Participant shall takepart in any action of the Administrator or the Investment Office on any matter involving solely his or her rights under this Plan.(f) Notice to Trustee of Members. The Trustee shall be notified as to the names of the Administrator and the person or persons authorized to act onbehalf of the Investment Office.(g) Allocation of Responsibilities. Each of the Administrator, the Investment Office and the Corporate Investment Committee may allocate their respectiveresponsibilities and may designate any person, persons, partnership or corporation to carry out any of such responsibilities with respect to the Plan. Any suchallocation or designation shall be reduced to writing and such writing shall be kept with the records of the Plan.(h) General Governance. The Corporate Investment Committee shall elect one of its members as chairman and appoint a secretary, who may or may notbe a member of such Committee. All decisions of the Corporate Investment Committee shall be made by the majority, including actions taken by writtenconsent. The Administrator, the Investment Office and the Corporate Investment Committee may adopt such rules and procedures as it deems desirable for theconduct of its affairs, provided that any such rules and procedures shall be consistent with the provisions of the Plan.(i) Indemnification. The Employers hereby jointly and severally indemnify the Administrator, the persons employed in the Exelon Investment Office, themembers of the Corporate Investment Committee, the Chief Human Resources Officer, and the directors, officers and employees of the Employers and each ofthem, from the effects and consequences of their acts, omissions and conduct in their official capacity with respect to the Plan (including but not 71Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.limited to judgments, attorney fees and costs with respect to any and all related claims, subject to the Company’s notice of and right to direct any litigation,select any counsel or advisor, and approve any settlement), except to the extent that such effects and consequences result from their own willful misconduct.The foregoing indemnification shall be in addition to (and secondary to) such other rights such persons may enjoy as a matter of law or by reason of insurancecoverage of any kind.(j) No Compensation. None of the Administrator, any person employed in the Exelon Investment Office nor any member of the Corporate InvestmentCommittee may receive any compensation or fee from the Plan for services as the Administrator, the Investment Office or a member of the CorporateInvestment Committee; provided, however that nothing contained herein shall preclude the Plan from reimbursing the Company or any Employer forcompensation paid to any such person if such compensation constitutes “direct expenses” for purposes of ERISA. The Employers shall reimburse theAdministrator, the persons employed in the Exelon Investment Office and the members of the Corporate Investment Committee for any reasonable expendituresincurred in the discharge of their duties hereunder.(k) Employ of Counsel and Agents. The Administrator, the Investment Office and the Corporate Investment Committee may employ such counsel (whomay be counsel for an Employer) and agents and may arrange for such clerical and other services as each may require in carrying out its respective dutiesunder the Plan.Section 11.2. Claims Procedure.Any Participant or distributee who believes he or she is entitled to benefits in an amount greater than those which he or she is receiving or has receivedmay file a claim with the Administrator. Such a claim shall be in writing and state the nature of the claim, the facts supporting the claim, the amount claimed,and the address of the claimant. The Administrator 72Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.shall review the claim and, unless special circumstances require an extension of time, within 90 days after receipt of the claim, give notice to the claimant,either in writing by registered or certified mail or in an electronic notification, of the Administrator’s decision with respect to the claim. Any electronic noticedelivered to the claimant shall comply with the standards imposed by applicable Regulations. If the Administrator determines that special circumstancesrequire an extension of time for processing the claim, the claimant shall be so advised in writing within the initial 90-day period and in no event shall such anextension exceed 90 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administratorexpects to render the benefit determination. The notice of the decision of the Administrator with respect to the claim shall be written in a manner calculated to beunderstood by the claimant and, if the claim is wholly or partially denied, the Administrator shall notify the claimant of the adverse benefit determination andshall set forth the specific reasons for the adverse determination, the references to the specific Plan provisions on which the determination is based, adescription of any additional material or information necessary for the claimant to perfect the claim, an explanation of why such material or information isnecessary, and a description of the claim review procedure under the Plan and the time limits applicable to such procedures, including a statement of theclaimant’s right (subject to the limitations described in Sections 13.11 and 13.12) to bring a civil action under Section 502 of ERISA following an adversebenefit determination on review. The Administrator shall also advise the claimant that the claimant or the claimant’s duly authorized representative may requesta review by the by the Vice President, Health & Benefits (or such other officer designated from time to time by the Chief Human Resources Officer) of theadverse benefit determination by filing with such officer, within 60 days after receipt of a notification of an adverse benefit determination, a written request forsuch review. The claimant shall be informed that, within the same 60-day period, he or she (a) may be 73Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claimfor benefits and (b) may submit to such officer written comments, documents, records and other information relating to the claim for benefits. If a request isso filed, review of the adverse benefit determination shall be made by such officer within, unless special circumstances require an extension of time, 60 daysafter receipt of such request, and the claimant shall be given written notice of the officer’s final decision. If the reviewing officer determines that specialcircumstances require an extension of time for processing the claim, the claimant shall be so advised in writing within the initial 60-day period and in no eventshall such an extension exceed 60 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which theofficer expects to render the determination on review. The review of the officer shall take into account all comments, documents, records and other informationsubmitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.The notice of the final decision shall include specific reasons for the determination and references to the specific Plan provisions on which the determination isbased and shall be written in a manner calculated to be understood by the claimant.Section 11.3. Procedures for Domestic Relations Orders.If the Administrator receives any written judgment, decree or order (including approval of a property settlement agreement) pursuant to domestic relationsor community property laws of any state relating to the provision of child support, alimony or marital property rights of a Spouse, former Spouse, child orother dependent of a Participant and purporting to provide for the payment of all or a portion of the Participant’s benefit under the Plan to or on behalf of one ormore of such persons (such judgment, decree or order being hereinafter called a “domestic relations order”), the Administrator shall promptly notify theParticipant and each other payee specified in such 74Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.domestic relations order of its receipt and of the following procedures. After receipt of a domestic relations order, the Administrator shall determine whethersuch order constitutes a “qualified domestic relations order,” as defined in paragraph (b) Section 14.2 (relating to exception for qualified domestic relationsorders), and shall notify the Participant and each payee named in such order in writing of its determination. Such notice shall be written in a mannercalculated to be understood by the parties and shall set forth specific reasons for the Administrator’s determination, and shall contain an explanation of thereview procedure under the Plan. The Administrator shall also advise each party that the party or his or her duly authorized representative may request areview by the Vice President, Health & Benefits (or such other officer designated from time to time by the Chief Human Resources Officer) of theAdministrator’s determination by filing a written request for such review. The Administrator shall give each party affected by such request notice of suchrequest for review. Each party also shall be informed that he or she may have reasonable access to pertinent documents and submit comments in writing tosuch officer in connection with such request for review. Each party shall be given written notice of the officer’s final determination, which notice shall bewritten in a manner calculated to be understood by the parties and shall include specific reasons for such final determination. Any amounts subject to adomestic relations order which would be payable to the alternate payee prior to the determination that such order is a qualified domestic relations order shall beseparately accounted for and not distributed prior to such determination. If within a reasonable time after receipt of written evidence of such order it isdetermined that such domestic order constitutes a qualified domestic relations order, the amounts so separately accounted for (plus any interest thereon) shallbe paid to the alternate payee. If within such reasonable period of time it is determined that such order does not constitute a qualified domestic relations order,the amounts so separately accounted for (plus any interest thereon) shall be paid to such other persons, 75Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.if any, entitled to such amounts at such time. Prior to the issuance of regulations, the Administrator shall establish the time periods in which theAdministrator’s determination, a request for review thereof and the review by the Administrator shall be made, provided that the total of such time periodsshall not be longer than 18 months from the date written evidence of a domestic relations order is received by the Administrator.The duties of the Administrator under this Section 11.3 may be delegated by the Administrator to one or more persons other than the Administrator.Section 11.4. Notices to Participants, Etc.All notices, reports and statements given, made, delivered or transmitted to a Participant or distributee or any other person entitled to or claiming benefitsunder the Plan shall be deemed to have been duly given, made or transmitted when mailed by first class mail with postage prepaid and addressed to theParticipant or distributee or such other person at the address last appearing on the records of the Administrator. A Participant or distributee or other person mayrecord any change of his or her address from time to time by written notice filed with the Administrator.Section 11.5. Notices to Administrator.Written directions, notices and other communications from Participants or distributees or any other person entitled to or claiming benefits under the Planto the Administrator shall be deemed to have been duly given, made or transmitted either when delivered to such location as shall be specified upon the formsprescribed by the Administrator for the giving of such directions, notices and other communications or when mailed by first class mail with postage prepaidand addressed to the addressee at the address specified upon such forms.Section 11.6. Records.Each of the Administrator and the Investment Office shall keep a record of all of their respective proceedings, if any, and shall keep or cause to be keptall books of account, records and other data as may be necessary or advisable in their respective judgment for the administration of the Plan or theadministration of the investments of the Plan. 76Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 11.7. Reports of Trustee and Accounting to Participants.The Administrator shall keep on file, in such form as it shall deem convenient and proper, all reports concerning the Trust Fund received by it from theTrustee, and the Administrator will, as soon as practicable after the last day of each quarter of each Plan Year furnish each Participant and Beneficiary with astatement reflecting the condition of his or her accounts as of that date.Section 11.8. Electronic Media.Notwithstanding any provision of the Plan to the contrary and for all purposes of the Plan, to the extent permitted by the Administrator and anyapplicable law or Regulation, the use of electronic technologies shall be deemed to satisfy any written notice, consent, delivery, signature, disclosure orrecordkeeping requirement under the Plan, the Code or ERISA to the extent permitted by or consistent with applicable law and Regulations. Any transmittal byelectronic technology shall be deemed delivered when successfully sent to the recipient, or such other time specified by the Administrator.ARTICLE 12PARTICIPATION BY OTHER EMPLOYERSSection 12.1. Adoption of Plan.With the consent of the Company, any entity may become a participating Employer under the Plan by (a) taking such action as shall be necessary toadopt the Plan and (b) executing and delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect withrespect to such entity. 77Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 12.2. Withdrawal from Participation.Any Employer shall terminate its participation in the Plan at any time, under such circumstances as the Company may provide, by delivering to theCompany a duly certified copy of a resolution of its board of directors (or other governing body) to that effect, or by ceasing to be a member of the samecontrolled group as the Company (within the meaning of section 1563(a) of the Code).Section 12.3. Company as Agent for Employers.Each entity that becomes a participating Employer pursuant to Section 12.1 (relating to adoption of Plan) or Article 13 (relating to continuance by asuccessor) by so doing shall be deemed to have appointed the Company its agent to exercise on its behalf all of the powers and authorities hereby conferredupon the Company by the terms of the Plan, including, but not by way of limitation, the power to amend and terminate the Plan. The authority of theCompany to act as such agent shall continue unless and until the portion of the Trust Fund held for the benefit of Employees of the particular Employer andtheir Beneficiaries is set aside in a separate Trust Fund as provided in Section 16.2 (relating to establishment of separate trust).ARTICLE 13CONTINUANCE BY A SUCCESSORIn the event that the Employer is reorganized by way of merger, consolidation, transfer of assets or otherwise, so that another entity succeeds to all orsubstantially all of the Employer’s business, such successor entity may be substituted for the Employer under the Plan by adopting the Plan and becoming aparty to the Trust agreement. Contributions by the Employer shall be automatically suspended from the effective date of any such reorganization until the dateupon which the substitution of such successor entity for the Employer under the Plan becomes effective. 78Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If, within 90 days following the effective date of any such reorganization, such successor entity shall not have elected to become a party to the Plan, or if theEmployer adopts a plan of complete liquidation other than in connection with a reorganization, the Plan shall be automatically terminated with respect toEmployees of such Employer as of the close of business on the 90th day following the effective date of such reorganization or as of the close of business on thedate of adoption of such plan of complete liquidation, as the case may be, and the Administrator shall direct the Trustee to distribute the portion of the TrustFund applicable to such Employer in the manner provided in Article 16 (relating to establishment of separate plan and termination).If such successor entity is substituted for an Employer by electing to become a party to the Plan as described above, then, for all purposes of the Plan,employment of such Employee with such Employer, including service with and compensation paid by such Employer, shall be considered to be employmentwith an Employer.ARTICLE 14MISCELLANEOUSSection 14.1. Expenses.Except as provided in the last sentence of Section 6.2 (relating to expenses of investments for an investment fund), all costs and expenses incurred inadministering the Plan and the Trust, including, but not limited to, “direct expenses” incurred in administering the Plan and the Trust (includingcompensation paid to any employee of an Employer or an Affiliate who is engaged in the administration of the Plan or the Trust), the expenses of theAdministrator and the Investment Office, the fees of counsel and any agents for the Administrator and the Investment Office, the fees and expenses of theTrustee, the fees of counsel for the Trustee and other administrative expenses shall, to the extent permitted by law, be paid from the Trust Fund to the extentsuch 79Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.expenses are not paid by the Employers. Notwithstanding the foregoing, the Administrator may authorize an Employer to pay any expenses, and the Employershall be reimbursed from the Trust Fund for such payments. The Administrator, in its discretion, having regard to the nature of a particular expense, shalldetermine the portion of the expense that is to be borne by each Employer.Section 14.2. Non-Assignability.(a) In general. It is a condition of the Plan, and all rights of each Participant and Beneficiary shall be subject thereto, that no right or interest of anyParticipant or Beneficiary in the Plan shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including, butnot by way of limitation, execution, levy, garnishment, attachment, pledge or bankruptcy, but excluding devolution by death or mental incompetency, and noright or interest of any Participant or Beneficiary in the Plan shall be liable for, or subject to, any obligation or liability of such Participant or Beneficiary,including claims for alimony or the support of any Spouse, except as provided below.(b) Exception for Qualified Domestic Relations Orders. Notwithstanding any provision of the Plan to the contrary, if a Participant’s account balanceunder the Plan, or any portion thereof, is the subject of one or more qualified domestic relations orders, as defined below, such account balance or portionthereof shall be paid to the person and at the time and in the manner specified in any such order. For purposes of this paragraph (b), “qualified domesticrelations order” shall mean any “domestic relations order” as defined in Section 11.3 (relating to procedures for domestic relations orders) that creates (orrecognizes the existence of) or assigns to a person other than the Participant (an “alternate payee”) rights to all or a portion of the Participant’s account balanceunder the Plan, and:(A) clearly specifies (i)the name and last known mailing address (if any) of the Participant and each alternate payee covered by such order, 80Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii)the amount or percentage of this Participant’s benefits to be paid by the Plan to each such alternate payee, or the manner in whichsuch amount or percentage is to be determined, (iii)the number of payments to, or period of time for which, such order applies, and (iv)each plan to which such order applies;(B) does not require (i)the Plan to provide any type or form of benefit or any option not otherwise provided under the Plan at the time such order is issued, (ii)the Plan to provide increased benefits (determined on the basis of actuarial equivalence), and (iii)the payment of benefits to an alternate payee that at the time such order is issued already are required to be paid to a differentalternate payee under a prior qualified domestic relations order; and(C) does not require the commencement of payment of benefits to any alternate payee before the earlier of (I) the date on which the Participant isentitled to a distribution under the Plan and (II) the date the Participant attains age 50, except that the order may require the commencement of payment ofbenefits as soon as administratively practicable after the date such order is determined by the Administrator to be a “qualified domestic relations order”;all as determined by the Administrator pursuant to the procedures contained in Section 11.3 (relating to procedures for domestic relations orders). Any amountssubject to a domestic relations order prior to determination of its status as a qualified domestic relations order that but for such order would be paid to theParticipant shall be segregated in a separate account or an escrow account pending such determination. If within the reasonable time period beginning with thedate on which the first payment would be required to be made under a domestic relations order the Administrator determines that the domestic relations orderconstitutes a qualified domestic relations order, the amount so segregated (plus any interest thereof) shall be paid to the alternate payee. If such determination isnot made within such reasonable time period, then the amount so 81Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.segregated (plus any interest thereon), shall, as soon as practicable after the end of such reasonable time period, be paid to the Participant. Any determinationregarding the status of such order after such reasonable time period shall be applied only to payments on or after the date of such determination.Section 14.3. Employment Non-Contractual.The Plan confers no right upon an Employee to continue in employment.Section 14.4. Limitation of Rights.A Participant or distributee shall have no right, title or claim in or to any specific asset of the Trust Fund, but shall have the right only to distributionsfrom the Trust Fund on the terms and conditions herein provided.Section 14.5. Merger or Consolidation with Another Plan.A merger or consolidation with, or transfer of assets or liabilities to, any other plan shall not be effected unless the terms of such merger, consolidationor transfer are such that each Participant, distributee, Beneficiary or other person entitled to receive benefits from the Plan would, if the Plan were to terminateimmediately after the merger, consolidation or transfer, receive a benefit equal to or greater than the benefit such person would be entitled to receive if the Planwere to terminate immediately before the merger, consolidation, or transfer.Section 14.6. Gender and Plurals.Wherever used in the Plan, words in the masculine gender shall include masculine or feminine gender, and, unless the context otherwise requires, wordsin the singular shall include the plural, and words in the plural shall include the singular. 82Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 14.7. Applicable Law.Except to the extent preempted by applicable federal law or otherwise provided under the terms of the Plan, the Plan and all rights hereunder shall begoverned by and construed in accordance with the laws of the State of Illinois.Section 14.8. Severability.If a provision of the Plan shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall beconstrued and enforced as if the illegal or invalid provision had not been included in the Plan.Section 14.9. No Guarantee.Neither the Administrator or the Investment Office, the Employer, nor the Trustee in any way guarantees the Trust from loss or depreciation nor thepayment of any money that may be or become due to any person from the Trust Fund. Nothing herein contained shall be deemed to give any Participant,distributee, or Beneficiary an interest in any specific part of the Trust Fund or any other interest except the right to receive benefits out of the Trust Fund inaccordance with the provisions of the Plan and the Trust Fund.Section 14.10. Statute of Limitations for Actions under the Plan.Except for actions to which the statute of limitations prescribed by Section 413 of ERISA applies, (a) no legal or equitable action relating to a claim forbenefits under Section 502 of ERISA may be commenced later than one year after the claimant receives a final decision from the Company’s Vice President,Health & Benefits (or such other officer designated from time to time by the Chief Human Resources Officer) in response to the claimant’s request for reviewof the adverse benefit determination and (b) no other legal or equitable action involving the Plan may be commenced later than two years from the time theperson bringing an action knew, or had reason to know, of the circumstances giving rise to the action. This provision shall not be interpreted to extend anyotherwise applicable statute of limitations, nor to bar the Plan or its fiduciaries from recovering overpayments of benefits or other amounts incorrectly paid toany person under the Plan at any time or bringing any legal or equitable action against any party. 83Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 14.11. Forum for Legal Actions under the Plan.Any legal action involving the Plan that is brought by any Participant, any Beneficiary or any other person shall be litigated in the federal courts locatedin the Northern District of Illinois or the Eastern District of Pennsylvania, whichever is most convenient, and no other federal or state court.Section 14.12. Legal Fees.Any award of legal fees in connection with an action involving the Plan shall be calculated pursuant to a method that results in the lowest amount of feesbeing paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees be awarded for work related to (a) administrativeproceedings under the Plan, (b) unsuccessful claims brought by a Participant, Beneficiary or any other person, or (c) actions that are not brought underERISA. In calculating any award of legal fees, there shall be no enhancement for the risk of contingency, nonpayment or any other risk nor shall there beapplied a contingency multiplier or any other multiplier. In any action brought by a Participant, Beneficiary or any other person against the Plan, theAdministrator, the Investment Office, the Vice President, Health & Benefits, any Plan fiduciary, the Chief Human Resources Officer, the Company, itsaffiliates or their respective officers, directors, employees, or agents (the “Plan Parties”), legal fees of the Plan Parties in connection with such action shall bepaid by the Participant, Beneficiary or other person bringing the action, unless the court specifically finds that there was a reasonable basis for the action. 84Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 15TOP-HEAVY PLAN REQUIREMENTSSection 15.1. Top-Heavy Plan Determination.If as of the determination date (as defined in Section 15.2) for any Plan Year (a) the sum of the account balances under the Plan and all other definedcontribution plans in the aggregation group (as defined in Section 15.2) and (b) the present value of accrued benefits under all defined benefit plans in suchaggregation group of all Participants in such plans who are key employees (as defined in Section 15.2) for such Plan Year exceeds 60 percent of the aggregateof the account balances and present value of accrued benefits of all participants in such plans as of the determination date (as defined in Section 15.2), thenthis Plan shall be a top-heavy plan for such Plan Year, and the requirements of Sections 15.3 (relating to minimum contribution for top-heavy years) shall beapplicable for such Plan Year as of the first day thereof. If the Plan shall be a top-heavy plan for any Plan Year and not be a top-heavy plan for any subsequentPlan Year, the requirements of this Article shall not be applicable for such subsequent Plan Year.Section 15.2. Definitions and Special Rules.(a) Definitions. For purposes of this Article, the following definitions shall apply: (1)Determination Date. The determination date for all plans in the aggregation group shall be the last day of the preceding Plan Year, and thevaluation date applicable to a determination date shall be (i) in the case of a defined contribution plan, the date as of which accountbalances are determined which is coincident with or immediately precedes the determination date, and (ii) in the case of a defined benefitplan, the date as of which the most recent actuarial valuation for the Plan Year that includes the determination date is prepared, except thatif any such plan specifies a different determination or valuation date, such different date shall be used with respect to such plan. (2)Aggregation Group. The aggregation group shall consist of (a) each plan of an Employer in which a key Employee is a participant,(b) each other plan that enables such a plan to be qualified under section 401(a) of the Code, and (c) any other plans of an Employer thatthe Company designates as part of the aggregation group and that shall permit the aggregation group to continue to meet the requirements ofsections 401(a) and 410 of the Code with such other plan being taken into account. 85Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (3)Key Employee. Key Employee shall have the meaning set forth in section 416(i) of the Code. (4)Compensation. Compensation shall have the meaning set forth in section 1.415(c)-2 of the Regulations.(b) Special Rules. For the purpose of determining the accrued benefit or account balance of a Participant, the accrued benefit or account balance of anyperson who has not performed services for an employer at any time during the 1-year period ending on the determination date shall not be taken into accountpursuant to this Section. Any person who received a distribution from a plan (including a plan that has terminated) in the aggregation group during the 1-yearperiod ending on the last day of the preceding Plan Year shall be treated as a Participant in such plan, and any such distribution shall be included in suchParticipant’s account balance or accrued benefit, except that in the case of any distribution made for a reason other than separation from service, death ordisability, this sentence shall be applied by substituting “5-year period” for the “1-year period” stated herein.Section 15.3. Minimum Contribution for Top-Heavy Years.Notwithstanding any provision of the Plan to the contrary, the sum of the Employer contributions under Article 4 (other than Before-Tax Contributionsdescribed in Section 4.1) allocated to the account of each Participant (other than a key Employee) during any Plan Year and the forfeitures allocated to theaccount of such Participant (other than a key Employee) during any Plan Year for which the Plan is a top-heavy plan shall in no event be less than the lesser of(i) 3% of such Participant’s compensation during such Plan Year and (ii) the highest percentage at which contributions are made on behalf of any keyEmployee for such Plan Year. Notwithstanding the preceding sentence, if the percentage determined pursuant to clause (ii) of the preceding sentence is less than3%, such percentage shall be recalculated by including Before-Tax Contributions made 86Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.on behalf of key employees. Such minimum contribution shall be made even if, under other provisions of the Plan, the Participant would not otherwise beentitled to receive an allocation or would receive a lesser allocation for the year because of (i) the Participant’s failure to complete 1,000 Hours of Service, or(ii) compensation of less than a stated amount. If, during any Plan Year for which this Section 15.3 is applicable, a defined benefit plan is included in theaggregation group and such defined benefit plan is a top-heavy plan for such Plan Year, the percentage set forth in clause (i) of the first sentence of this Sectionshall be 5%. The percentage referred to in clause (ii) of the first sentence of this Section shall be obtained by dividing the aggregate of contributions madepursuant to Article 4 and pursuant to any other defined contribution plan that is required to be included in the aggregation group (other than a definedcontribution plan that enables a defined benefit plan that is required to be included in such group to be qualified under section 401(a) of the Code) during thePlan Year on behalf of such key Employee by such key Employee’s compensation for the Plan Year. Notwithstanding the above, the provisions of thisSection 15.3 shall not apply for any Plan Year with respect to an Eligible Employee who has accrued the defined benefit minimum provided under section 416of the Code under a qualified defined benefit plan maintained by an Employer or Affiliate.ARTICLE 16AMENDMENT, ESTABLISHMENT OF SEPARATE PLAN AND TERMINATIONSection 16.1. Amendment.The Company may at any time and from time to time amend or modify the Plan by resolution of the Board of Directors of the Company or theCompensation Committee thereof; provided, however, that in the case of any amendment or modification that would not result in an aggregate annual cost tothe Company of more than $50,000,000, the Plan may be amended or 87Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.modified by action of the Chief Human Resources Officer (with the consent of the Chief Executive Officer in the case of a discretionary amendment ormodification expected to result in an increase in annual expense or liability exceeding $250,000) or another executive officer holding title of equivalent or greaterresponsibility. No amendment shall be made in respect of Eligible Employees who are members of a bargaining unit represented by IBEW Local Union 15that is inconsistent with that portion of the collective bargaining agreement between such an Employer and IBEW Local Union 15 concerning the Plan.Section 16.2. Establishment of Separate Plan.If an Employer withdraws from the Plan under Section 12.2 (relating to withdrawal from participation), the Administrator may determine the portion ofthe Trust Fund held by the Trustee that is applicable to the Participants and former Participants of such Employer and direct the Trustee to segregate suchportion in a separate Trust Fund. Such separate Trust Fund shall thereafter be held and administered as a part of the separate plan of such Employer.The portion of the Trust Fund applicable to the Participants and former Participants of a particular Employer shall be the sum of: (a)the total amount credited to all accounts that are applicable to the Participants and former Participants of such Employer and (b)an amount that bears the same ratio to the excess, if any, of (i)the total value of the Trust Fund over (ii)the total amount credited to all accountsas the total amount credited to the accounts that are applicable to the Participants of such Employer bears to the total amount credited to such accounts of allParticipants. 88Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 16.3. Termination and Distributions upon Termination of the Plan.The Company has established the Plan with the bona fide intention and expectation that contributions will be continued indefinitely, but the Companywill not have any obligation or liability whatsoever to maintain the Plan for any given length of time and may terminate the Plan at any time by resolution of theBoard of Directors or the Compensation Committee thereof, to that effect, without any liability whatsoever for any such termination. Notwithstanding thepreceding sentence, the Plan shall not be terminated in respect of Eligible Employees who are members of a bargaining unit represented by IBEW Local Union15 if such termination is inconsistent with the portion of the collective bargaining agreement between the Employer of such Eligible Employees and IBEWLocal Union 15 concerning the Plan. The Plan will be deemed terminated: (a) if and when the Company is judicially declared bankrupt, or (b) upondissolution of the Company.Upon termination of the Plan by the Company or withdrawal from participation in the Plan by any Employer pursuant to Section 12.2 (relating towithdrawal from participation) or the partial termination of the Plan with respect to a group of Employees or complete discontinuance of contributionshereunder, distributions shall be made to each affected Participant or other persons entitled to distributions pursuant to Article 8 (relating to withdrawals anddistributions). If the entire Plan is terminating, upon the completion of distribution to all Participants, the Trust will terminate, the Trustee will be relievedfrom all liability under the Trust, and no Participant or other person will have any claims thereunder, except as required by applicable law.Notwithstanding the preceding paragraph, no distribution shall be made to any Participant (i) until he or she attains age 59 1⁄2 except as otherwiseprovided in Section 8.3 (relating to distributions upon termination of employment) or (ii) if a successor plan, as defined in Regulations, is established ormaintained by the Participant’s Employer. 89Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.To the extent that no discrimination in value results, any distribution after termination or partial termination of the Plan may be made, in whole or inpart, in cash, in securities or other assets in kind, or in non-transferable annuity contracts, as the Administrator (in its discretion) may determine. All non-cash distributions shall be valued at fair market value at date of distribution.If the Internal Revenue Service refuses to issue an initial, favorable determination letter that the Plan and Trust Fund as adopted by an Employer meet therequirements of section 401(a) of the Code and that the Trust Fund is exempt from tax under section 501(a) of the Code, the Employer may terminate itsparticipation in the Plan and shall direct the Trustee to pay and deliver the portion of the Trust Fund applicable to the Participants of such Employer,determined pursuant to Section 16.2 (relating to establishment of separate plan) to such Employer and such Employer shall pay to Participants or theirbeneficiaries the part of such Employer’s portion of the Trust Fund as is attributable to contributions made by Participants.Notwithstanding any provision of this Plan to the contrary, no distribution shall be made pursuant to this Section 16.3 (relating to termination anddistribution upon termination of the Plan) solely due to the termination of this Plan if, within the meaning of applicable Regulations, the employer establishesor maintains an alternative defined contribution plan.Section 16.4. Trust Fund to Be Applied Exclusively for Participants and Their Beneficiaries.Subject only to the provisions of Section 4.5 (relating to the limitation on Employer contributions), 7.4 (relating to limitations on allocations imposed bysection 415 of the Code) and 16.3 (relating to termination and distributions upon termination of the Plan), and any other provision of the Plan to the contrarynotwithstanding, it shall be impossible for any part of the Trust Fund to be used for or diverted to any purpose not for the exclusive benefit of Participants andtheir Beneficiaries either by operation or termination of the Plan, power of amendment or other means. 90Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer on this day of December,2012. EXELON CORPORATIONBy Chief Human Resources Officer 91Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SUPPLEMENT ITransfers from Other PlansWith the consent of the Administrator, whenever a participant in any other qualified savings or profit sharing plan maintained for employees of an entityany of whose assets or stock are acquired by an Employer (the “Other Plan”) becomes a Participant in this Plan, then such Participant’s interest in the OtherPlan may be transferred to the Trustee of this Plan and credited to administrative subaccounts to be held, invested, reinvested and distributed pursuant to theterms of the Plan and the Trust and, as of the date of the transfer of any such Participant’s interest in the Other Plan, (a)there shall be credited to the Before-Tax Contributions Account of such Participant that portion of his interest in the Other Plan which istransferred to the Trustee and which represents the Participant’s salary reduction contributions, if any, made to the Other Plan on behalf of theParticipant, (b)there shall be credited to the After-Tax Account of such Participant that portion of his interest in the Other Plan which is transferred to the Trusteeand which represents the Participant’s after-tax contributions, if any, made to the Other Plan, (c)there shall be credited to the Employer Matching Contributions Account of such Participant that portion of his interest in the Other Plan which istransferred to the Trustee and which represents the matching contributions and other employer contributions, if any, made to the Other Plan onbehalf of the Participant, and (d)there shall be credited to the Rollover Account of such Participant that portion of his interest in the Other Plan which is transferred to the Trusteeand which represents the Participant’s rollover contributions, if any, to the Other Plan. I-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Any amounts credited to a Participant’s Before-Tax Contributions Account, After-Tax Contributions Account, Employer Matching ContributionsAccount and Rollover Account shall be credited to the administrative subaccounts in accordance with such Participant’s investment direction in effect as of thedate of such transfer. Any salary reduction contributions credited to the Before-Tax Contributions Account that are designated Roth contributions within themeaning of section 402A of the Code shall be maintained in a manner that satisfies the separate accounting requirement, and any Regulations or otherrequirements promulgated, under section 402A of the Code. Any special provisions applicable to amounts transferred to the Trustee from any Other Plan shallbe set forth in an Exhibit hereto. I-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SUPPLEMENT IIElective Transfers Between This Plan and Plans of Affiliates or the TXU 401(k) PlanA. Transfers to this Plan. Whenever an individual who is employed by an Affiliate that is not an Employer has a change in employment status thatresults in such individual (a) becoming an Eligible Employee and (b) being ineligible to make additional elective contributions under a plan maintained bysuch Affiliate (an “Affiliate Plan”), such Eligible Employee may elect to transfer his or her benefits under the Affiliate Plan to this Plan. Such election must beconditioned upon a voluntary, fully-informed election by the Eligible Employee. In the event that the Eligible Employee makes such election, his or her benefitsunder the Affiliate Plan shall be credited to his account under this Plan, and such benefits shall be subject to the terms of, and paid as prescribed by, thisPlan, and the terms of the Affiliate Plan shall not apply with respect to such benefits.An individual who becomes an Eligible Employee in connection with the Company’s 2002 acquisition of from Texas Utilities, Inc. (“TXU”) may electto transfer his or her benefits under TXU’s 401(k) plan (the “TXU Plan”) to this Plan. Such election must be conditioned upon a voluntary, fully-informedelection by the Eligible Employee. In the event that the Eligible Employee makes such election, his or her benefits under the TXU Plan shall be credited to hisaccount under this Plan, and such benefits shall be subject to the terms of, and paid as prescribed by, this Plan, and the terms of the TXU Plan shall notapply with respect to such benefits. II-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.B. Transfers from this Plan. Whenever a Participant has a change in employment status that results in such Participant (a) ceasing to be an EligibleEmployee and (b) becoming eligible to participate in an Affiliate Plan, such Participant may elect to transfer his or her benefits under this Plan to the AffiliatePlan. Such election must be conditioned upon a voluntary, fully-informed election by the Participant. In the event that the Participant makes such election, theParticipant, effective at the time of the transfer, shall not be entitled to any benefits under this Plan and the benefits transferred to the Affiliate Plan shall besubject to the terms of, and paid as prescribed by, the Affiliate Plan, and the terms of this Plan shall not apply with respect to such benefits. II-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SUPPLEMENT IIIMerger of Certain AmerGen Plans into this PlanPurpose. The purpose of this Supplement III is to reflect the merger of the AmerGen Clinton Employee Savings Plan for Nonbargaining Employees (the“Clinton Plan”) and the AmerGen TMI and Oyster Creek Employee Savings Plan for Nonbargaining Employees (collectively, the “AmerGen Plans”) into thePlan effective February 1, 2004 (the “Merger Date”) and to preserve those provisions of the AmerGenPlans that cannot be eliminated by amendment withoutviolating section 411(d)(6) of the Internal Revenue Code and applicable Treasury regulations thereunder.Definitions. Unless the context clearly indicates otherwise, a term defined in the Plan shall have the same meanings for purposes of this Supplement III.Conflicts Between the Plan and this Supplement III. This Supplement III and the Plan together comprise the Plan with respect to AmerGen PlanParticipants (as defined below). In case of any conflict between the provisions of the Plan and this Supplement III, the terms and provisions of thisSupplement III shall govern to the extent necessary to eliminate such conflict.AmerGen Plan Participants. This Supplement III shall be applicable to all AmerGen Plan Participants. “AmerGen Plan Participants” are participants inthe Plan who were participants in the AmerGen Plans and whose account balances under the AmerGen Plans were merged into the Plan.Vesting. All AmerGen Plan Participants shall be fully vested in their accounts under the Plan.Withdrawals of Employer Matching Contributions. Notwithstanding any provision in the Plan to the contrary, an AmerGen Plan Participant who,immediately prior to the Merger Date was a participant in the Clinton Plan (“Clinton Participant”) who has completed 60 months as either a participant in theClinton Plan or a participant in this Plan may elect, in accordance with III-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.procedures established by the Administrator, to receive a distribution of all or any part of his or her Employer Matching Contributions Account that isattributable to contributions made under the Clinton Plan, as adjusted for gains, earnings and losses attributable thereto determined as of the Valuation Datenext succeeding the date of receipt of the request for distribution. Additionally, a Clinton Participant, regardless of his or her period of participation in theClinton Plan or this Plan, may elect, in accordance with procedures established by the Administrator, to receive a distribution of all or any part of that portionof the Employer Matching Contributions Account that is attributable to contributions made under the Clinton Plan and that is derived from EmployerMatching Contributions in excess of Employer Matching Contributions allocated to his or her Employer Matching Contributions Account during the two PlanYears preceding the Plan Year in which the withdrawal takes place, adjusted for gains, earnings and losses attributable thereto determined as of the ValuationDate next succeeding the date of receipt of the request for distribution.No distribution made pursuant to this paragraph F may be for an amount which is less than the lesser of (i) $200; or (ii) that portion of the Participant’sEmployer Matching Contributions Account that is attributable to contributions made under the Clinton Plan, as adjusted for gains, earnings and lossesattributable thereto. In addition, a Participant may not make more than one withdrawal pursuant to this paragraph F in any Plan Year.Loans. With respect to any loan to an AmerGen Plan Participant that is outstanding at the Merger Date, the terms of such loan shall continue to begoverned by the note evidencing such loan and the terms applicable to such loan as in effect under the AmerGen Plans as of the Merger Date. All loans madeafter the Merger Date shall be governed by and in accordance with the terms of the Plan and any loan policy issued thereunder by the Administrator. III-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SUPPLEMENT IVMerger of New England Plan into this PlanPurpose. The purpose of this Supplement IV is to reflect the merger of the Exelon New England Union Retirement 401(k) Plan ( the “New EnglandPlan”) into the Plan effective November 1, 2004 (the “Merger Date”).Definitions. Unless the context clearly indicates otherwise, a term defined in the Plan shall have the same meanings for purposes of this Supplement IV.Conflicts Between the Plan and this Supplement IV. This Supplement IV and the Plan together comprise the Plan with respect to New England PlanParticipants (as defined below). In case of any conflict between the provisions of the Plan and this Supplement IV, the terms and provisions of thisSupplement IV shall govern to the extent necessary to eliminate such conflict.New England Plan Participants. This Supplement IV shall be applicable to all New England Plan Participants. “New England Plan Participants” areparticipants in the Plan who were participants in the New England Plan and whose account balances under the New England Plan were merged into the Plan.Vesting. All New England Plan Participants shall be fully vested in their accounts under the Plan.Loans. With respect to any loan to a New England Plan Participant that is outstanding at the Merger Date, the terms of such loan shall continue to begoverned by the note evidencing such loan and the terms applicable to such as in effect under the New England Plan as of the Merger Date. All loans madeafter the Merger Date shall be governed by and in accordance with the terms of the Plan and any loan policy issued thereunder by the Administrator. IV-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SUPPLEMENT VTransfers from the Exelon Corporation 401(k) Profit Sharing Plan No. 2A. Purpose. The purpose of this Supplement IV is to reflect the transfer to the Plan of assets allocated to certain accounts under the Exelon Corporation401(k) Profit Sharing Plan No. 2 (the “InfraSource Plan No. 2”), which was terminated on November 30, 2007.B. Definitions. All capitalized terms used in this Supplement IV, but not separately defined herein, shall have the same meanings assigned to such termsin the Plan.C. Applicability. This Supplement shall apply to any individual (“Affected Participant”) whose benefit under the InfraSource Plan No. 2 is transferredpursuant to Section D of this Supplement IV. An Affected Participant shall be treated as a Participant under the Plan for all purposes of the Plan except, unlessthe Affected Participant is otherwise eligible to participate in the Plan, for purposes related to making or receiving contributions as set forth in Articles 4 and 5of the Plan.D. Transfer. Notwithstanding any provision in the Plan to the contrary, assets allocated to the InfraSource Plan No. 2 accounts of any individual who,in connection with the termination of the InfraSource Plan No. 2, elected to transfer his or her benefits thereunder to the Plan or who did not make a timelyelection with respect to his or her benefits under the InfraSource Plan No. 2, shall be transferred to the Plan as soon as administratively practicable afterNovember 30, 2007 and credited to a separate account (“Affected Account”) under this Plan.E. Conflicts Between the Plan and this Supplement IV. This Supplement IV and the Plan together comprise the Plan with respect to Affected Accounts.In case of any conflict between the provisions of the Plan and this Supplement IV, the terms and provisions of this Supplement IV shall govern to the extentnecessary to eliminate such conflict.F. Vesting. Each Affected Participant shall be fully vested in his or her Affected Account. V-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.7EXELON CORPORATION CASH BALANCE PENSION PLANAmended and Restated Effective as of January 1, 2013Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Page ARTICLE 1 TITLE AND PURPOSE 1 ARTICLE 2 DEFINITIONS 1 ARTICLE 3 PARTICIPATION 10 Section 3.1 Eligibility for Participation 10 Section 3.2 Transfer to Affiliates 13 Section 3.3 Cessation of Participation 14 Section 3.4 Rehired Participants 14 ARTICLE 4 SOURCE OF CONTRIBUTIONS 14 Section 4.1 Source of Contributions 14 Section 4.2 Limitation on Contributions 15 ARTICLE 5 TRUST 16 ARTICLE 6 PARTICIPANT ACCOUNTS 16 Section 6.1 Cash Balance Accounts 16 ARTICLE 7 DISTRIBUTIONS 22 Section 7.1 Time of Distribution 22 Section 7.2 Form of Distribution 25 Section 7.3 Death Benefits 27 Section 7.4 Election and Waiver Procedures 28 Section 7.5 Distributions to Minor and Disabled Distributees 34 Section 7.6 Direct Rollover Distributions 35 Section 7.7 Withholding Requirements 36 Section 7.8 Special Rules Applicable to Calculations of Lump Sum Distributions 36 Section 7.9 Participant’s Death During Qualified Military Service 36 ARTICLE 8 LIMITATIONS ON BENEFITS 37 Section 8.1 Statutory Limits 37 Section 8.2 Restrictions on Benefits 39 Section 8.3 Benefit Restrictions as a Result of Funding 41 iSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents(continued) Page ARTICLE 9 SPECIAL PARTICIPATION AND DISTRIBUTION RULES RELATING TO RECOMMENCEMENT OFEMPLOYMENT AND EMPLOYMENT BY RELATED ENTITIES 51 Section 9.1 Recommencement of Employment by a Terminated Employee 51 Section 9.2 Suspension of Benefits 54 Section 9.3 Employment by Related Entities 55 Section 9.4 Leased Employees 55 Section 9.5 Employees who Become Eligible Employees as a Result of Ceasing to be Represented by IBEW Local Union 15 56 Section 9.6 Employees who Cease to be Eligible Employees as a Result of Becoming Represented by IBEW Local Union 15 57 Section 9.7 Change in Employment Status or Transfer to Affiliate 57 Section 9.8 Transfer of Employment to or from Facilities formerly Owned by CEG 58 ARTICLE 10 ADMINISTRATION 58 Section 10.1 The Administrator, the Investment Office and the Corporate Investment Committee 58 Section 10.2 Claims Procedure 64 Section 10.3 Notices to Participants, Etc. 66 Section 10.4 Responsibility to Advise Administrator of Current Address 66 Section 10.5 Notices to Employers or Administrator 66 Section 10.6 Responsibility to Furnish Information and Sign Documents 67 Section 10.7 Records 67 Section 10.8 Actuary to be Employed 67 Section 10.9 Funding Policy 68 Section 10.10 Electronic Media 68 Section 10.11 Correction of Error 68 ARTICLE 11 PARTICIPATION BY OTHER EMPLOYERS 68 Section 11.1 Adoption of Plan 68 Section 11.2 Withdrawal from Participation 69 Section 11.3 Company and Administrator as Agent for Employers 69 ARTICLE 12 CONTINUANCE BY A SUCCESSOR 69 iiSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents(continued) Page ARTICLE 13 MISCELLANEOUS 70 Section 13.1 Expenses 70 Section 13.2 Non-Assignability 71 Section 13.3 Employment Non-Contractual 72 Section 13.4 Limitation of Rights 72 Section 13.5 Merger or Consolidation with Another Plan 72 Section 13.6 Construction 72 Section 13.7 Applicable Law 73 Section 13.8 Severability 73 Section 13.9 No Guarantee 73 Section 13.10 Military Service 74 Section 13.11 Statute of Limitations for Actions under the Plan 74 Section 13.12 Forum for Legal Actions under the Plan 74 Section 13.13 Legal Fees 75 ARTICLE 14 TOP-HEAVY PLAN REQUIREMENTS 75 Section 14.1 Top-Heavy Plan Determination 75 Section 14.2 Definitions and Special Rules 76 Section 14.3 Minimum Benefit for Top-Heavy Years 77 Section 14.4 Top-Heavy Vesting Requirements 78 ARTICLE 15 AMENDMENT, ESTABLISHMENT OF SEPARATE PLAN AND TERMINATION 78 Section 15.1 Amendment 78 Section 15.2 Establishment of Separate Plan 79 Section 15.3 Termination of the Plan by an Employer 79 Section 15.4 Vesting and Distribution Upon Termination or Partial Termination 79 Section 15.5 Trust Fund to Be Applied Exclusively for Participants and Their Beneficiaries 81 iiiSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 1TITLE AND PURPOSEThe name of the plan set forth herein shall be the “Exelon Corporation Cash Balance Pension Plan” (the “Plan”). This Plan, as in effect on December 31,2012, was previously amended and restated effective generally as of January 1, 2013 and this document represents the subsequent amendment and restatementof the Exelon Corporation Cash Balance Pension Plan as in effect on December 31, 2012 and, except as otherwise provided, shall control and apply toEmployees whose employment is terminated on or after January 1, 2013 and to the Beneficiaries of such Employees. The rights and benefits of Employeeswhose employment terminates before January 1, 2013 and of the Beneficiaries of such Employees shall be determined under the Exelon Corporation CashBalance Pension Plan as in effect at the time of such Employees’ termination, including any provisions of this Plan effective at such time; provided, however,that the provisions of Section 6.1(d) (relating to Investment Credits), Article 8 (relating to limitations on benefits), Article 9 (relating to special participationand distribution rules relating to recommencement of employment and employment by related entities), Article 10 (relating to administration), Article 13(relating to miscellaneous provisions) and Article 15 (relating to amendment and termination of the Plan) shall be effective for all such persons.ARTICLE 2DEFINITIONSAs used herein, the following words and phrases shall have the following respective meanings when capitalized:(1) Accrued Benefit. Except as provided in Section 9.2 (relating to suspension of benefits), the amount payable under the Plan commencing on the firstday of the month coinciding with or next following a Participant’s Normal Retirement Age, determined as of a date not later than such Participant’s NormalRetirement Age as if the Participant had elected OptionSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1 (the life annuity) under Section 7.2(c) (relating to optional forms of benefit), that is the Actuarial Equivalent of the sum of the balance credited to theParticipant’s Cash Balance Account as of the date of determination plus Investment Credits (at the rate in effect under Section 6.1(d) (relating to investmentcredits) on the date of determination) from the date of determination until such assumed date of commencement, plus the Additional Credit, if any, determinedas of the date of commencement, subject to adjustment pursuant to Section 7.2(d)(2) (relating to special rules regarding pensions). Notwithstanding thepreceding sentence, the Participant’s Accrued Benefit attributable to his or her Cash Balance Account, determined as of any date prior to the Participant’sNormal Retirement Age, shall be the greater of (a) the amount that would be payable with respect to the sum of the Transition Credit, if any, the ServiceCredits and the Investment Credits credited to such Participant’s Cash Balance Account (the “Account Balance”) if the Participant had elected Option 1 (thelife annuity) under Section 7.2(c) (relating to optional forms of benefit), that is the Actuarial Equivalent of the Account Balance as of the date of determinationprojected to the Participant’s Normal Retirement Age by crediting such Account Balance with interest calculated on the date of determination to the Participant’sNormal Retirement Age, and (b) the amount determined pursuant to the preceding sentence. In addition, a Participant’s Accrued Benefit shall include theParticipant’s Accrued Frozen Benefit. Notwithstanding the preceding sentences or anything contained herein to the contrary, a Participant’s Accrued Benefitattributable to his or her Cash Balance Account, determined as of any date on or after August 18, 2006, shall be the Participant’s Cash Balance Account.(2) Accrued Frozen Benefit. The meaning given such term in the applicable Schedule.(3) Actuarial Equivalent. A benefit of value equivalent to the value of the benefit being replaced, computed using the table specified by the Commissionerof Internal Revenue for purposes of section 417(e)(3) of the Code (which, as of the Effective Date, is the 1983 Group Annuity (unisex) Mortality Table (50%male, 50% female) and, as of January 1, 2003, is the 1994 Group Annuity Reserving (GAR) table (unisex basis)) in effect on the date of determination and aninterest rate assumption using the “applicable interest rate” as defined in section 417(e)(3) of the Code for the month of November of the Plan Year immediatelypreceding the Plan Year in which the determination occurs.(4) Additional Credit. The amount, if any, credited to a Participant’s Cash Balance Account pursuant to Section 6.1(e).(5) Administrator. The Company acting through its Vice President, Health & Benefits or such other person appointed pursuant to Section 10.1 (relatingto the Administrator, the Investment Office and the Corporate Investment Committee).(6) Affiliate. (a) A corporation that is a member of the same controlled group of corporations (within the meaning of section 414(b) of the Code) as anEmployer, (b) a trade or business (whether or not incorporated) under common control (within the meaning of section 414(c) of the Code) with an Employer,(c) any organization (whether or not incorporated) that is a member of an affiliated service group (within the meaning of section 414(m) of the Code) thatincludes (i) an Employer, (ii) a corporation described in clause (a) of this definition or (iii) a trade or business described in clause (b) of this definition, or(d) any other entity that is required 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.to be aggregated with an Employer pursuant to Regulations promulgated under section 414(o) of the Code. A corporation, trade or business entity shall be anAffiliate only for such period or periods of time during which such corporation, trade or business entity is described in the preceding sentence, but not prior tosuch time.(7) Beneficiary. The person or persons entitled to receive a benefit under Section 7.2 (relating to form of distribution) or Section 7.3 (relating to deathbenefits) in the event of the death of a Participant.(8) Cash Balance Account. The hypothetical account established for each Participant pursuant to Section 6.1(a) (relating to establishment of accounts).(9) CEG. Constellation Energy Group, Inc. and any of its affiliates that was an affiliate immediately before the Effective Time (as such term is definedin the Merger Agreement).(10) Code. The Internal Revenue Code of 1986, as amended.(11) ComEd Plan. The Commonwealth Edison Company Service Annuity System under the Exelon Corporation Retirement Program.(12) Company. Exelon Corporation, a Pennsylvania corporation, and any successor to such Company that shall adopt the Plan pursuant to Article 12(relating to continuance by successor entities).(13) Compensation. The regular base salary or base wages, as applicable, paid by an Employer to an Eligible Employee for a Plan Year, increased by allpayments made during such Plan Year by an Employer to such Eligible Employee under any of the plans set forth in Exhibit A attached hereto, all nuclearlicense bonuses paid during such Plan Year by an Employer to such Eligible Employee and all amounts not includible in such Eligible Employee’s regularbase salary or base wages solely on account of his or her election to have compensation reduced pursuant to any qualified cash or deferred arrangementdescribed in section 401(k) of the Code, a qualified transportation fringe benefit program described in section 132(f) of the Code or a cafeteria plan asdescribed in section 125 of the Code, in each case, maintained by an Employer, but excluding any reimbursements or other allowances for automobile,relocation, travel or education expenses (even if includible in the Employee’s regular base salary or base wages) and any amount awarded under thePerformance Share Award Program for Power Team Employees under the Exelon Corporation Long Term Incentive Plan (or any predecessor or successorprogram). Notwithstanding the preceding sentence, an Employee’s Compensation in excess of the dollar amount prescribed by section 401(a)(17) of the Code(as adjusted for increases in the cost-of-living) shall not be taken into account for any purposes under the Plan. In the case of a Participant who is absent fromemployment due to a leave of absence for participation in Military Service, Compensation shall mean, for the period during which the Participant is absent dueto Military Service, the Participant’s Compensation, as defined above, for the twelve-month period preceding the first day of the Participant’s absence.Compensation shall also include lump sum merit increases to base salary paid on or after January 1, 2003. 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(14) Corporate Investment Committee. The Company acting through the Committee consisting of the executives or other persons designated from time totime in the charter of such Committee.(15) Craft Employee. An Employee who is a non-represented, non-exempt craft or clerical employee assigned to the Peachbottom, Limerick, OutageServices East, Philadelphia Electric Company or Texas generating plant.(16) Effective Date. Except as otherwise specifically provided herein, January 1, 2013.(17) Eligible Employee. Except as otherwise provided herein, (a) any Employee who (i) was an Eligible Employee on December 31, 2012, and (ii) iseither receiving regular salary or wages from and rendering services to an Employer or is on authorized leave of absence, and (b) on and after January 1, 2013,any Employee who (i) has not, prior to January 1, 2013, had an Hour of Service with any Affiliate, (ii) completed his or her first Hour of Service with anEmployer on or after January 1, 2013 and (iii) is either receiving regular salary or wages from and rendering services to an Employer or is on authorizedabsence. Notwithstanding the preceding sentences, an Eligible Employee shall not include (a) an Employee the terms of whose employment are subject to acollective bargaining agreement that does not provide for participation in this Plan, (b) an Employee paid on the temporary payroll of an Employer who hasnever completed at least 1,000 Hours of Service in any period of twelve consecutive months beginning with the Employee’s date of employment or anniversarythereof, (c) an Employee who executes a written waiver of his or her right to participate in the Plan, (d) an individual rendering services to an Employer who isnot on the payroll of any Employer, (e) an Employee employed by Exelon Generation Company, LLC in the Nuclear Security Division or employed by ExelonCorporation Nuclear Security LLC as an hourly non-exempt nuclear security guard, (f) on or after the Effective Time (as such term is defined in the MergerAgreement), an individual who was employed immediately prior to the Effective Time at CEG or a facility owned immediately before the Effective Time byCEG, (g) an individual who is newly employed on or after the Effective Time (as such term is defined in the Merger Agreement) and prior to January 1, 2013at a facility owned immediately before the Effective Time by CEG, and (h) an Employee who is newly employed on or after January 1, 2013 by either BGEHome Products & Services, LLC or Constellation Mystic Power, LLC. It is expressly intended that an individual rendering services to an Employer pursuantto any of the following agreements shall be excluded from Plan participation pursuant to clause (d) of this subdivision even if a court or administrative agencydetermines that such individual is an Employee: (i) an agreement providing that such services are to be rendered as an independent contractor, (ii) an agreementwith an entity, including a leasing organization within the meaning of section 414(n)(2) of the Code, that is not an Employer or (iii) an agreement that containsa waiver of participation in the Plan. Notwithstanding anything contained in the Plan to the contrary, any Employer may, at any time, designate, with theconsent of the Administrator, a specified group of Employees who will be Eligible Employees.(18) Employee. An individual whose relationship with an Employer is, under common law, that of an employee. 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(19) Employer. The Company and any other Affiliate set forth on Appendix I hereto that, with the consent of the Company, elects to participate in thePlan in the manner described in Article 11 (relating to participation by other employers) either with respect to all Employees or a particular group of Employeesof such Affiliate and any successor Affiliate that adopts the Plan pursuant to Article 12 (relating to continuance by successor entities). If any entity describedin the preceding sentence withdraws from participation in the Plan pursuant to Section 11.2 (relating to withdrawal from participation) or terminates itsparticipation in the Plan pursuant to Section 15.3 (relating to termination of the Plan by an Employer), such entity shall thereupon cease to be an Employer.Appendix I shall be updated from time to time by the Company to reflect any adoption pursuant to Section 11.1, but the failure to so update such Appendixshall not affect the effectiveness of any such adoption. Such adoptions will be effective whether occurring before, on or after the Effective Date and whether ornot reflected in Appendix I.(20) ERISA. The Employee Retirement Income Security Act of 1974, as amended.(21) Hour of Service. (a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties (such hours to be credited tothe Employee for the computation period or periods in which the duties are performed); (b) each hour for which an Employee is paid, or entitled to payment,on account of a period of time during which no duties are performed (irrespective of whether a Termination of Employment has occurred) due to vacation,holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence (such hours to be credited to the Employee for thecomputation period or periods in which the period of time during which no duties are performed occurs); and (c) each hour for which back pay, irrespective ofmitigation of damages, is either awarded or agreed to by an Employer (such hours to be credited to the Employee for the computation period or periods inwhich the award or agreement pertains rather than the computation period in which the award, agreement or payment is made). Hours of Service shall becomputed in accordance with paragraphs (b) and (c) of section 2530.200b-2 of the Department of Labor Regulations.(22) Investment Credits. The amounts credited to a Participant’s Cash Balance Account pursuant to Section 6.1(d).(23) Investment Office. The Company acting through the Exelon Investment Office.(24) Merger Agreement. That Agreement and Plan of Merger, dated as of April 28, 2011, by and among Exelon Corporation, Bolt AcquisitionCorporation and Constellation Energy Group, Inc.(25) Military Service. The performance of duty on a voluntary or involuntary basis in a “uniformed service” (as defined below) under competentauthority of the United States government and includes active duty, active duty for training, initial active duty for training, inactive duty training, full-timeNational Guard duty, and a period for which a person is absent from employment for the purpose of an examination to determine the fitness of the person toperform any such duty. For purposes of the preceding sentence, the term “uniformed service” means the Armed Forces, the Army National Guard and the AirNational Guard when engaged in active duty for training, inactive duty training, or full-time National Guard duty, the commissioned corps of the PublicHealth Service, and any other category of persons designated by the President of the United States in time of war or emergency. 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(26) Normal Retirement Age. With respect to a Participant’s Cash Balance Account, (a) for periods prior to May 23, 2007, the earlier of (a) the date theParticipant completes five years of Vesting Service and (b) the later of (i) the Participant’s 65th birthday, and (ii) the fifth anniversary of the date theParticipant commenced participation in the Plan; and (b) for periods beginning on and after May 23, 2007, the later of (i) the Participant’s 62nd birthday, and(ii) the fifth anniversary of the date the Participant commenced participation in the Plan.(27) Participant. An Eligible Employee who has satisfied the requirements set forth in Article 3 (relating to participation). An Eligible Employee whobecomes a Participant shall cease to be a Participant upon the distribution of his or her entire vested benefit under the Plan. Any Participant who upon his orher Termination of Employment has not satisfied the Vesting Requirement shall cease to be a Participant upon such Termination of Employment.Notwithstanding anything in the Plan to the contrary, no Eligible Employee who is hired on or after January 1, 2013 shall become a Participant in the Plan.(28) PECO Plan. The Service Annuity Plan of PECO Energy Company under the Exelon Corporation Retirement Program.(29) Pension. A monthly payment continuing for the lifetime of the payee.(30) Pension Starting Date. The first day as of which an amount becomes payable to a Participant or Beneficiary in accordance with Article 7 (relating todistributions). A Participant or Beneficiary shall have only one Pension Starting Date with respect to the Participant’s Accrued Benefit.(31) Period of Severance. Any twelve-month period commencing on the date an Employee terminates employment or any twelve-month period beginningon the anniversary of such date during which the Employee does not perform any Hours of Service for an Employer. For purposes of this definition, anEmployee shall be credited with Hours of Service for any period of absence from an Employer during which such Employee (a) is in Military Service,provided that the Employee returns to the employ of an Employer within the period prescribed by laws relating to the reemployment rights of persons inMilitary Service, (b) is on an uncompensated leave of absence duly granted by an Employer, or (c) is absent from work for a maximum of twenty-fourconsecutive months because of (i) the pregnancy of the Employee, (ii) the birth of the Employee’s child, (iii) the placement of a child with the Employee inconnection with the Employee’s adoption of such child, or (iv) the need to care for any such child for a period beginning immediately following such birth orplacement. Notwithstanding the foregoing, no Hours of Service shall be credited to an Employee under clause (c) of this subdivision unless the Employeetimely furnishes to the Administrator a certificate of birth, proof of adoption or other appropriate legal documentation setting forth parentage or adoption.(32) Plan. The plan herein set forth and as from time to time amended.(33) Plan Year. The calendar year. 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(34) Qualified Domestic Relations Order. Any domestic relations order which the Administrator has determined, in accordance with proceduresestablished by the Administrator to be a “qualified domestic relations order” defined in section 414(p) of the Code.(35) Qualified Joint and Survivor Annuity. The form of distribution described in Section 7.2(b) (relating to manner of distribution with respect tomarried Participants).(36) Regulations. Written temporary or final regulations of (i) the Department of Labor construing ERISA or (ii) the Treasury Department construing theCode.(37) Schedule. If a Participant’s accrued benefit under the ComEd Plan was transferred to the Plan pursuant to Section 3.1(c) (relating to transfer ofbenefits and assets to Plan) or Section 9.1 (relating to recommencement of employment by terminated employee), Schedule A and, if a Participant’s accruedbenefit under the PECO Plan was transferred to the Plan pursuant to Section 3.1(c) or Section 9.1, Schedule B.(38) Schedule Equivalent. A benefit of value equivalent to the value of the benefit being replaced, computed using the actuarial factors and rules set forthin the applicable Schedule.(39) Service Credits. The amounts, if any, credited to a Participant’s Cash Balance Account pursuant to Section 6.1(c).(40) Spouse. For periods prior to September 16, 2013, “Spouse” means the individual who is the husband or wife of a Participant as a result of the legalunion between one man and one woman, within the meaning of the Defense of Marriage Act, on the Participant’s Pension Starting Date or, if earlier, on the dateof the Participant’s death. Effective September 16, 2013, “Spouse” means the individual who, on a Participant’s Pension Starting Date, or if earlier, on thedate of the Participant’s death, is lawfully married to the Participant under the laws of the state or foreign jurisdiction where the individual and the Participantwere married, without regard to the laws of the state where the individual and the Participant are domiciled. For the avoidance of doubt, the term “Spouse”shall not include a person who, with the Participant, is in a domestic partnership, civil union or other similar formal relationship recognized by applicablelaw. While the Spouse is living and, except as otherwise provided in a qualified domestic relations order as described in Section 13.2(b) (relating to exception tononassignability in the case of a qualified domestic relations order) or Section 7.4(h) (relating to automatic cancellation of elections), such Spouse shall betreated as the Participant’s Spouse for all purposes of the Plan without regard to whether such Spouse remains married to the Participant after the Participant’sPension Starting Date.(41) Target Income. (a) In the case of a Participant who participated in the ComEd Plan prior to becoming a Participant, Target Income means the sum of(i) the total of the Participant’s “basic compensation” as defined in the ComEd Plan for all pay periods ending during calendar year 2001 (for a Participant whowas on an authorized leave of absence during calendar year 2001, basic compensation for any pay period during which such Participant did not receivecompensation shall be the Participant’s average base pay rate per pay period for the twelve-month period preceding the first day of the Participant’s leave ofabsence) and (ii) 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.“incentive pay” as defined in the ComEd Plan, except that incentive pay shall equal 100% of the target incentive pay the Participant would receive for calendaryear 2002 under the applicable plans if the target goals were achieved during 2002, except that incentive pay shall equal 100% of the target incentive pay theParticipant would receive for calendar year 2002 under the applicable plans if the target goals were achieved during 2002.(b) In the case of a Participant who participated in the PECO Plan prior to becoming a Participant, Target Income means the sum of (i) the Participant’s“annual base salary” for 2001 determined in accordance with Section 3.1(b) of the PECO Plan (for a Participant who was on an authorized leave of absenceduring calendar year 2001, annual base salary for 2001 shall be determined by assuming that for any pay period during which such Participant did notreceive compensation, the Participant was paid the base rate in effect immediately prior to the start of the Participant’s leave of absence) and (ii) incentive payunder any Employer’s incentive pay plan (excluding the Performance Share Award Program for Power Team Employees under the Exelon Corporation LongTerm Incentive Plan), except that incentive pay shall equal 100% of the target incentive pay the Participant would receive for calendar year 2002 under theapplicable plans if the target goals were achieved during 2002.In determining “incentive pay” for purposes of the preceding subparagraphs, (i) if the Participant’s incentive pay is determined by multiplying his or hercompensation by a percentage, the target percentage for 2002 (based on pay-grade in effect as of December 31, 2001) shall be used for such Participant andsuch target percentage shall be multiplied by the Participant’s 2001 “basic compensation” or “annual base salary”, as applicable, (ii) if the Participant’sincentive pay is defined as a flat dollar amount, the Participant’s incentive pay shall be the 2002 target incentive pay, (iii) if the Participant’s incentive pay isdetermined by adding quarterly bonus targets and an annual target incentive, the Participant’s incentive pay shall equal the sum of the target quarterly bonusesfor calendar year 2002 and the target annual incentive for calendar year 2002, and (iv) if any limits apply to the payment of incentive compensation to aParticipant under any applicable incentive pay plan, such limits will apply for purposes of this Plan.(42) Termination of Employment. A Participant’s ceasing to be an Employee of all Employers and all Affiliates. A transfer between employment by anEmployer and employment by an Affiliate or between employment by Employers or Affiliates shall not constitute a Termination of Employment.(43) Transition Credit. An amount equal to the product of the following: (a) a Participant’s “credited service” under the ComEd Plan or the Participant’s“benefit years” under the PECO Plan, as applicable, determined as of December 31, 2001, (b) the percentage applicable to the Participant determined pursuantto Table T and (c) the Participant’s Target Income. Notwithstanding the preceding sentence, in no event shall a Participant’s Transition Credit exceed 100% ofhis or her Target Income.(44) Trust. The Directed Retirement Trust under the Exelon Corporation Cash Balance Pension Plan, as from time to time amended and, effectiveNovember 1, 2010, the Exelon Corporation Pension Master Retirement Trust. 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(45) Trust Fund. All money and property of every kind held by the Trustee pursuant to the terms of the agreement governing the Trust.(46) Trustee. The trustee provided for in Article 5 (relating to the Trust) or any successor trustee or, if there is more than one such trustee acting at anytime, all of such trustees collectively.(47) Vesting Requirement. For periods beginning prior to May 23, 2007, a Participant’s attainment, during the time such Participant is an Employee, ofhis or her Normal Retirement Age. For periods beginning on and after May 23, 2007, the earlier of (a) the date a Participant completes the applicable years ofVesting Service described in the following sentence and (b) the date the Participant’s attains, during the time such Participant is an Employee, his or herNormal Retirement Age. For purposes of the preceding sentence, the applicable years of Vesting Service are, for Plan Years beginning before January 1, 2008,five years, and for Plan Years beginning on and after January 1, 2008, three years.(48) Vesting Service. The period of an Employee’s employment which is used to determine whether the Employee has satisfied the Vesting Requirement.An Employee’s Vesting Service includes the aggregate of the periods during which the Employee is employed by an Employer or an Affiliate beginning on theday on which the Employee first performs an Hour of Service with an Employer or Affiliate, provided that in the case of an Employee who has no vested rightto any benefits under this Plan, such Employee’s periods of employment before and after a period of absence from employment shall be aggregated only whenthe Employee’s number of consecutive one-year Periods of Severance is less than five and the Employee has at least one year of Vesting Service after suchperiod of absence from employment. For purposes of the preceding sentence, an Employee shall be deemed to be employed by an Employer or an Affiliateduring (a) any period of absence from employment by an Employer or an Affiliate which is of less than twelve months’ duration, (b) the first twelve monthsof any period of absence from employment for any reason other than the Employee’s quitting, retiring or being discharged, (c) the period during which theEmployee is not rendering services to any Employer or Affiliate as a result of a disability during which period the Employee is receiving benefits under anyEmployer’s or Affiliate’s long-term disability plan and (d) any period during which the Employee is in Military Service, provided that the Employee returns tothe employ of an Employer or an Affiliate within the period prescribed by laws relating to the reemployment rights of persons in Military Service. TheAdministrator may require certification from an Employee, as a condition of granting Vesting Service under this subdivision, that the leave was taken for oneof the reasons enumerated in the preceding sentence. Notwithstanding the preceding sentences, in determining an Employee’s period of absence fromemployment by an Employer or an Affiliate, the following shall be disregarded: the first twenty-four months of any period of absence from employment byreason of (i) the Employee’s pregnancy, (ii) the birth of the Employee’s child, (iii) the placement of a child with the Employee in connection with the adoptionof such child by such Employee or (iv) caring for such child for a period beginning immediately following such birth or placement. Notwithstanding anythingin this definition to the contrary, the Vesting Service for a Participant who elects to participate in the Plan pursuant to Section 3.1(b) (relating to eligibility forparticipation for employees other than new hires) and whose accrued benefit under the PECO Plan is transferred to the Plan pursuant to Section 3.1(c) (relatingto transfer of benefits and assets to Plan) shall be (a) for periods prior to January 1, 9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2002, the vesting service credited to the Participant under the terms of the PECO Plan, as in effect on December 31, 2001, and (b) for the Participant’s“eligibility computation period” (as defined in the PECO Plan) that ends during the 2002 Plan Year, the greater of (i) the Vesting Service, for such period,determined pursuant to this subdivision and (ii) the vesting service, for such period, determined pursuant to the terms of the PECO Plan.ARTICLE 3PARTICIPATIONSection 3.1 Eligibility for Participation. (a) General. Each Eligible Employee who immediately before the Effective Date was a Participant in the Planshall continue to be a Participant as of the Effective Date. Each other Eligible Employee who has not, prior to the Effective Date, had an Hour of Service withany Affiliate and whose first Hour of Service with an Employer is on or after the Effective Date shall become a Participant as of the first day that such EligibleEmployee completes an Hour of Service with an Employer as an Eligible Employee.(b) Other Employees Prior to the Effective Date. Each individual who (a) is, at any time between January 1, 2002 and April 30, 2002, an Employee and(b) was, on December 31, 2000, a participant in either the ComEd Plan (other than a participant the terms of whose employment are subject to a collectivebargaining agreement) or the PECO Plan, or would have been a participant in the PECO Plan if the age and service requirements for participation in the PECOPlan were disregarded, shall be permitted to elect, in the time and manner prescribed by the “Committee,” as such term was defined in the Plan prior to June 1,2006, to either (i) continue participating in the ComEd Plan or the PECO Plan, as the case may be, on and after January 1, 2002 (or begin participating in thePECO Plan, in the case of an Employee who will satisfy the eligibility and age and service requirements for participation in such plan on January 1, 2002) or(ii) cease participating in the applicable Plan described in clause (i) hereof as of 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.December 31, 2001 and begin participating in the Plan as of January 1, 2002 (or, if later, his or her employment or reemployment date). Each such EligibleEmployee who affirmatively elects to participate in the Plan in lieu of participation in the ComEd Plan or the PECO Plan shall become a Participant as ofJanuary 1, 2002 (or, if later, his or her employment or reemployment date), unless such Participant receives a notification (the “Notice”) from an Employerthat his or her employment with the Employers and their Affiliates will be terminated on or before December 31, 2002 and that such Participant is eligible forseverance benefits under the Exelon Corporation Merger Separation Plan for Designated Management Employees or any other severance plan maintained by anEmployer or an Affiliate. An Eligible Employee who receives a Notice shall not become a Participant, notwithstanding such Eligible Employee’s election toparticipate in the Plan. An Eligible Employee (i) who receives a Notice, but whose employment does not terminate on or before December 31, 2002, or(ii) whose employment terminates before December 31, 2002 without the Employee receiving a Notice shall become a Participant as of January 1, 2002 (or, iflater, his or her employment or reemployment date) if such Employee elects, in the time and manner prescribed by the “Committee,” as such term was definedin the Plan prior to June 1, 2006, to participate in the Plan.In the case of an Eligible Employee who became an employee of the Power Team during 2003 pursuant to Exelon Way, such Eligible Employee shallcontinue to be a Participant. In addition, each Eligible Employee who was an employee of the Power Team on any date in 2003 and who became an employee ofa participating business unit of an Employer during 2003 in connection with Exelon Way shall continue to be a Participant only if such Employee was aParticipant prior to the date on which such Employee became an employee of a participating business unit of an Employer. Effective as of January 1, 2004,each individual (i) who either (A) 11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.is an employee of the Power Team or (B) transferred employment from the Power Team to a participating business unit of an Employer during 2003 pursuantto Exelon Way, (ii) who became an Eligible Employee on or after January 1, 2004 and (iii) who either (A) has a frozen accrued benefit under this Plan or(B) does not have an accrued benefit under either the ComEd Plan or the PECO Plan shall become a Participant as of the later of January 1, 2004 and the datethe Eligible Employee completes an Hour of Service with an Employer as an Eligible Employee. In addition, each Eligible Employee (i) who either (A) is anemployee of the Power Team or (B) transferred employment from the Power Team to a participating business unit of an Employer during 2003 pursuant toExelon Way, (ii) who became an Eligible Employee on January 1, 2004, (iii) who has an accrued benefit under either the ComEd Plan or the PECO Plan,(iv) who is not described in the preceding sentence and (v) who did not previously make a valid election pursuant to the preceding paragraph shall be permittedto elect, in the time and manner prescribed by the “Committee,” as such term was defined in the Plan prior to June 1, 2006, to either (A) resume or continueparticipation in the ComEd Plan or the PECO Plan, as the case may be, as of January 1, 2004 or (B) participate in the Plan as of January 1, 2004. Each suchEligible Employee who affirmatively elects to participate in the Plan in lieu of participation in the ComEd Plan or the PECO Plan shall become a Participant asof January, 1, 2004.(c) Transfer of Benefits and Assets to Plan. If an Employee described in paragraph (b) above elects to participate in the Plan in lieu of participating in theComEd Plan or the PECO Plan, as the case may be, the Employee’s accrued benefit under either such plan, determined as of December 31, 2001, orDecember 31, 2003, as the case may be, in accordance with the provisions of the applicable plan, shall be transferred to the Plan. An amount of assets that isequal to the present value of the Employee’s accrued benefit described in the preceding sentence 12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.determined using the methods and assumptions prescribed by section 4044 of ERISA shall also be transferred to the Plan. Such transfer of benefits and assetsrelated thereto shall occur as soon as practicable after the Eligible Employee makes the election described in paragraph (b) above. Each Participant whosebenefits are so transferred shall be permitted to have his or her Accrued Frozen Benefit paid in any of the optional forms of benefit listed in the applicableSchedule in lieu of the forms provided hereunder. The provisions set forth in the applicable Schedule shall govern all matters relating to a Participant’sAccrued Frozen Benefit.In the event that an Eligible Employee whose accrued benefit under the ComEd Plan or the PECO Plan, and related assets, is transferred to the Planreceives a Notice and has a Termination of Employment on or before December 31, 2002, the accrued benefit, and related assets, transferred to the Plan shallbe transferred back to the ComEd Plan or the PECO Plan, as the case may be, and the amount of the pension benefit accrued by such Employee during 2002(if any) shall be determined under the terms of the ComEd Plan or the PECO Plan, as applicable, rather than the Plan. Such transfer shall occur as soon asadministratively practicable.Section 3.2 Transfer to Affiliates. If a Participant is transferred from one Employer to another Employer or from an Employer to an Affiliate that is notan Employer, then such transfer shall not terminate the Participant’s participation in the Plan and the Participant shall continue to participate in the Plan untilan event occurs that would have entitled the Participant to a complete distribution of the Participant’s vested Pension had the Participant continued to beemployed by an Employer until the occurrence of such event. Nevertheless, except to the extent provided in Section 9.3 (relating to employment by relatedentities) or Section 9.7 (relating to change in employment status or transfer to affiliate), a Participant shall not be entitled to receive Service Credits underSection 6.1(c) (relating to Service Credits) during any period of employment by 13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.any Affiliate that is not an Employer with respect to such Participant, and periods of employment with an Affiliate that is not an Employer with respect tosuch Participant shall be taken into account only to the extent set forth in Section 9.3 (relating to employment by related entities) or Section 9.7 (relating tochange in employment status or transfer to affiliate).Section 3.3 Cessation of Participation. An individual’s participation in the Plan shall cease upon the date the individual is no longer eligible to receive abenefit from this Plan or upon the individual’s Termination of Employment if the individual has not satisfied the Vesting Requirement upon the date of his orher Termination of Employment.Section 3.4 Rehired Participants. Notwithstanding anything contained herein to the contrary, if a Participant terminates employment and is reemployedas an Employee under circumstances that satisfy the applicable conditions for continuation of payment of retirement benefits set forth in the Company’spolicy regarding the rehiring of retirees, including that the Participant waives participation in, or additional benefits and accruals under the Plan, suchParticipant shall not be entitled to receive any Service Credits under Section 6.1(c) (relating to Service Credits) during such period of reemployment.ARTICLE 4SOURCE OF CONTRIBUTIONSSection 4.1 Source of Contributions. The Employers intend to make contributions to the Trust of amounts which, in the aggregate over a period of time,shall be sufficient to finance the benefits provided by the Plan. Any such contributions shall be in such amounts and shall be made in such manner and atsuch time as the Company may from time to time determine in accordance with the funding policy it establishes and consistent with minimum fundingstandards under section 412 of the Code, provided, however, that all contributions made by the Employers 14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.for any Plan Year shall be made prior to the due date, including extensions thereof, of the Employers’ federal income tax return for the taxable year of theEmployers which coincides with such Plan Year. The Company may rely on the advice of actuaries in establishing and carrying out a funding policy.Forfeitures arising under the Plan for any reason shall be applied to reduce the cost of the Plan, not to increase the benefits otherwise payable to theParticipants.Section 4.2 Limitation on Contributions. The contributions of an Employer for any Plan Year shall not exceed the maximum amount for which adeduction is allowable to such Employer for federal income tax purposes for the taxable year of such Employer that ends with or within such Plan Year. Anycontribution made by an Employer by reason of a good faith mistake of fact, or the portion of any contribution made by an Employer that exceeds themaximum amount for which a deduction is currently allowable to such Employer for federal income tax purposes, shall upon the request of such Employer bereturned by the Trustee to the Employer. An Employer’s request and the return of any such contribution must be made within one year after such contributionwas mistakenly made or after the deduction of such excess portion of such contribution was disallowed, as the case may be. The amount to be returned to anEmployer pursuant to this Section shall be the excess of (i) the amount contributed over (ii) the amount that would have been contributed had there not been amistake of fact or the maximum amount that is so deductible, as the case may be. Earnings attributable to the mistaken contribution shall not be returned tothe Employer, but losses attributable thereto shall reduce the amount to be so returned. 15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 5TRUSTA trust (the “Trust”) has been created by the execution of a trust agreement between the Company and a trustee (the “Trustee”) for purposes of holdingand administering the assets of the Plan. All contributions under the Plan shall be paid to the Trustee. The Trustee shall hold all monies and other propertyreceived by it and invest and reinvest the same, together with the income therefrom, on behalf of the Participants collectively in accordance with the provisionsof such trust agreement. The Trustee shall make distributions from the Trust Fund at such time or times to such person or persons and in such amounts asthe Administrator directs in accordance with the Plan.ARTICLE 6PARTICIPANT ACCOUNTSSection 6.1 Cash Balance Accounts. (a) Establishment of Accounts. A separate Cash Balance Account shall be established for each Participant. Eachsuch account shall have an initial balance of zero until credited with any Transition Credit, if applicable, or Service Credit as provided herein. Each suchaccount shall be for accounting purposes only, and there shall be no segregation of assets among such accounts. A Participant’s Cash Balance Account shallcease to be maintained as of the Participant’s Pension Starting Date (except to the extent such Pension Starting Date is required by Section 7.1(b) (relating todistributions to five percent owners)), in which case the Participant’s Cash Balance Account shall cease to be maintained as of the first January 1 followingthe Participant’s Termination of Employment).(b) Transition Credit. A Participant’s Cash Balance Account shall be credited, as of the first day of the Plan Year in which such Participant becomes aParticipant, with an amount equal to the Participant’s Transition Credit, provided that (a) the Participant is an Employee on January 1, 2002 and becomes aParticipant pursuant to Section 3.1(b) (relating to eligibility for 16Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.participation for employees who are not new hires) and (b) the Participant is not an employee of the Power Team. An Employee who becomes a Participantpursuant to Section 3.1(a) (relating to eligibility for participation for new hires) shall not be credited with a Transition Credit at any time and a rehiredEmployee who becomes a Participant pursuant to Section 9.1 (relating to recommencement of employment by terminated employee) shall not be credited with aTransition Credit at the time of his or her rehire.(c) Service Credits. A Participant’s Cash Balance Account shall be credited, as of the last day of each Plan Year during which the Participant is aParticipant and an Eligible Employee, with an amount equal to the following percentage of Compensation received by such Participant during such portion ofsuch Plan Year that the Participant was an Eligible Employee: (i) for each Plan Year beginning before January 1, 2008 and, in the case of a Participant whoseemployment is subject to a collective bargaining agreement that provides for participation in this Plan, for each Plan Year thereafter, 5.75%, (ii) for each PlanYear beginning on and after January 1, 2008 if the Participant’s employment is not subject to a collective bargaining agreement and either the Participant firstbecame a Participant prior to January 1, 2013 or the Participant is a Craft Employee, 7.00%, and (iii) for each Plan Year beginning on and after January 1,2013 for a Participant who first becomes a Participant on or after January 1, 2013, other than a Craft Employee or an Employee subject to a collectivebargaining agreement, the applicable amount specified below:For Participants Who Become Participants on or After January 1, 2013 (Other than Craft Employees) Participant’s Age as ofthe End of the Plan Year Annual Service Credit Under age 30 3% Age 30 to 34 4% Age 35 to 39 5% Age 40 to 44 6% Age 45 to 49 7% Age 50 and older 8% 17Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the foregoing, if a Participant’s Pension Starting Date occurs other than on the last day of a Plan Year and if the Participant is entitled tohave an amount credited to his or her Cash Balance Account for such Plan Year pursuant to the preceding sentence, such amount shall be credited to theParticipant’s Cash Balance Account as of the last day of the month before such Pension Starting Date (and prior to the crediting of any Investment Credit forsuch Plan Year). No amount shall be credited pursuant to this paragraph (c) to the Cash Balance Account of a Participant who is not rendering services to anyEmployer or Affiliate as a result of a disability, regardless of whether such Participant is receiving benefits under any Employer’s or Affiliate’s long-termdisability plan.(d) Investment Credits. (1) For Participants who were Participants Prior to January 1, 2013 or are Craft Employees. The provisions of this paragraphshall apply only with respect to the Cash Balance Account of a Participant who was a Participant prior to January 1, 2013 or is a Craft Employee. For eachPlan Year beginning before January 1, 2008, the Cash Balance Account of a Participant described in this paragraph (d)(1) shall be credited, as of the last dayof each Plan Year during which the Participant is a Participant, whether or not such Participant is an Eligible Employee during such Plan Year, with anamount equal to the product of (i) the “Pre- 18Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2008 Plan Interest Rate” (as defined below) multiplied by (ii) the balance of such Participant’s Cash Balance Account as of the first day of such Plan Year. Foreach Plan Year beginning on and after January 1, 2008, such Participant’s Cash Balance Account shall be credited, as of the last day of each Plan Year duringwhich the Participant is a Participant, whether or not such Participant is an Eligible Employee during such Plan Year, with an amount equal to the sum of thefollowing amounts: (i) the product of (A) the “Pre-2008 Plan Interest Rate” (as defined below) multiplied by (B) the balance of such Participant’s Cash BalanceAccount as of December 31, 2007, if any; and (ii) the product of (A) the “Post-2007 Plan Interest Rate” (as defined below) multiplied by (B) the portion ofsuch Participant’s Cash Balance Account attributable to Service Credits credited after December 31, 2007, determined as of the first day of such Plan Year. AParticipant described in this paragraph (d)(1) who is not rendering Services to any Employer or Affiliate as a result of a disability with respect to which suchParticipant is receiving benefits under any Employer’s or Affiliate’s long-term disability plan shall be credited with the amount described in the first andsecond sentences of this paragraph (d), as applicable. Notwithstanding the preceding sentences, if a Participant’s Pension Starting Date occurs other than onthe last day of a Plan Year, the amount to be credited to the Participant’s Cash Balance Account pursuant to this paragraph (d)(1) for the Plan Year in whichthe Participant’s Pension Starting Date occurs shall be equal to the product of (i) 4% (or, for Plan Years beginning on and after January 1, 2008, the “Post-2007Plan Interest Rate,” as defined below, for the immediately preceding Plan Year) multiplied by (ii) a fraction, the numerator of which is the number of wholecalendar months during such Plan Year prior to and including the month which contains the date immediately preceding the Participant’s Pension StartingDate and the denominator of which is twelve, and such Investment Credit shall be made as of the last day of the month before such Pension 19Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Starting Date prior to the crediting of any Service Credit for such year. Except to the extent provided in Section 7.2(d)(2) (relating to special rules regardingpensions), a Participant’s Cash Balance Account shall not be credited with Investment Credits after the Participant’s Pension Starting Date.For purposes of this paragraph (d)(1), the “Pre-2008 Plan Interest Rate” for any Plan Year shall mean a percentage equal to the greater of (i) 4% and(ii) the average of (A) the “applicable interest rate” as defined in section 417(e)(3) of the Code for the month of November of such Plan Year and (B) the annualpercentage rate of return for the S&P 500 Stock Index for the 12-month period ending on December 31 of such Plan Year, as reported in The Wall StreetJournal on the first business day of the succeeding year. For purposes of this paragraph (d)(1), the “Post-2007 Plan Interest Rate” for any Plan Year shall meana percentage equal to the third segment rate of interest on long-term investment grade corporate bonds, as provided for in section 430(h)(2)(C) of the Code forthe month of November of such Plan Year (determined by not taking into account any adjustment under clause (iv) thereof).(2) For Participants who Became Participants on or After January 1, 2013 (Other than Craft Employees). The provisions of this paragraph shall applyonly with respect to the Cash Balance Account of a Participant who became a Participant on or after January 1, 2013, other than a Craft Employee. The CashBalance Account of a Participant described in this paragraph (d)(2) shall be credited, as of the last day of each Plan Year during which the Participant is aParticipant, whether or not such Participant is an Eligible Employee during such Plan Year, with an amount equal to the product of (i) the “Plan Interest Rate”(as defined below) multiplied by (ii) the balance of such Participant’s Cash Balance Account as of the first day of such Plan Year. A Participant described inthis paragraph (d)(2) who is not rendering Services to any Employer 20Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.or Affiliate as a result of a disability with respect to which such Participant is receiving benefits under any Employer’s or Affiliate’s long-term disability planshall be credited with the amount described in the preceding sentence. Notwithstanding the preceding sentences, if a Participant’s Pension Starting Date occursother than on the last day of a Plan Year, the amount to be credited to the Participant’s Cash Balance Account pursuant to this paragraph (d)(2) for the PlanYear in which the Participant’s Pension Starting Date occurs shall be equal to the product of (i) the Plan Interest Rate multiplied by (ii) a fraction, thenumerator of which is the number of whole calendar months during such Plan Year prior to and including the month which contains the date immediatelypreceding the Participant’s Pension Starting Date and the denominator of which is twelve, and such Investment Credit shall be made as of the last day of themonth before such Pension Starting Date prior to the crediting of any Service Credit for such year. Except to the extent provided in Section 7.2(d)(2) (relating tospecial rules regarding pensions), a Participant’s Cash Balance Account shall not be credited with Investment Credits after the Participant’s Pension StartingDate.For purposes of this paragraph (d)(2), the “Plan Interest Rate” for any Plan Year shall mean a percentage equal to the greater of (i) 3.8%, and (ii) thelesser of (A) the second segment rate of interest on long-term corporate bonds, as determined under Section 430(h)(2)(C) of the Code for the month of Novemberof such Plan Year (determined by not taking into account any adjustment under clause (iv) thereof), and (B) 7%.(e) Additional Credit. If, as of a Participant’s Pension Starting Date, the amount described in (1) below exceeds the amount described in (2) below, anamount equal to the difference between such amounts shall be credited the Participant’s Cash Balance Account as of the day before such Pension Starting Date:(1) The cumulative amount that would have been credited to the Participant’s Cash Balance Account if the Plan Interest Rate described in Section 6.1(d)of the Plan (relating to Investment Credits) were credited to the Participant’s “Opening Credit” (as defined below) for each Plan Year during which theParticipant is a Participant at the Plan Interest Rate then in effect, whether or not such Participant is an Eligible Employee during such Plan Year. 21Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) The cumulative amount that would have been credited to the Participant’s Cash Balance Account if 6.5% interest were credited to the Participant’s“Opening Credit” (as defined below) for all Plan Years during which the Participant is a Participant, whether or not such Participant is an eligible Employeeduring such Plan Year.If the amount described in (1) above is equal to or less than the amount described in (2) above, no amount shall be credited to the Participant’s CashBalance Account pursuant to this paragraph (e). In addition, no amount shall be credited pursuant to this paragraph (e) if a Participant does not have anAccrued Frozen Benefit.For purposes of this paragraph (e), “Opening Credit” shall mean an amount equal to the present value of a Participant’s Accrued Frozen Benefitdetermined as of December 31, 2001 using a 6.5% discount rate and the 1983 Group Annuity (unisex) Mortality Table (50% male, 50% female) assuming theAccrued Frozen Benefit otherwise payable at the Schedule A Retirement Date would commence at the later of the Participant’s attained age as of December 31,2001 or age 60.ARTICLE 7DISTRIBUTIONSSection 7.1 Time of Distribution. (a) In General. A Participant who has satisfied the Vesting Requirement shall be entitled to receive a distribution of theaggregate of the balance of his or her Cash Balance Account and his or her Accrued Frozen Benefit in the manner provided by Section 7.2 (relating to form ofdistribution) commencing as soon as practicable after the first day of the month immediately following the date on which the Participant’s Termination of 22Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Employment occurs. Notwithstanding the preceding sentence, a Participant whose Termination of Employment occurs prior to such Participant’s attainment ofage 70-1/2 shall be deemed to have elected to defer receipt of his or her Cash Balance Account and Accrued Frozen Benefit until the April 1 next following thedate the Participant attains age 70-1/2, unless the Participant elects, in the time and manner described in the following sentence, to receive a distribution prior tosuch date. The Participant may elect to commence such distribution by giving the Administrator not less than 30 nor more than 90 days advance written noticeof the Pension Starting Date desired by the Participant; provided, however, that the Administrator may waive such advance written notice requirement if theParticipant submits the appropriate form to the Administrator in accordance with the requirements set forth in Section 7.4(d) (relating to notice of availability ofoptional forms of benefit). A Participant who has satisfied the Vesting Requirement and who does not make an election as described in the preceding sentenceprior to such Participant’s attainment of age 70-1/2 shall receive a distribution of the aggregate of the balance of his or her Cash Balance Account and his or herAccrued Frozen Benefit in the manner provided by Section 7.2 (relating to form of distribution) commencing no later than April 1 next following the date theParticipant attains age 70-1/2.(b) Distributions to Five Percent Owners. Notwithstanding any provision of the Plan to the contrary, if a Participant who has satisfied the VestingRequirement and who is a “five percent owner” (as described in section 416(i) of the Code) remains employed by an Employer through April 1 of the yearfollowing the year in which the Participant attains age 70 1⁄2, distribution of the balance of the Participant’s Cash Balance Account and his or her AccruedFrozen Benefit shall commence on such April 1 (or such later date as may be provided by the Code or Regulations). Any other Participant who remains in suchemployment shall not be permitted to commence distribution of such Participant’s Cash Balance Account or Accrued Frozen Benefit at the time specified in thepreceding sentence unless required by the Code or Regulations. 23Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) Immediate Distribution of Small Benefits. Notwithstanding any provision of the Plan to the contrary, if, as of the date of a Participant’s Terminationof Employment (including on account of death), the aggregate of the balance of the Participant’s Cash Balance Account and the lump sum ScheduleEquivalent of the Participant’s Accrued Frozen Benefit does not exceed $5,000 or, for distributions occurring on or after March 28, 2005, $1,000, suchParticipant or, in the event of the Participant’s death, such Participant’s Beneficiary or Beneficiaries, shall receive a distribution in the amount and in the formdescribed in Option 2 of Section 7.2(c) (relating to lump sum distribution) as soon as practicable following such Termination of Employment in satisfactionof all benefits to which the Participant or his or her Beneficiaries, as the case may be, is entitled under the Plan.(d) Deemed Distributions. If a Participant has not satisfied the Vesting Requirement upon his or her Termination of Employment, such Participant’svested interest in his or her benefit under the Plan shall have a value of zero, such Participant shall be deemed to have received immediately after suchtermination a lump sum distribution of such vested interest and concurrent therewith shall forfeit all benefits hereunder, and the Participant’s Cash BalanceAccount and Accrued Frozen Benefit shall no longer be maintained. 24Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 7.2 Form of Distribution. (a) Manner of Distribution With Respect to Unmarried Participants. A Participant who is not married on his or herPension Starting Date shall have the Actuarial Equivalent of the Participant’s Accrued Benefit attributable to his or her Cash Balance Account and theSchedule Equivalent of his or her Accrued Frozen Benefit, if any, distributed in the form of a Pension for the life of the Participant unless the Participant electsan optional form of distribution described in paragraph (c) of this Section (relating to optional forms of distributions) at the time and in the manner describedin Section 7.4 (relating to election and waiver procedures).(b) Manner of Distribution With Respect to Married Participants. A Participant who is married on his or her Pension Starting Date shall have theActuarial Equivalent of the Participant’s Accrued Benefit attributable to his or her Cash Balance Account and the Schedule Equivalent of his or her AccruedFrozen Benefit, if any, distributed in the form of a Pension payable to the Participant for the life of the Participant and, thereafter, if the Participant’s Spousesurvives the Participant, a Pension payable to the Spouse during the remaining lifetime of such Spouse equal to 50% of the Pension payable to the Participantduring the Participant’s lifetime. Notwithstanding the preceding sentence, the Participant, with the consent of his or her Spouse, may elect an optional form ofdistribution described in paragraph (c) of this Section (relating to optional forms of distributions) at the time and in the manner described in Section 7.4(relating to election and waiver procedures).(c) Optional Forms of Distribution. Upon written request to the Administrator made at the time and in the manner prescribed in Section 7.4 (relating toelection and waiver procedures), a Participant may elect to receive a distribution of the Participant’s benefit under the Plan in one of the following optionalforms in lieu of the form described in paragraph (a) or (b) of this Section (relating to manner of distribution with respect to unmarried Participants and marriedParticipants, respectively):Option 1: Life Annuity. If the Participant is married on his or her Pension Starting Date, a Pension payable for the life of the Participant in anamount that is the Actuarial Equivalent of the Participant’s Accrued Benefit attributable to his or her Cash Balance Account and the Schedule Equivalentof his or her Accrued Frozen Benefit, if any. 25Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Option 2: Lump Sum Distribution. Except as otherwise provided in Section 7.8 (relating to special rules applicable to calculations of lump sumdistributions), a single, lump sum distribution in an amount equal to the sum of (a) the balance credited to the Participant’s Cash Balance Account as ofthe last day of the month immediately preceding the date of such distribution and (b) the lump sum Schedule Equivalent of the Participant’s AccruedFrozen Benefit.Option 3: Survivor Annuity. A reduced Pension payable to the Participant during the Participant’s lifetime and, thereafter, if the designatedBeneficiary survives the Participant, a Pension equal to 100%, 75% or 50% (whichever is specified when this option is elected) of such reduced Pensionpayable to the Designated Beneficiary during the remaining lifetime of such Designated Beneficiary, the aggregate amount of which are the ActuarialEquivalent of the Participant’s Accrued Benefit attributable to his or her Cash Balance Account and the Schedule Equivalent of his or her AccruedFrozen Benefit, if any.(d) Special Rules Regarding Pensions.(1) If a Participant’s spouse dies before the Participant’s Pension Starting Date and the Participant has not elected an optional form of distributiondescribed in paragraph (c) of this Section (relating to optional forms of distribution), the Participant shall again be entitled to make an election under thisSection.(2) If a Pension commences pursuant to Section 7.1(b) (relating to distributions to five percent owners) while a Participant remains employed byan Employer, such Pension shall be actuarially adjusted as of January 1 following the end of each calendar year during which such Participant remainsemployed by an Employer to reflect any additional Service Credits and Investment Credits credited to the Participant’s Cash Balance Account as ofDecember 31 of the preceding calendar year.(3) If a Participant elects Option 3 under Section 7.2(c) and the Participant’s Beneficiary is other than the Participant’s Spouse, the Pensionpayable to the Participant and to the Beneficiary shall be adjusted as is necessary to satisfy the incidental benefit requirement under section 401(a)(9) ofthe Code. Notwithstanding anything in the Plan to the contrary, the form and timing of all distributions under the Plan to any Participant shall be inaccordance with Section 401(a)(9) of the Code and regulations issued thereunder, including the incidental death benefit requirements ofSection 401(a)(9)(G) of the Code and Treasury Regulation §1.401(a)(9)-2 through Treasury Regulation §1.401(a)(9)-9. 26Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 7.3 Death Benefits. (a) Eligibility. If a Participant who has satisfied the Vesting Requirement dies prior to his or her Pension Starting Date, theParticipant’s surviving Beneficiary shall be entitled to receive a benefit under this Section. In addition, if a Participant dies while an Employee, theParticipant’s surviving Beneficiary shall be entitled to receive a benefit under this Section, regardless of whether the Participant has satisfied the VestingRequirement.(b) Form of Payment. A surviving Beneficiary who is entitled to a distribution of the Participant’s benefit under this Section shall receive the following,as applicable:(1) Lump Sum Payment. Except as otherwise provided in Section 7.8 (relating to special rules applicable to calculations of lump sumdistributions), a lump sum payment that is equal to the sum of (a) the balance credited to the Participant’s Cash Balance Account as of the last day ofthe month immediately preceding the date of such distribution and (b) the lump sum Schedule Equivalent of the Participant’s Accrued Frozen Benefitshall be payable to the Participant’s surviving Beneficiary not later than the fifth anniversary of the Participant’s death, except that if the Participant’ssurviving Beneficiary is the Participant’s surviving Spouse, distribution to such surviving Spouse may commence at the same time as described insubparagraph (2). Notwithstanding the foregoing, should any benefit be payable pursuant to subparagraph (2) of this Section 7.3(b) (relating tostatutory surviving Spouse’s benefit), the amount of any benefit payable pursuant to this subparagraph (1) shall be reduced by the Actuarial Equivalentof the benefit payable pursuant to such subparagraph (2).(2) Statutory Surviving Spouse’s Benefit. If the Participant is survived by a Spouse to whom the Participant was married throughout the one-yearperiod ending on the date of the Participant’s death, then, unless such Participant has with his or her Spouse’s consent waived the benefit describedherein in the manner described in Section 7.4(e) (relating to waiver of statutory surviving Spouse’s benefit), such Spouse shall be entitled to receive asurvivor’s Pension commencing as of any January 1 coinciding with or following the date of the Participant’s death or any succeeding January 1 (butnot later than the January 1 immediately preceding or coinciding with the date the Participant would have attained age 70-1/2 had he or she survived) andcontinuing for the lifetime of such Spouse in an amount equal to the Pension such Spouse would have received pursuant to a Qualified Joint andSurvivor Annuity if the Participant had survived until such day and such Qualified Joint and Survivor Annuity had commenced on such day and theParticipant had died immediately after such annuity commenced, but determined without regard to any Service Credits that would have been credited tothe Participant’s Cash Balance Account with respect to any periods subsequent to the Participant’s Termination of Employment. 27Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) The death benefits provided by this Section shall not be effective to the extent required to comply with the terms of a Qualified Domestic RelationsOrder.Section 7.4 Election and Waiver Procedures. (a) Election of Optional Form of Benefit. Subject to paragraph (c) of this Section (relating to spousal consentto election of optional form of benefit or beneficiary designation), a Participant may elect, change or revoke any form of distribution provided underSection 7.2 (relating to forms of distribution) at any time during the 90-day period ending on the later of the Participant’s Pension Starting Date and the date theParticipant’s benefit is paid or commences. Such an election, change or revocation shall be made by the Participant delivering a written notice describing theelection, change or revocation to the Administrator on a form provided by the Administrator for this purpose.(b) Beneficiary Designation. Subject to paragraph (e) below (relating to waiver of statutory surviving spouse’s benefit), each Participant may designateone or more Beneficiaries to receive any payment pursuant to Section 7.3(b)(1) (relating to lump sum pre-retirement death benefit) in the event of his or herdeath. A Participant may from time to time, without the consent of any Beneficiary, change or cancel any such designation. Such designation and each changetherein shall be made in the form prescribed by the Administrator and shall be filed with the Administrator. If no Beneficiary has been designated by adeceased Participant, or the designated Beneficiary has predeceased the Participant, any payment pursuant to Section 7.3(b)(1) (relating to lump sum pre-retirement death benefit) shall be made by the Trustee at the direction of the Administrator (i) to the surviving Spouse of such deceased Participant, if any, or(ii) if there shall be no surviving Spouse, to the surviving children of such deceased Participant, 28Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.if any, in equal shares, or (iii) if there shall be no surviving Spouse or surviving children, to the executor or administrator of the estate of such deceasedParticipant, or (iv) if no executor or administrator shall have been appointed for the estate of such deceased Participant within six months following the date ofthe Participant’s death, in equal shares to the person or persons who would be entitled under the intestate succession laws of the state of the Participant’sdomicile to receive the Participant’s personal estate. The marriage of a Participant shall be deemed to revoke any prior designation of a Beneficiary made byhim or her and a divorce shall be deemed to revoke any prior designation of the Participant’s divorced Spouse if written evidence of such marriage or divorceshall be received by the Administrator before distribution shall have been made in accordance with such designation. If, within a period of three yearsfollowing any Participant’s death or other termination of employment by an Employer, the Administrator in the exercise of reasonable diligence has been unableto locate the person or persons entitled to benefits under this Article in respect of such Participant, the rights of such person or persons shall be forfeited andthe Administrator shall direct the Trustee to pay such benefit or benefits to the person or persons next entitled thereto under the succession prescribed by thisSection.(c) Spousal Consent to Election of Optional Form of Benefit or Beneficiary Designation. If a Participant is married on his or her Pension Starting Date,and if after giving effect to an election, revocation or change described in paragraph (a) of this Section (relating to election of optional form of benefit) theParticipant’s Spouse would not be entitled to receive a survivor’s benefit at least equal to that provided by Section 7.2(b) (relating to manner of distributionwith respect to married Participants), such election, revocation or change shall not be effective unless it shall have been consented to at the time of suchelection, revocation or change in writing by the Participant’s Spouse and such consent acknowledges the effect of such election 29Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.and is witnessed by a notary public. The consent of a Spouse to such an election, revocation or change shall not be required if it is established to thesatisfaction of the Administrator that such consent cannot be obtained because there is no Spouse, the Spouse cannot be located or such other circumstances asmay be prescribed in Regulations. If the Spouse is legally incompetent to give consent, the consent may be executed by the Spouse’s legal guardian (includingthe Participant, if the Participant is the legal guardian). An election of an optional form of distribution shall be deemed a rejection of the distribution formprovided by paragraph (a) or (b) of Section 7.2 (relating to manner of distribution with respect to unmarried Participants and manner of distribution withrespect to married Participants). The consent of a Spouse otherwise required by this paragraph shall not be necessary for a distribution required by aQualified Domestic Relations Order.(d) Notice of Availability of Optional Forms of Benefit. No less than 30 days (or such shorter period as may be permitted by applicable law) and nomore than 90 days before the later of a Participant’s Pension Starting Date and the date the Participant’s benefit is paid or commences, the Administrator shallgive the Participant by mail or personal delivery written notice in non-technical language that he or she may elect an optional form of distribution set forth inSection 7.2 (relating to form of distribution); provided, however, that the Participant may waive (with applicable spousal consent) such 30-day notice periodas long as the Participant’s distribution commences not less than eight days after such notice is provided. Such notice shall include a general description of theeligibility conditions and other material features of the optional forms of distribution provided under the Plan; the circumstances under which the basic formsof distribution set forth in Section 7.2 (relating to form of distribution) will be provided unless a Participant, with the consent of the Participant’s Spouse,elects otherwise; the 30Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Participant’s right to revoke any such election; and information regarding the financial effect, in terms of dollars per payment, upon his or her distribution ifhe or she elects an optional form of distribution or revokes any prior election. Notwithstanding the foregoing, the notice described in the previous paragraphmay be provided to the Participant subsequent to the Participant’s Pension Starting Date, if the Participant so elects, provided that the following conditions aresatisfied:(i) the date on which the first payment to be received by the Participant is made (the “initial payment date”) shall be no earlier than thirty (30) daysfollowing the date that the notice is furnished to the Participant, except that the initial payment date may be as early as the eighth day after such notice isprovided if (i) such notice clearly indicates that the Participant has a right to a period of thirty (30) days after receiving the notice to consider to waive thebasic forms of distribution provided under the Plan and to elect (with spousal consent) an optional form of benefit, (ii) the Participant affirmativelyelects a form of distribution with the consent of his or her spouse (if required) to commence as of the initial payment date, and (iii) the Participant ispermitted to revoke such election until the initial payment date;(ii) the notice shall be provided to the Participant no more than ninety (90) days before the initial payment date, however, the Plan will not fail tosatisfy the ninety (90)-day requirement if the delay in providing the distribution is due solely to an administrative delay;(iii) the Participant is not permitted to elect a Pension Starting Date that precedes the date upon which the Participant could have otherwise startedreceiving benefits under the terms of the Plan as in effect on the Pension Starting Date;(iv) to the extent that a Participant has not received any payments for the period from the Pension Starting Date to the initial payment date, theParticipant shall receive a one-time payment to reflect any such missed payments (a “make-up payment”). Such make-up payment shall be adjusted forinterest from the period beginning on the Pension Starting Date and ending on the initial payment date, which shall be calculated with respect to suchpayments that would have been received prior to the initial payment date. The interest rate used to compute the adjustment described in the precedingsentence shall equal the 30 Year Treasury rate for December of the preceding Plan Year. For purposes of Section 8.1 (relating to statutory limits), thelimitations set forth therein shall comply with the adjustments required thereto pursuant to Treasury Regulation 1.417(e)-1 with respect to any PensionStarting Date described in this paragraph which is a “retroactive annuity starting date” as defined for purposes of such Regulation; and 31Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(v) if a Participant who is married elects to commence the Participant’s benefit as of the initial payment date pursuant to this paragraph, then theParticipant’s spouse (including an alternate payee who is treated as the Participant’s spouse under a qualified domestic relations order), determined as ofthe initial payment date, must consent to such election if the survivor benefits payable as of the Pension Starting Date are less than the survivor benefitspayable under the benefit described in Option 3 of Section 7.2(b) of the Plan as of the initial payment date.(e) Waiver of Statutory Surviving Spouse’s Benefit. A Participant may waive the statutory surviving spouse’s benefit provided by Section 7.3(b)(2) atany time prior to the Participant’s death, provided, however, that if such waiver is made prior to the Plan Year in which the Participant attains age 35, suchwaiver shall become invalid on the first day of such year unless the Participant has terminated employment by the Employers prior to such day. A Participantwhose waiver becomes invalid pursuant to the preceding sentence may elect, at any time after the waiver becomes invalid, to again waive the statutorysurviving spouse’s benefit provided by Section 7.3(b)(2). A waiver made pursuant to this paragraph (e) shall be made by delivering a written notice thereof tothe Administrator on a form provided by the Administrator for this purpose with a written consent of the Participant’s Spouse which satisfies the requirementsof paragraph (b) of this Section (relating to beneficiary designation) (unless it is determined pursuant to paragraph (c) of this Section that such consent is notneeded). Such a waiver shall cease to be effective if, subsequent to the execution of such waiver, the Participant shall make any other Beneficiary designationpursuant to paragraph (b) of this Section (relating to beneficiary designation) which diminishes the rights or contingent rights of the Participant’s Spouse,which are specified in the Beneficiary designation in effect at the time such Spouse consented to such waiver, to all or part of the benefit provided underSection 7.3(b) (relating to form of payment of pre-retirement death benefits), provided, however, that in no event shall such 32Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.other Beneficiary designation affect the effectiveness of such waiver if such Spouse shall have so specified at the time of consent. A waiver described in thisparagraph shall cease to be effective on (i) the date on which the Participant is subsequently married to a person other than the Spouse who consented to suchwaiver, (ii) the Participant’s Pension Starting Date, or (iii) the date of the Participant’s revocation of such waiver.(f) Notice of Right to Waive Statutory Surviving Spouse’s Benefit. Not later than twelve months after the day on which an Employee has become aParticipant, the Administrator shall give the Participant by mail or personal delivery written notice in nontechnical language that he or she may waive thestatutory surviving spouse’s benefit provided by Section 7.3(b)(2). Such notice shall include a general description of terms and conditions of such benefit andthe circumstances under which it will be provided unless waived and the Participant’s right to revoke any such waiver and general information on the relativefinancial effect, if any, upon the Participant’s Pension of such benefit and its waiver. Such notice shall also advise the Participant that, upon written request tothe Administrator prior to the end of the waiver period set forth in paragraph (e) of this Section (relating to waiver of statutory surviving spouse’s benefit), heor she will be given a written explanation in nontechnical language of the terms and conditions of such benefit and the financial effect, in terms of dollars perpayment, upon his or her other death benefits if he or she does not waive such benefit. Such explanation shall be mailed or personally delivered to theParticipant within 30 days from the date his or her written request is received by the Administrator.(g) Election of Optional Form of Statutory Surviving Spouse’s Benefit. A surviving Spouse may elect to have the statutory surviving spouse’s benefitprovided by Section 7.3(b)(2) payable in the form of Option 2 of Section 7.2(c) (relating to optional forms of distribution). Such an election may be made atany time prior to the commencement of such benefit and not thereafter. Such an election shall be made by delivering a written notice thereof to the Administratoron a form provided by the Administrator for this purpose. 33Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(h) Automatic Cancellation of Elections. If a Participant’s Pension is payable in the form of a joint and survivor annuity and if, prior to the Participant’sPension Starting Date, the Participant’s Spouse dies or the Participant and such Spouse divorce, the Participant’s election or deemed election to receive a jointand survivor annuity shall, upon the Participant’s notice to the Administrator of such death or divorce, be automatically cancelled, unless, subsequent to suchSpouse’s death or the Participant’s divorce and prior to the Participant’s Pension Starting Date, the Participant remarries and notice of such new marriage istimely received by the Administrator.Section 7.5 Distributions to Minor and Disabled Distributees. Any distribution under this Article that is payable to a distributee who is a minor or to adistributee who, in the opinion of the Administrator, is unable to manage his or her affairs by reason of illness or mental incompetency may be made to or forthe benefit of any such distributee at such time consistent with the provisions of Section 7.2 (relating to form of distribution) and in such of the followingways as the legal representative of such distributee shall direct: (i) directly to any such minor distributee if, in the opinion of such legal representative, he orshe is able to manage his or her affairs, (ii) to such legal representative, (iii) to a custodian under a Uniform Gifts to Minors Act for any such minordistributee, or (iv) directly in payment of expenses of support or maintenance of such person. Neither the Administrator nor the Trustee shall be required to seeto the application by any third party other than the legal representative of a distributee of any distribution made to or for the benefit of such distributeepursuant to this Section. 34Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 7.6 Direct Rollover Distributions. In the case of a distribution under this Plan that is an “eligible rollover distribution” within the meaning ofsection 402 of the Code and that is at least $200, an eligible distributee (as defined below) may elect that all or any portion of such distribution to which sucheligible distributee is entitled shall be directly transferred as a rollover contribution from the Plan to (i) an individual retirement account described in section408(a) of the Code, (ii) an individual retirement annuity described in section 408(b) of the Code, (iii) an annuity plan described in section 403(a) of the Code,(iv) a retirement plan qualified under section 401(a) of the Code, (v) an annuity contract described in section 403(b) of the Code, (vi) an eligible plan undersection 457(b) of the Code which is maintained by an eligible employer described in section 457(e)(1)(A) of the Code (the terms of which permit the acceptanceof rollover contributions) or (vii) effective January 1, 2008, a Roth IRA described in section 408A of the Code; provided, however, that (x) with respect to aplan described in clause (vii), for transfers occurring before January 1, 2010, the Participant (or surviving spouse of a Participant or a former spouse who isan alternate payee under a qualified domestic relations order as defined in section 414(p) of the Code) meets the requirements of section 408A(c)(3)(B) of theCode and (y) with respect to a distribution (or portion of a distribution) to a person who is not the Participant or the surviving spouse or former spouse of theParticipant, “eligible retirement plan” shall mean only a plan described in clause (i), (ii) or (vii) that, in either case, is established for the purpose of receivingsuch distribution on behalf of such person. For purposes of this Section, “eligible distributee” shall include the Participant, his or her spouse or his or herformer spouse who is an alternate payee under a qualified domestic relations order within the meaning of section 414(p) of the Code and, effective January 1,2010, the Participant’s Beneficiary who is not the Participant’s spouse or former spouse. Notwithstanding the foregoing, an eligible distributee shall not beentitled to elect to have less than the total amount of such distribution transferred as a rollover contribution unless the amount to be transferred equals atleast $500. 35Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 7.7 Withholding Requirements. Any benefit payment made under the Plan will be subject to any applicable income tax withholdingrequirements.Section 7.8 Special Rules Applicable to Calculations of Lump Sum Distributions. Notwithstanding anything contained herein to the contrary, if a lumpsum distribution is paid to a Participant prior to the Participant’s Normal Retirement Age and prior to May 23, 2007, the portion of any lump sum paymentmade under Section 7.2(c), Option 2, or Section 7.3(b)(1) that, in either case, is attributable to the Participant’s Cash Balance Account shall be the greater of(x) the balance credited to the Participant’s Cash Balance Account as of the last day of the month immediately preceding the date of such distribution and(y) the Actuarial Equivalent of the Participant’s Accrued Benefit.Section 7.9 Participant’s Death During Qualified Military Service. Effective January 1, 2007, in the case of a Participant who dies while performingMilitary Service, the Beneficiaries of such Participant shall be entitled to any additional benefits, if any (other than benefit accruals relating to the period ofMilitary Service), provided under the Plan had the Participant resumed employment with an Employer and then terminated such employment on account ofsuch Participant’s death. 36Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE 8LIMITATIONS ON BENEFITSSection 8.1 Statutory Limits. The provisions of this Section shall be effective for any “Limitation Year” (as defined below) solely to the extent requiredby the Code or Regulations for such year.Notwithstanding any other provision of the Plan to the contrary, the amount of the Participant’s annual benefit (as defined below) accrued, distributableor payable at any time under the Plan shall be limited to an amount such that such annual benefit and the aggregate annual benefit of the Participant under allother defined benefit plans maintained by the Employer or any other Affiliate does not exceed the lesser of:(i) $160,000 (as increased to reflect the cost of living adjustments provided under section 415(d) of the Code), multiplied by a fraction (notexceeding 1 and not less than 1/10th), the numerator of which is the Participant’s years of participation (within the meaning of Treasury Regulationsection 1.415(b)-1(g)(1)(ii)) and the denominator of which is 10; or(ii) an amount equal to 100% of the Participant’s average compensation for the three consecutive calendar years in which his or her compensationwas the highest (as determined in accordance with Treasury Regulation section 1.415(b)-1(a)(5)) and which are included in his or her years of service(within the meaning of Treasury Regulation section 1.415(b)-1(g)(2)(ii)) with the Employers multiplied by a fraction (not exceeding 1 and not less than1/10th), the numerator of which is the Participant’s years of service and the denominator of which is 10.The dollar amount set forth in clause (i) of the preceding paragraph shall be actuarially reduced in accordance with Treasury Regulation section1.415(b)-1(d) if the Participant’s Pension Starting Date occurs prior to the Participant’s attainment of age 62. If the Participant’s Pension Starting Date occursafter the Participant attains age 65, such dollar amount shall be actuarially increased in accordance with Treasury Regulation section 1.415(b)-1(e). 37Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A Participant’s “annual benefit” shall mean the Participant’s accrued benefit payable annually in the form of a straight life annuity, as determined in,and accordance with, Treasury Regulation section 1.415(b)-1(b). If the annual benefit is payable in a form other than a single life annuity, the annual benefitshall be adjusted to the Actuarial Equivalent of a single life annuity using the assumptions of the following sentences; provided, however, that no adjustmentshall be required for survivor benefits payable to a surviving Spouse under a Qualified Joint and Survivor Annuity (as described in Section 7.2(b)) to theextent such benefits would not be payable if the Participant’s annual benefit were paid in another form.Effective for Plan Years beginning January 1, 2004 and January 1, 2005, for any form of benefit subject to section 417(e)(3) of the Code, a Participant’sannual benefit shall be the greater of (i) the amount computed using the interest rate and mortality table specified under subdivision (3) of Article 2 (relating todefinition of Actuarial Equivalent) as in effect and (ii) the amount computed using an interest rate assumption of 5.5% and the applicable mortality tableunder Treasury Regulation section 1.417(e)-1(d)(2) (the “Applicable Mortality Table”). Effective for Plan Years beginning on or after January 1, 2006, for anyform of benefit subject to section 417(e)(3) of the Code, a Participant’s annual benefit shall be the greatest of (i) the amount computed using the interest rate andmortality table specified under subdivision (3) of Article 2 (relating to definition of Actuarial Equivalent) as in effect, (ii) the amount computed using aninterest rate assumption of 5.5% and the Applicable Mortality Table and (iii) the amount computed using the applicable interest rate under TreasuryRegulation section 1.417(e)-1(d)(3) and the Applicable Mortality Table, divided by 1.05. Effective for Plan Years beginning on or after January 1, 2006, forany form of benefit not subject to section 417(e)(3) of the Code, a Participant’s annual benefit shall be determined in accordance with Treasury Regulationsection 1.415(b)-1(c). An individual’s “annual benefit” under any other defined benefit plan maintained by the Employer and Affiliate shall be as determinedpursuant to the provisions of section 415 of the Code and the Regulations issued thereunder the terms of such plan. 38Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the foregoing provisions of this Section, the limitation provided by this Section shall not apply to a Participant who has not at any timeparticipated in a defined contribution plan maintained by any Employer and whose annual benefit under the Plan does not exceed $10,000 multiplied by afraction (not exceeding 1 and not less than 1/10th) the numerator of which is the Participant’s years of service (within the meaning of Treasury Regulationsection 1.415(b)-1(g)(2)(ii))) and the denominator of which is 10.For purposes of this Section, the term “compensation” shall have the meaning set forth in section 415(c)(3) of the Code and the applicable Regulations,the term “defined contribution plan” shall have the meaning set forth in Treasury Regulation section 1.415(c)-1(a)(2), the term “defined benefit plan” shallhave the meaning set forth in Treasury Regulation section 1.415(b)-1(a)(2) and the term “Employer” shall include the Employers and all corporations andentities required to be aggregated with any of the Employers pursuant to section 414(b) and (c) of the Code as modified by section 415(h) of the Code.Section 415 of the Code and the Regulations thereunder are hereby incorporated by reference.Section 8.2 Restrictions on Benefits. (a) The annual Plan payments to a Participant in the Restricted Group (as defined below) for any Plan Year may notexceed an amount equal to the annual payments that would be made to or on behalf of the Participant under:(i) a single life annuity that is equal to the Participant’s Accrued Benefit and any other Benefits (as defined below) to which the Participant isentitled under the Plan (disregarding any Social Security supplement within the meaning of section 1.411(a)-7(c)(4)(ii) of the Treasury Regulations),plus(ii) the amount of any payment to which the Participant is entitled as a Social Security supplement under the Plan. 39Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Application of Restriction. The restriction set forth in paragraph (a) of this Section (relating to restrictions on benefits) shall not apply to anypayment if any of the following conditions is satisfied at the date as of which the payment is to be made:(i) after reduction to reflect the present value of all Benefits payable to or on behalf of the Participant under the Plan, the value of the Plan’s assetswould equal or exceed 110% of the value of the Plan’s current liabilities, as defined in section 412(l)(7) of the Code;(ii) the present value of the Benefits payable to or on behalf of the Participant under the Plan is less than 1% of the value of the Plan’s currentliabilities, as defined in section 412(l)(7) of the Code; or(iii) the present value of the Benefits payable to or on behalf of the Participant under the Plan does not exceed $5,000 (or such greater amount asmay be set forth in section 411(a)(11)(A) of the Code).(c) Plan Termination Rule. In the event of termination of the Plan, the benefit of any Participant in the Restricted Group shall be limited to a benefit that isnondiscriminatory under section 401(a)(4) of the Code.(d) Definitions. For purposes of this Section:(i) “Restricted Group” consists of the highly compensated employees and highly compensated former employees (within the meaning of section414(q) of the Code) of the Employer and its Affiliates, but the total number in the Restricted Group for any calendar year shall be limited to 25 and shallconsist of those highly compensated active and highly compensated former employees with the greatest compensation in the current or any prior year forwhich compensation information is available.(ii) The term “Benefit” includes, without limitation, any periodic income from the Plan, any withdrawal values payable to a living employee underthe Plan, any Plan loans in excess of the amounts set forth in section 72(p)(2)(A) of the Code and any Plan death benefits not provided for by insuranceon the employee’s or former employee’s life. 40Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iii) The “current liability” of the Plan as of any date may be based on the current liability reported on Schedule B of the Plan’s most recent,timely-filed Form 5500 or 5500 C/R. For purposes of this Section, the value of the Plan’s assets shall be determined on the same date as of which thecurrent liability is determined.(e) Effective Date. The restrictions set forth in this Section shall cease to be in effect when (i) a condition set forth in subparagraph (b)(i), (b)(ii) or(b)(iii) above is satisfied, (ii) the Participant is not in the Restricted Group, (iii) the Plan is terminated and the benefit received by the Participant isnondiscriminatory or (iv) such restrictions are not required to be applied to such payment under the Code or Regulations.Section 8.3 Benefit Restrictions as a Result of Funding. Effective January 1, 2010, notwithstanding any provision of the Plan to the contrary, thefollowing benefit restrictions shall apply if the Plan’s adjusted funding target attainment percentage is at or below the following levels.(a) Limitations Applicable If the Plan’s Adjusted Funding Target Attainment Percentage Is Less Than 80%, But Not Less Than 60%. If the Plan’sadjusted funding target attainment percentage for a Plan Year is less than 80% (or would be less than 80% to the extent described in subparagraph (a)(2) below)but is not less than 60%, then the limitations set forth in this paragraph (a) apply.(1) 50% Limitation on Single Sum Payments, Other Accelerated Forms of Distribution, and Other Prohibited Payments. A Participant orBeneficiary is not permitted to elect, and the Plan shall not pay, a lump sum distribution or other optional form of distribution that includes a prohibitedpayment with an annuity starting date on or after the applicable section 436 measurement date, and the Plan shall not make any 41Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment,unless the present value of the portion of the benefit that is being paid in a prohibited payment does not exceed the lesser of: (i)50% of the present value of the benefit payable in the optional form of benefit that includes the prohibited payment; or (ii)100% of the PBGC maximum benefit guarantee amount (as defined in Treasury Regulation section 1.436-1(d)(3)(iii)(C)).The limitation set forth in this subparagraph (a)(1) does not apply to any payment of a benefit which under section 411(a)(11) of the Code may beimmediately distributed without the consent of the Participant. If an optional form of benefit that is otherwise available under the terms of the Plan is notavailable to a Participant or Beneficiary as of the annuity starting date because of the application of the requirements of this subparagraph (a)(1), theParticipant or Beneficiary is permitted to elect to bifurcate the benefit into unrestricted and restricted portions (as described in Treasury Regulationsection 1.436-1(d)(3)(iii)(D)). The Participant or Beneficiary may also elect any other optional form of benefit otherwise available under the Plan at thatannuity starting date that would satisfy the 50% limitation described in subparagraph (a)(1)(i) above or the PBGC maximum benefit guarantee amountdescribed in subparagraph (a)(1)(ii) above, or may elect to defer the benefit in accordance with any general right to defer commencement of benefitsunder the Plan. 42Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) Plan Amendments Increasing Liability for Benefits. No amendment to the Plan that has the effect of increasing liabilities of the Plan by reasonof increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitableshall take effect in a Plan Year if the adjusted funding target attainment percentage for the Plan Year is: (i)Less than 80%; or (ii)80% or more, but would be less than 80% if the benefits attributable to the amendment were taken into account in determining the adjustedfunding target attainment percentage.The limitation set forth in this subparagraph (a)(2) does not apply to any amendment to the Plan that provides a benefit increase under a Planformula that is not based on compensation, provided that the rate of such increase does not exceed the contemporaneous rate of increase in the averagewages of Participants covered by the amendment.(b) Limitations Applicable If the Plan’s Adjusted Funding Target Attainment Percentage Is Less Than 60%. If the Plan’s adjusted funding targetattainment percentage for a Plan Year is less than 60% (or would be less than 60% to the extent described in subparagraph (b)(2) below), then the limitations inthis paragraph (b) apply.(1) Single Sums, Other Accelerated Forms of Distribution, and Other Prohibited Payments Not Permitted. A Participant or Beneficiary is notpermitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuitystarting date on or after the applicable section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocablecommitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment. The limitation set forth in this subparagraph(b)(1) does not apply to any payment of a benefit which under section 411(a)(11) of the Code may be immediately distributed without the consent of theParticipant. 43Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) Shutdown Benefits and Other Unpredictable Contingent Event Benefits Not Permitted to Be Paid. An unpredictable contingent event benefitwith respect to an unpredictable contingent event occurring during a Plan Year shall not be paid if the adjusted funding target attainment percentage forthe Plan Year is: (i)Less than 60%; or (ii)60% or more, but would be less than 60% if the adjusted funding target attainment percentage were redetermined applying an actuarialassumption that the likelihood of occurrence of the unpredictable contingent event during the Plan Year is 100%.(3) Benefit Accruals Frozen. Benefit accruals under the Plan shall cease as of the applicable section 436 measurement date. In addition, if the Planis required to cease benefit accruals under this subparagraph (b)(3), then the Plan is not permitted to be amended in a manner that would increase theliabilities of the Plan by reason of an increase in benefits or establishment of new benefits.(c) Limitations Applicable If the Plan Sponsor Is In Bankruptcy. Notwithstanding any other provisions of the Plan, a Participant or Beneficiary is notpermitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuitystarting date that occurs during any period in which the Plan sponsor is a debtor in a case under title 11, United States Code, or similar Federal or state law,except for payments made within a Plan Year with an annuity starting date that occurs on or after the date on which the Plan’s enrolled actuary certifies that thePlan’s adjusted funding target attainment 44Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.percentage for that Plan Year is not less than 100%. In addition, during such period in which the Plan sponsor is a debtor in a case under title 11, UnitedStates Code, or similar Federal or state law, the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to paybenefits or any other payment or transfer that is a prohibited payment, except for payments that occur on a date within a Plan Year that is on or after the dateon which the Plan’s enrolled actuary certifies that the Plan’s adjusted funding target attainment percentage for that Plan Year is not less than 100%. Thelimitation set forth in this paragraph (c) does not apply to any payment of a benefit which under section 411(a)(11) of the Code may be immediatelydistributed without the consent of the Participant.(d) Provisions Applicable After Limitations Cease to Apply.(1) Resumption of Prohibited Payments. If a limitation on prohibited payments under subparagraph (a)(1), (b)(1), or (c) of this Section applied tothe Plan as of a section 436 measurement date, but that limit no longer applies to the Plan as of a later section 436 measurement date, then that limitationdoes not apply to benefits with annuity starting dates that are on or after that later section 436 measurement date.(2) Resumption of Benefit Accruals. If a limitation on benefit accruals under subparagraph (b)(3) of this Section applied to the Plan as of a section436 measurement date, but that limitation no longer applies to the Plan as of a later section 436 measurement date, then benefit accruals shall resumeprospectively and that limitation does not apply to benefit accruals that are based on service on or after that later section 436 measurement date, except asotherwise provided under the Plan. The Plan shall comply with the rules relating to partial years of participation and the prohibition on double prorationunder Department of Labor Regulation section 2530.204-2(c) and (d). 45Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(3) Shutdown and Other Unpredictable Contingent Event Benefits. If an unpredictable contingent event benefit with respect to an unpredictablecontingent event that occurs during the Plan Year is not permitted to be paid after the occurrence of the event because of the limitation of subparagraph(b)(2) of this Section, but is permitted to be paid later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary’scertification of the adjusted funding target attainment percentage for the Plan Year that meets the requirements of Treasury Regulation section 1.436-1(g)(5)(ii)(B)), then that unpredictable contingent event benefit shall be paid, retroactive to the period that benefit would have been payable under theterms of the Plan (determined without regard to subparagraph (b)(2) of this Section). If the unpredictable contingent event benefit does not becomepayable during the Plan Year in accordance with the preceding sentence, then the Plan is treated as if it does not provide for that benefit.(4) Treatment of Plan Amendments That Do Not Take Effect. If a Plan amendment does not take effect as of the effective date of the amendmentbecause of the limitation of subparagraph (a)(2) or (b)(3) of this Section, but is permitted to take effect later in the same Plan Year (as a result ofadditional contributions or pursuant to the enrolled actuary’s certification of the adjusted funding target attainment percentage for the Plan Year thatmeets the requirements of Treasury Regulation section 1.436-1(g)(5)(ii)(C)), then the Plan amendment must automatically take effect as of the first dayof the Plan Year (or, if later, the original effective date of the amendment). If the Plan amendment cannot take effect during the same Plan Year, then itshall be treated as if it were never adopted, unless the Plan amendment provides otherwise. 46Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(e) Notice Requirement. Written notice to Participants and Beneficiaries shall be provided within 30 days, in accordance with section 101(j) of ERISA, ifthe Plan becomes subject to a limitation described in subparagraph (a)(1), (b), or (c) of this Section.(f) Methods to Avoid or Terminate Benefit Limitations. Application of one or more of the benefit limitations set forth in paragraphs (a), (b) and (c) of thisSection for a Plan Year may be avoided or terminated through the use of employer contributions, by increasing the amount of Plan assets which are taken intoaccount in determining the adjusted funding target attainment percentage and by other methods in accordance with sections 436(b)(2), (c)(2), (e)(2) and (f) ofthe Code and Treasury Regulation section 1.436-1(f).(g) Plan Operations for Periods Prior to and After Certification of Plan’s Adjusted Funding Target Attainment Percentage.(1) In General. For any period during which a presumption under section 436(h) of the Code and Treasury Regulation section 1.436-1(h) appliesto the Plan, the limitations under paragraphs (a) through (c) of this Section are applied to the Plan as if the adjusted funding target attainment percentagefor the Plan Year were the presumed adjusted funding target attainment percentage determined under the rules of section 436(h) of the Code and TreasuryRegulation section 1.436-1(h)(1), (2), or (3). These presumptions are set forth in subparagraphs (g)(2) though (g)(4) below. 47Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(2) Presumption of Continued Underfunding Beginning First Day of Plan Year. If a limitation under paragraph (a), (b) or (c) of this Sectionapplied to the Plan on the last day of the preceding Plan Year, then, commencing on the first day of the current Plan Year and continuing until the Plan’senrolled actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan Year, or, if earlier, the datesubparagraph (g)(3) or (g)(4) below applies to the Plan: (i)The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the adjusted funding targetattainment percentage in effect on the last day of the preceding Plan Year; and (ii)The first day of the current Plan Year is a section 436 measurement date.(3) Presumption of Underfunding Beginning First Day of Fourth Month. If the Plan’s enrolled actuary has not issued a certification of the adjustedfunding target attainment percentage for the Plan Year before the first day of the fourth month of the Plan Year and the Plan’s adjusted funding targetattainment percentage for the preceding Plan Year was either at least 60% but less than 70% or at least 80% but less than 90%, or is described inTreasury Regulation section 1.436-1(h)(2)(ii), then, commencing on the first day of the fourth month of the current Plan Year and continuing until thePlan’s enrolled actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan Year, or, if earlier, thedate subparagraph (g)(4) below applies to the Plan: (i)The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the Plan’s adjusted funding targetattainment percentage for the preceding Plan Year reduced by 10 percentage points; and (ii)The first day of the fourth month of the current Plan Year is a section 436 measurement date. 48Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(4) Presumption of Underfunding On and After First Day of 10th Month. If the Plan’s enrolled actuary has not issued a certification of theadjusted funding target attainment percentage for the Plan Year before the first day of the 10th month of the Plan Year (or if the Plan’s enrolled actuaryhas issued a range certification for the Plan Year pursuant to Treasury Regulation section 1.436-1(h)(4)(ii) but has not issued a certification of thespecific adjusted funding target attainment percentage for the Plan by the last day of the Plan Year), then, commencing on the first day of the 10th monthof the current Plan Year and continuing through the end of the Plan Year: (i)The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be less than 60%; and (ii)The first day of the 10th month of the current Plan Year is a section 436 measurement date.(h) Plan Termination and Other Special Rules.(1) Plan Termination. The limitations on prohibited payments in subparagraphs (a)(1), (b)(1), and (c) of this Section do not apply to prohibitedpayments that are made to carry out the termination of the Plan in accordance with applicable law. Any other limitations under this Section do not ceaseto apply as a result of termination of the Plan.(2) Special Rules Relating to Unpredictable Contingent Event Benefits and Plan Amendments Increasing Benefit Liability. During any period inwhich none of the presumptions under paragraph (g) of this Section apply to the Plan and the Plan’s enrolled actuary has not yet issued a certification ofthe Plan’s adjusted funding target attainment percentage for the Plan Year, the limitations under subparagraphs (a)(2) and (b)(2) of this Section shall bebased on the “inclusive presumed adjusted funding target attainment percentage” for the Plan, as such term is described in, and calculated in accordancewith the rules of, Treasury Regulation section 1.436-1(g)(2)(iii). 49Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(3) Payments Under Social Security Leveling Options. For purposes of determining whether the limitations under subparagraph (a)(1) or (b)(1) ofthis Section apply to payments under a social security leveling option, within the meaning of section 436(j)(4)(C)(i) of the Code, the adjusted fundingtarget attainment percentage for a Plan Year shall be determined in accordance with the “Special Rule for Certain Years” under section 436(j)(3) of theCode and any Treasury Regulations or other published guidance thereunder issued by the Internal Revenue Service.(4) Limitation on Benefit Accruals. For purposes of determining whether the accrual limitation under subparagraph (b)(3) of this Section applies tothe Plan, the adjusted funding target attainment percentage for a Plan Year shall be determined in accordance with the “Special Rule for Certain Years”under section 436 of the Code (except as provided under section 203(b) of the Preservation of Access to Care for Medicare Beneficiaries and PensionRelief Act of 2010, if applicable).(5) Interpretation of Provisions. The limitations imposed by this Section shall be interpreted and administered in accordance with section 436 ofthe Code and Treasury Regulation section 1.436-1.(i) Definitions. The definitions in the following Treasury Regulations apply for purposes of this Section: section 1.436-1(j)(1) defining adjusted fundingtarget attainment percentage; section 1.436-1(j)(2) defining annuity starting date; section 1.436-1(j)(6) defining prohibited payment; section 1.436-1(j)(8)defining section 436 measurement date; and section 1.436-1(j)(9) defining an unpredictable contingent event and an unpredictable contingent event benefit. 50Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(j) Effective Date. The rules in this Section are effective for Plan Years beginning after December 31, 2009.ARTICLE 9SPECIAL PARTICIPATION AND DISTRIBUTION RULESRELATING TO RECOMMENCEMENT OF EMPLOYMENT ANDEMPLOYMENT BY RELATED ENTITIESSection 9.1 Recommencement of Employment by a Terminated Employee. (a) Rehire Date Before Absence of 5 Years. If an Employee who has aTermination of Employment recommences employment with an Employer before having a Period of Severance of five years and, on the date of his or herrehire, the terms of such Employee’s employment are not subject to a collective bargaining agreement that does not provide for participation in this Plan, theneither: (1) if such Employee was a Participant on the date his or her employment terminated, such Employee shall be Participant in the Plan as of his or herrehire date if he or she is then an Eligible Employee or (2) if such Employee was not a Participant on the date his or her employment terminated, suchEmployee shall not be an Eligible Employee and shall not become a Participant. Notwithstanding clause (1) of the preceding sentence, if an Employeedescribed in the preceding sentence who first became an employed by an Employer prior to January 1, 2001 was not at any time permitted to make the electiondescribed in Section 3.1(b) (relating to eligibility for participation for employees who are not new hires) or was permitted to make such election and elected toparticipate in the Plan but such election was not given effect as a result of such Employee’s Termination of Employment, such Eligible Employee shall bepermitted to elect, in the time and manner prescribed by the Administrator, to either (1) participate in the Plan 51Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.as of his or her rehire date or (2) participate in the ComEd Plan or the PECO Plan, as applicable, at the time prescribed therein and have his or her accruedbenefit under the ComEd Plan or PECO Plan, as applicable, and related assets transferred to the Plan in the manner described in Section 3.1(c) (relating totransfer of benefits and assets to Plan). If an Employee makes the election described in clause (1) of the preceding sentence, (a) the applicable Schedule shallapply with respect to the Participant’s Accrued Frozen Benefit and (b) such Employee shall not be entitled to a Transition Credit.(b) Rehire Date After Absence of at Least 5 Years. If a Participant who has a vested benefit under the Plan has a Termination of Employment andthereafter is rehired by an Employer, such Participant shall remain a Participant upon his or her rehire. If an Employee who has a Termination of Employmentdid not have a vested benefit under the Plan or under either the ComEd Plan or the PECO Plan recommences employment with an Employer after having aPeriod of Severance of at least five years, such Employee shall become a Participant as of the date of his or her rehire if he or she is then an Eligible Employee.If an Employee who has a Termination of Employment had a vested benefit under either the ComEd Plan or the PECO Plan recommences employment with anEmployer after having a Period of Severance of at least five years, such Employee shall not be an Eligible Employee and shall not become a Participant uponsuch recommencement of employment. Notwithstanding the preceding sentence, if an Employee described in the preceding sentence who first became employedby an Employer prior to January 1, 2001 was not at any time permitted to make the election described in Section 3.1(b) (relating to eligibility for participationfor employees who are not new hires) or was permitted to make such election and elected to participate in the Plan but such election was not given effect as aresult of such Employee’s Termination of Employment, such Eligible Employee shall be 52Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.permitted to elect, in the time and manner prescribed by the Administrator, to either (1) participate in the Plan as of his or her rehire date or (2) participate inthe ComEd Plan or the PECO Plan, as applicable, at the time prescribed therein and have his or her accrued benefit under the ComEd Plan or PECO Plan, asapplicable, transferred to the Plan in the manner described in Section 3.1(c) (relating to transfer of benefits and assets to Plan). The accrued benefit under theComEd Plan or the PECO Plan, as applicable, of an Employee who elects to participate in the Plan shall be transferred to the Plan, along with an appropriateamount of assets, and (a) the applicable Schedule shall apply with respect to the Participant’s Accrued Frozen Benefit and (b) such Employee shall not beentitled to a Transition Credit.(c) Reestablishment of Cash Balance Account for Rehired Participant. If a Participant whose Termination of Employment occurs before his or hersatisfaction of the Vesting Requirement recommences employment with an Employer and becomes a Participant pursuant to paragraph (a) above, suchParticipant’s Cash Balance Account shall be reinstated and credited with Investment Credits for the Participant’s Period of Severance. If a Participant whoseTermination of Employment occurs after his or her satisfaction of the Vesting Requirement receives a complete distribution of his or her benefit under the Planand subsequently recommences employment with an Employer as an Employee and becomes a Participant pursuant to paragraph (b) above, a new CashBalance Account shall be established for such Participant as of such recommencement of employment. Such new Cash Balance Account shall have an initialbalance of zero and shall be credited with Service Credits and Investment Credits solely for the Participant’s period of employment thereafter. 53Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 9.2 Suspension of Benefits. (a) Generally. If a Participant continues employment by an Employer beyond the Participant’s Normal RetirementAge or, except as provided in paragraph (b) below, if a former Employee again becomes an Employee after his or her Normal Retirement Age, such Participantshall not be entitled to receive any Pension during such employment. If such a Participant was receiving a Pension, the Participant’s Cash Balance Account asof his or her Pension Starting Date shall be restored and thereafter credited with Service Credits and Investment Credits with respect to such period ofemployment and Investment Credits from the Participant’s prior Pension Starting Date to the date the Participant’s Cash Balance Account is so restored. Uponthe Participant’s Termination of Employment or subsequent Termination of Employment, as the case may be, the Participant’s Accrued Benefit shall be thelarger of (i) the Participant’s Accrued Benefit as of the first day of the month coinciding with or next following the Participant’s date of rehire, or NormalRetirement Age, as the case may be, actuarially increased to reflect the later termination date (for purposes of this clause (i), the Investment Credits described inSection 6.1(d) with respect to such period of employment shall be the actuarial increase to the Participant’s Accrued Benefit), and (ii) the Actuarial Equivalentof the Participant’s Cash Balance Account, and the Accrued Frozen Benefit, as of the Participant’s Termination of Employment, or subsequent Termination ofEmployment, as the case may be, reduced in either case by the sum of any Pension previously paid to the Participant plus interest thereon at the rate describedin subdivision (3) of Article 2 (relating to definition of Actuarial Equivalent).(b) Circumstances under which a Rehired Employee’s Pension Payments may Continue. Notwithstanding paragraph (a) above, a reemployed Participantwho is employed under circumstances that satisfy the applicable conditions for continuation of payment of retirement benefits set forth in the Company’spolicy regarding the rehiring of retirees shall not have his or her Pension suspended under this Section nor shall such reemployed Participant be prohibitedfrom commencing his or her Pension if he or she is otherwise eligible to commence such Pension. 54Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 9.3 Employment by Related Entities. If an individual is employed by an entity that is an Affiliate, then any period of employment by such entity(but only after such entity became an Affiliate) shall be taken into account solely for the purpose of determining when or whether and when such individual iseligible to participate in the Plan under Article 3 (relating to eligibility), measuring such individual’s years of Vesting Service for purposes of the VestingRequirement and determining when such individual’s Termination of Employment occurs for purposes of Article 7 (relating to distributions) to the same extentsuch period would have been taken into account had such employment been with an Employer.Section 9.4 Leased Employees. If an individual who performed services as a leased employee (within the meaning of section 414(n)(2) of the Code) of anAffiliate becomes an Employee, or if an Employee becomes such a leased employee, then any period as a leased employee shall be taken into account solely forthe purposes of determining whether and when such individual is eligible to participate in the Plan under Article 3 (relating to eligibility), measuring suchindividual’s years of Vesting Service for purposes of the Vesting Requirement and determining when such individual’s Termination of Employment occurs forpurposes of Article 7 (relating to distributions) to the same extent such period would have been taken into account had such service or employment been withan Employer. In addition, any contributions or benefits provided under another plan to such leased employee by his or her leasing organization shall be treatedas provided under this Plan and shall be taken into account under Section 8.1 (relating to statutory limits) to the extent required under Treasury Regulationsection 1.415(a)-1(f)(3). This Section shall not apply to any period during which such a leased 55Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.employee was covered by a plan described in section 414(n)(5) of the Code and leased employees do not constitute more than 20% of the Employer’s nonhighlycompensated work force. Notwithstanding the preceding sentences, an individual who performed services only as a leased employee prior to January 1, 2001shall be treated as not performing an Hour of Service prior to January 1, 2001 solely for the purposes of determining whether such individual qualifies as anEligible Employee under subdivision (16) of Article 2.Section 9.5 Employees who Become Eligible Employees as a Result of Ceasing to be Represented by IBEW Local Union 15. If an Employee who, onthe day he or she first performed an Hour of Service with an Employer, was a member of a collective bargaining unit represented by IBEW Local Union 15and who first became employed by an Employer prior January 1, 2001 later ceases to be a member of a collective bargaining unit represented by IBEW LocalUnion 15, such Employee shall be permitted to elect, in the time and manner prescribed by the Administrator, to either (a) continue to participate in theComEd Plan or (b) participate in this Plan as of the date he or she ceases to be a member of a collective bargaining unit represented by IBEW Local Union 15and have his or her accrued benefit under the ComEd Plan and related assets transferred to the Plan in the manner described in Section 3.1(c) (relating totransfer of benefits and assets to Plan). If an Employee who, on the day he or she first performed an Hour of Service with an Employer, was a member of acollective bargaining unit represented by IBEW Local Union 15 and who first became employed by an Employer on or after January 1, 2001 and participatedin the Exelon Corporation Pension Plan for Bargaining Unit Employees later becomes an Eligible Employee as a result of ceasing to be a member of a collectivebargaining unit represented by IBEW Local Union 15, such Employee shall become a Participant as of the date he or she ceases to be a member of a collectivebargaining unit represented by IBEW Local 56Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Union 15 and shall have his or her accrued benefit under the Exelon Corporation Pension Plan for Bargaining Unit Employees and related assets transferred tothe Plan. If an Employee who, on the day he or she first performed an Hour of Service with an Employer, was a member of a collective bargaining unitrepresented by IBEW Local Union 15 and who first became employed by an Employer on or after January 1, 2001 and who was a participant in theCommonwealth Edison Company Service Annuity System later becomes a member of a collective bargaining unit represented by IBEW Local Union 15,such Employee shall not become a Participant in this Plan.Section 9.6 Employees who Cease to be Eligible Employees as a Result of Becoming Represented by IBEW Local Union 15. If an Employee ceases to bean Eligible Employee as a result of becoming a member of a collective bargaining unit represented by IBEW Local Union 15 and becomes a participant in theExelon Corporation Pension Plan for Bargaining Unit Employees or the Commonwealth Edison Company Service Annuity System, such Employee shall havehis or her accrued benefit under this Plan and related assets transferred to the applicable plan.Section 9.7 Change in Employment Status or Transfer to Affiliate. Except as otherwise provided in Section 9.8 and elsewhere in the Plan, if anEmployee who was a Participant transfers employment to or is reemployed by an Employer or an Affiliate in a job classification with respect to whichsimilarly situated employees of such Employer or Affiliate are not eligible to participate in the Plan but are instead either eligible to participate in another planmaintained by such Employer or Affiliate or are not eligible to participate in any plan, then such individual shall upon such transfer or reemploymentparticipate in the plan, if any, determined pursuant to rules established by the Company, which rules may be set forth in a Supplement hereto. 57Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 9.8 Transfer of Employment to or from Facilities formerly Owned by CEG. Effective as of the Effective Time (as such term is defined in theMerger Agreement), if a Participant who was a Participant on or prior to the Effective Time transfers employment to or is reemployed by an Employer or anAffiliate in a job classification with respect to which similarly situated employees of such Employer or Affiliate are not eligible to participate in the Plan but areinstead eligible to participate in a Company Benefit Plan (as such term is defined in the Merger Agreement) that is intended to be a defined benefit pension planqualified under Section 401(a) of the Code (each such plan, a “CEG Pension Plan”) , then such individual shall upon such transfer or reemployment remain aParticipant in the Plan and shall not participate in the CEG Pension Plan. If a participant in the CEG Pension Plan who was a participant in such plan on orprior to the Effective Time transfers employment to or is reemployed by an Employer or an Affiliate in a job classification with respect to which similarlysituated employees of such Employer or Affiliate are not eligible to participate in such plan but are instead eligible to participate in the Plan, then suchindividual shall upon such transfer or reemployment remain a participant in the CEG Pension Plan and shall not participate in the Plan.ARTICLE 10ADMINISTRATIONSection 10.1 The Administrator, the Investment Office and the Corporate Investment Committee.(a) The Administrator. The Company’s Vice President, Health & Benefits, or such other person or committee appointed by the Chief Human ResourcesOfficer from time to time (such vice president or other person or committee, the “Administrator”), shall be the “administrator” of the Plan, within the meaningof such term as used in ERISA. In addition, the 58Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Administrator shall be the “named fiduciary” of the Plan, within the meaning of such term as used in ERISA, solely with respect to administrative mattersinvolving the Plan and not with respect to any investment of the Plan’s assets. The Administrator shall have the following duties, responsibilities and rights:(i) The Administrator shall have the duty and discretionary authority to interpret and construe this Plan in regard to all questions of eligibility, thestatus and rights of Participants, Beneficiaries and other persons under this Plan, and the manner, time, and amount of payment of any distributionsunder this Plan. The determination of the Administrator with respect to an Employee’s years of Vesting Service, the amount of the Employee’sCompensation, and any other matter affecting payments under the Plan shall be final and binding. Benefits under the Plan shall be paid to a Participantor Beneficiary only if the Administrator, in his or her discretion, determines that such person is entitled to benefits.(ii) Each Employer shall, from time to time, upon request of the Administrator, furnish to the Administrator such data and information as theAdministrator shall require in the performance of his or her duties.(iii) The Administrator shall direct the Trustee to make payments of amounts to be distributed from the Trust Fund under Article 7 (relating todistributions). In addition, it shall be the duty of the Administrator to certify to the Trustee the names and addresses of all Participants, the amounts ofall Pensions, the dates of death of Participants and all proceedings and acts of the Administrator necessary or desirable for the Trustee to be fullyinformed as to the Pension to be paid out of the Trust Fund.(iv) The Administrator shall have all powers and responsibilities necessary to administer the Plan, except those powers that are specifically vestedin the Investment Office, the Corporate Investment Committee or the Trustee.(v) The Administrator may require a Participant or Beneficiary to complete and file certain applications or forms approved by the Administratorand to furnish such information requested by the Administrator. The Administrator and the Plan may rely upon all such information so furnished to theAdministrator.(vi) The Administrator shall be the Plan’s agent for service of legal process and forward all necessary communications to the Trustee. 59Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Removal of Administrator. The Chief Human Resources Officer shall have the right at any time, with or without cause, to remove the Administrator(including any member of a committee that constitutes the Administrator). The Administrator may resign and the resignation shall be effective upon delivery ofthe written resignation to the Chief Human Resources Officer or upon the Administrator’s termination of employment with the Employers. Upon theresignation, removal or failure or inability for any reason of the Administrator to act hereunder, the Chief Human Resources Officer shall appoint a successor.Any successor Administrator shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of the predecessor.None of the Company, any officer, employee or member of the board of directors of the Company who is not the Chief Human Resources Officer, nor anyother person shall have any responsibility regarding the retention or removal of the Administrator.(c) The Investment Office. The Investment Office, shall be the “named fiduciary” of the Plan, within the meaning of such term as used in ERISA,solely with respect to matters involving the investment of assets of the Plan and, any contrary provision of the Plan notwithstanding, in all events subject tothe limitations contained in section 404(a)(2) of ERISA and all other applicable limitations. The Investment Office shall have the following duties,responsibilities and rights:(i) The Investment Office shall be the “named fiduciary” for purposes of directing the Trustee as to the investment of amounts held in the TrustFund and for purposes of appointing one or more investment managers as described in ERISA.(ii) The Investment Office shall submit to the Corporate Investment Committee annual manager review results and such other reports anddocuments as may be necessary for the Corporate Investment Committee to monitor the activities and performance of the Investment Office. 60Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iii) Each Employer shall, from time to time, upon request of the Investment Office, furnish to the Investment Office such data and information asthe Investment Office shall require in the performance of its duties.(d) The Corporate Investment Committee. The Company acting through the Corporate Investment Committee shall be responsible for overall monitoringof the performance of the Investment Office. The Corporate Investment Committee shall have the following duties, responsibilities and rights:(i) The Corporate Investment Committee shall monitor the activities and performance of the Investment Office and shall review annual managerreview results and any other reports and documents submitted by the Investment Office.(ii) The Corporate Investment Committee shall have authority to approve asset allocation recommendations of the Investment Office, and approvethe retention or firing of any investment consultant (but not any investment manager), custodian or trustee, as recommended by the Investment Office.(iii) The Corporate Investment Committee and the Company’s Chief Investment Officer shall have the right at any time, with or without cause, toremove one or more employees of the Exelon Investment Office or to appoint another person or committee to act as Investment Office. Any successorInvestment Office employee shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of thepredecessor.The power and authority of the Corporate Investment Committee with respect to the Plan shall be limited solely to the monitoring and removal of the InvestmentOffice and approval of the recommendations specified in clause (ii) above. The Corporate Investment Committee shall have no responsibility for makinginvestment decisions, appointing or firing investment managers or for any other duties or responsibilities with respect to the Plan, other than those specificallylisted herein.(e) Status of Administrator, the Investment Office and the Corporate Investment Committee. The Administrator, any person acting as, or on behalf of,the Investment Office, and any member of the Corporate Investment Committee may, but need not, be an Employee, trustee 61Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.or officer of an Employer and such status shall not disqualify such person from taking any action hereunder or render such person accountable for anydistribution or other material advantage received by him or her under this Plan, provided that no Administrator, person acting as, or on behalf of, theInvestment Office, or any member of the Corporate Investment Committee who is a Participant shall take part in any action of the Administrator or theInvestment Office on any matter involving solely his or her rights under this Plan.(f) Notice to Trustee of Members. The Trustee shall be notified as to the names of the Administrator and the person or persons authorized to act onbehalf of the Investment Office.(g) Allocation of Responsibilities. Each of the Administrator, the Investment Office and the Corporate Investment Committee may allocate their respectiveresponsibilities and may designate any person, persons, partnership or corporation to carry out any of such responsibilities with respect to the Plan. Any suchallocation or designation shall be reduced to writing and such writing shall be kept with the records of the Plan.(h) General Governance. The Corporate Investment Committee shall elect one of its members as chairman and appoint a secretary, who may or may notbe a member of such Committee. All decisions of the Corporate Investment Committee shall be made by the majority, including actions taken by writtenconsent. The Administrator, the Investment Office and the Corporate Investment Committee may adopt such rules and procedures as it deems desirable for theconduct of its affairs, provided that any such rules and procedures shall be consistent with the provisions of the Plan. 62Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(i) Indemnification. The Employers hereby jointly and severally indemnify the Administrator, the persons employed in the Exelon Investment Office, themembers of the Corporate Investment Committee, the Chief Human Resources Officer, and the directors, officers and employees of the Employers and each ofthem, from the effects and consequences of their acts, omissions and conduct in their official capacity with respect to the Plan (including but not limited tojudgments, attorney fees and costs with respect to any and all related claims, subject to the Company’s notice of and right to direct any litigation, select anycounsel or advisor, and approve any settlement), except to the extent that such effects and consequences result from their own willful misconduct. Theforegoing indemnification shall be in addition to (and secondary to) such other rights such persons may enjoy as a matter of law or by reason of insurancecoverage of any kind.(j) No Compensation. None of the Administrator, any person employed in the Exelon Investment Office nor any member of the Corporate InvestmentCommittee may receive any compensation or fee from the Plan for services as the Administrator, Investment Office or a member of the Corporate InvestmentCommittee; provided, however that nothing contained herein shall preclude the Plan from reimbursing the Company or any Affiliate for compensation paid toany such person if such compensation constitutes “direct expenses” for purposes of ERISA. The Employers shall reimburse the Administrator, the personsemployed in the Exelon Investment Office and the members of the Corporate Investment Committee for any reasonable expenditures incurred in the discharge oftheir duties hereunder.(k) Employ of Counsel and Agents. The Administrator, the Investment Office and the Corporate Investment Committee may employ such counsel (whomay be counsel for an Employer) and agents and may arrange for such clerical and other services as each may require in carrying out its respective dutiesunder the Plan. 63Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.2 Claims Procedure. Any Participant or distributee who believes he or she is entitled to benefits in an amount greater than those which he orshe is receiving or has received may file a claim with the Administrator. Such a claim shall be in writing and state the nature of the claim, the facts supportingthe claim, the amount claimed, and the address of the claimant. The Administrator shall review the claim and, unless special circumstances require anextension of time, within 90 days after receipt of the claim, give notice to the claimant, either in writing by registered or certified mail or in an electronicnotification, of the Administrator’s decision with respect to the claim. Any electronic notice delivered to the claimant shall comply with the standards imposedby applicable Regulations. If the Administrator determines that special circumstances require an extension of time for processing the claim, the claimant shallbe so advised in writing within the initial 90-day period and in no event shall such an extension exceed 90 days. The extension notice shall indicate the specialcircumstances requiring an extension of time and the date by which the Administrator expects to render the benefit determination. The notice of the decision ofthe Administrator with respect to the claim shall be written in a manner calculated to be understood by the claimant and, if the claim is wholly or partiallydenied, the Administrator shall notify the claimant of the adverse benefit determination and shall set forth the specific reasons for the adverse determination,the references to the specific Plan provisions on which the determination is based, a description of any additional material or information necessary for theclaimant to perfect the claim, an explanation of why such material or information is necessary, and a description of the claim review procedure under the Planand the time limits applicable to such procedures, including a statement of the claimant’s right (subject to the limitations described in Section 13.11 (relating tostatute of limitations for actions under the Plan) and 13.12 (relating to forum for legal actions under the Plan)) to bring a civil action 64Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.under section 502 of ERISA following an adverse benefit determination on review. The Administrator shall also advise the claimant that the claimant or theclaimant’s duly authorized representative may request a review by the Chief Human Resources Officer (or such other officer designated from time to time bythe Chief Human Resources Officer) of the adverse benefit determination by filing with such officer, within 60 days after receipt of a notification of an adversebenefit determination, a written request for such review. The claimant shall be informed that, within the same 60-day period, he or she (a) may be provided,upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefitsand (b) may submit to the officer written comments, documents, records and other information relating to the claim for benefits. If a request is so filed, reviewof the adverse benefit determination shall be made by the officer within, unless special circumstances require an extension of time, 60 days after receipt ofsuch request, and the claimant shall be given written notice of the officer’s final decision. If the officer determines that special circumstances require anextension of time for processing the claim, the claimant shall be so advised in writing within the initial 60-day period and in no event shall such an extensionexceed 60 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the officer expects to renderthe determination on review. The review of the officer shall take into account all comments, documents, records and other information submitted by theclaimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The notice of thefinal decision shall include specific reasons for the determination and references to the specific Plan provisions on which the determination is based and shallbe written in a manner calculated to be understood by the claimant. 65Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.3 Notices to Participants, Etc. All written notices, reports and statements given, made, delivered or transmitted to a Participant or Beneficiaryor any other person entitled to or claiming benefits under the Plan shall be deemed to have been duly given, made or transmitted when mailed by first classmail with postage prepaid and addressed to the Participant or Beneficiary or such other person at the address last appearing on the records of theAdministrator. A Participant or Beneficiary or other person may record any change of his or her address from time to time by written notice filed with theAdministrator.Section 10.4 Responsibility to Advise Administrator of Current Address. Each person entitled to receive a payment under the Plan shall file with theAdministrator in writing his or her complete mailing address and each change therein. A check or communication mailed to any person at his or her addresson file with the Administrator shall be deemed to have been received by such person for all purposes of the Plan, and neither the Administrator, the Employersnor the Trustee shall be obliged to search for or ascertain the location of any person. If the Administrator shall be in doubt as to whether payments are beingreceived by the person entitled thereto, it shall, by registered mail addressed to the person concerned at his or her last address known to the Administrator,notify such person that all future Pension payments will be withheld until such person submits to the Administrator evidence of his or her continued life andhis or her proper mailing address.Section 10.5 Notices to Employers or Administrator. Written directions, notices and other communications from Participants or Beneficiaries or anyother persons entitled to or claiming benefits under the Plan to the Employers or the Administrator shall be deemed to have been duly given, made ortransmitted either when delivered to such location as shall be specified upon the form prescribed by the Administrator for the giving of such directions, noticesand other communications or when mailed by first class mail with postage prepaid and addressed to the addressee at the address specified upon such forms. 66Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.6 Responsibility to Furnish Information and Sign Documents. Each person entitled to a payment under the Plan shall furnish suchinformation and data, including birth certificates or other evidence of age satisfactory to the Administrator, and sign such documents as may reasonably berequested by the Administrator or the Trustee in connection with the administration of the Plan.Section 10.7 Records. Each of the Administrator, the Investment Office and the Corporate Investment Committee shall keep a record of all of theirrespective proceedings, if any, and shall keep or cause to be kept all books of account, records and other data as may be necessary or advisable in theirrespective judgment for the administration of the Plan, the administration of the investments of the Plan or the monitoring of the investment activities of thePlan, as applicable.Section 10.8 Actuary to be Employed. The Company or the Investment Office shall engage an actuary to do such technical and advisory work as theCompany or the Investment Office may request, including analyses of the experience of the Plan from time to time, the preparation of actuarial tables for themaking of computations thereunder, and the submission to the Company or the Investment Office of an annual actuarial report, which report shall containinformation showing the financial condition of the Plan, a statement of the contributions to be made by the Employers for the ensuing year, and such otherinformation as may be requested by the Company or the Investment Office. 67Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 10.9 Funding Policy. The Company shall establish a funding policy and method consistent with the objectives of the Plan and the requirementsof Title I of ERISA and shall communicate such policy and method, and any changes in such policy and method, to the Investment Office.Section 10.10 Electronic Media. Notwithstanding any provision of the Plan to the contrary and for all purposes of the Plan, to the extent permitted by theAdministrator and any applicable law or Regulation, the use of electronic technologies shall be deemed to satisfy any written notice, consent, delivery,signature, disclosure or recordkeeping requirement under the Plan, the Code or ERISA to the extent permitted by or consistent with applicable law andRegulations. Any transmittal by electronic technology shall be deemed delivered when successfully sent to the recipient, or such other time specified by theAdministrator.Section 10.11 Correction of Error. If it comes to the attention of the Administrator that an error has been made in the amount of benefits payable, or paid,to any Participant or Beneficiary under the Plan, the Administrator shall be permitted to correct such error by whatever means that the Administrator, in itssole discretion determines, including by offsetting future benefits payable to the Participant or Beneficiary or requiring repayment of benefits to the Plan, exceptthat no adjustment need be made with respect to any Participant or Beneficiary whose benefit has been distributed in full prior to the discovery of such error.ARTICLE 11PARTICIPATION BY OTHER EMPLOYERSSection 11.1 Adoption of Plan. With the consent of the Company, any entity may become a participating Employer under the Plan with respect to all ora designated group of its employees by taking such action as shall be necessary or desirable to adopt the Plan and executing and delivering such instrumentsas may be necessary or desirable to put the Plan into effect with respect to such entity. 68Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 11.2 Withdrawal from Participation. Any Employer shall terminate its participation in the Plan at any time, under such circumstances as theCompany may provide, by delivering to the Company a duly certified copy of a resolution of its board of directors (or other governing body) to that effect, orby ceasing to be a member of the same controlled group as the Company (within the meaning of section 1563(a) of the Code).Section 11.3 Company and Administrator as Agent for Employers. Each entity which shall become a participating Employer pursuant to Section 11.1(relating to adoption of the Plan) or Article 12 (relating to continuance by a successor) by so doing shall be deemed to have appointed the Company and theAdministrator its agent to exercise on its behalf all of the powers and authorities hereby conferred upon the Company and the Administrator by the terms of thePlan, including, but not by way of limitation, the power to amend and terminate the Plan. The authority of the Company and the Administrator to act as suchagent shall continue unless and until the portion of the Trust held for the benefit of Employees of the particular Employer and their Beneficiaries is set aside ina separate trust as provided in Section 15.2 (relating to establishment of separate plan).ARTICLE 12CONTINUANCE BY A SUCCESSORIn the event that an Employer is reorganized by way of merger, consolidation, transfer of assets or otherwise, so that another entity succeeds to all orsubstantially all of the Employer’s business, such successor entity may be substituted for the Employer under the Plan by adopting the Plan and becoming aparty to the Trust agreement. If, within 90 days following the effective 69Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.date of any such reorganization, such successor entity shall not have elected to become a party to the Plan, or if the Employer adopts a plan of completeliquidation other than in connection with a reorganization, the Plan shall be automatically terminated with respect to Employees of such Employer as of theclose of business on the 90th day following the effective date of such reorganization or as of the close of business on the date of adoption of such plan ofcomplete liquidation, as the case may be. If such successor entity is substituted for the Employer by electing to become a party to the Plan as described above,then, for all purposes of the Plan, employment with such successor entity and compensation paid by such successor entity shall be considered to beemployment with, and Compensation paid by, an Employer.ARTICLE 13MISCELLANEOUSSection 13.1 Expenses. The expenses of the Trustee in the administration of the Trust Fund, including compensation, if any, to the Trustee for itsservices, shall be paid by the Company or the Employers. All costs and expenses incurred in the operation of the Trust Fund, to the extent not described in thepreceding sentence, and all costs and expenses incurred in the operation of the Plan or the Trust Fund, as applicable, including, but not limited to, “directexpenses” incurred in administering the Plan and the Trust Fund (including compensation paid to any employee of an Employer or an Affiliate who is engagedin the administration of the Plan or the Trust Fund), the expenses of the Administrator, the Investment Office and the Corporate Investment Committee, thefees of counsel and any agents for the Trustee, the Administrator, the Investment Office or the Corporate Investment Committee, and the fees of investmentmanagers that manage assets of the Trust Fund, as applicable, shall be paid by the Trustee from the Trust Fund in such proportion as the Investment Office,in its sole discretion, shall determine, to the extent such expenses are not paid by the Employers and to the extent permitted under ERISA, 70Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Regulations and other applicable laws. Notwithstanding the foregoing, the Administrator or the Investment Office may authorize an Employer to act as an agentof the Plan to pay any expenses, and the Employer shall be reimbursed from the Trust Fund for such payments.Section 13.2 Non-Assignability. (a) In General. It is a condition of the Plan, and all rights of each Participant and Beneficiary shall be subject thereto,that no right or interest of any Participant or Beneficiary in the Plan shall be assignable or transferable in whole or in part, either directly or by operation of lawor otherwise, including, but not limited to, by way of limitation, execution, levy, garnishment, attachment, pledge or bankruptcy, but excluding devolution bydeath or mental incompetency, and no right or interest of any Participant or Beneficiary in the Plan shall be liable for, or subject to, any obligation or liabilityof such Participant or Beneficiary, including claims for alimony or the support of any Spouse.(b) Exception for Qualified Domestic Relations Orders. Notwithstanding any provision of the Plan to the contrary, if a Participant’s Accrued Benefitunder the Plan, or any portion thereof, shall be the subject of one or more Qualified Domestic Relations Orders, such Accrued Benefit or portion thereof shallbe paid to the person and at the time and in the manner specified in any such order. The Administrator or its agent, in its sole discretion, shall determinewhether any order constitutes a Qualified Domestic Relations Order under this paragraph (b). A domestic relations order shall not fail to constitute a QualifiedDomestic Relations Order under this paragraph (b) solely because such order provides for immediate payment to an alternate payee of the portion of theParticipant’s Accrued Benefit assigned to the alternate payee under the terms of such order. 71Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 13.3 Employment Non-Contractual. Neither this Plan nor any action taken by the Administrator or the Investment Office confers any right uponan Employee to continue in employment with any Employer.Section 13.4 Limitation of Rights. A Participant or distributee shall have no right, title or claim in or to any specific asset of the Trust Fund, but shallhave the right only to distributions from the Trust Fund on the terms and conditions he or she herein provided. Neither this Plan nor any action taken by theAdministrator or the Investment Office shall obligate any Employer to make contributions to the Trust in excess of the contributions authorized by the boardof directors of the Company or create any liability on an Employer for the payment of Pensions under this Plan.Section 13.5 Merger or Consolidation with Another Plan. A merger or consolidation with, or transfer of assets or liabilities to, any other plan shall not beeffected unless the terms of such merger, consolidation or transfer are such that each Participant, distributee, Beneficiary or other person entitled to receivebenefits from the Plan would, if the Plan were to terminate immediately after the merger, consolidation or transfer, receive a benefit equal to or greater than thebenefit such person would be entitled to receive if the Plan were to terminate immediately before the merger, consolidation, or transfer.Section 13.6 Construction. (a) General. Wherever used in the Plan, words in the masculine gender shall include masculine or feminine gender, and,unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular. All references toemployment or the rehire or termination thereof shall refer to employment by any and all Employers, and to the extent provided herein, and, to the extentrequired by Section 3.2 (relating to transfers to affiliates) and Section 9.3 (relating to employment by related entities), any and all Affiliates, unless the contextrequires otherwise. 72Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) Definition of “Highly Compensated Employee”. Wherever applicable for purposes of satisfying legal requirements applicable to the Plan, the term“highly compensated employee” shall mean any Employee who performs service in the determination year and who (a) is a 5%-owner (as determined undersection 416(i)(1)(A)(iii) of the Code) at any time during the Plan Year or the preceding Plan Year or (b) both (1) is paid compensation in excess of $80,000 (asadjusted for increases in the cost of living in accordance with section 414(q)(1)(B)(ii) of the Code) from an Employer for the preceding Plan Year, and (2) is inthe group of employees consisting of the top 20% of the employees of the Employer and its Affiliates when ranked on the basis of compensation paid duringsuch preceding Plan Year.Section 13.7 Applicable Law. Except to the extent preempted by applicable federal law or otherwise provided under the terms of the Plan, the Plan and allrights hereunder shall be governed by and construed in accordance with the laws of the State of Illinois.Section 13.8 Severability. If a provision of the Plan shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of thePlan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan.Section 13.9 No Guarantee. None of the Administrator, the Investment Office, the Corporate Investment Committee, the Employers, nor the Trustee inany way guarantees the Trust from loss or depreciation nor the payment of any money that may be or become due to any person from the Trust Fund orpursuant to the Plan. Nothing herein contained shall be deemed to give any Participant, distributee, or Beneficiary an interest in any specific part of the TrustFund or any other interest, right or claim except the right to receive benefits out of the Trust Fund in accordance with the provisions of the Plan and the TrustFund. 73Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 13.10 Military Service. Notwithstanding any provision of the Plan to the contrary, contributions, benefits and Service with respect to MilitaryService shall be provided in accordance with section 414(u) of the Code.Section 13.11 Statute of Limitations for Actions under the Plan. Except for actions to which the statute of limitations prescribed by section 413 of ERISAapplies, (a) no legal or equitable action relating to a claim for benefits under section 502 of ERISA may be commenced later than one year after the claimantreceives a final decision from the Chief Human Resources Officer (or such other officer designated from time to time by the Chief Human Resources Officer)in response to the claimant’s request for review of the adverse benefit determination and (b) no other legal or equitable action involving the Plan may becommenced later than two years from the time the person bringing an action knew, or had reason to know, of the circumstances giving rise to the action. Thisprovision shall not be interpreted to extend any otherwise applicable statute of limitations, nor to bar the Plan or its fiduciaries from recovering overpaymentsof benefits or other amounts incorrectly paid to any person under the Plan at any time or bringing any legal or equitable action against any party.Section 13.12 Forum for Legal Actions under the Plan. Any legal action involving the Plan that is brought by any Participant, any Beneficiary or anyother person shall be litigated in the federal courts located in the Northern District of Illinois or the Eastern District of Pennsylvania, whichever is mostconvenient, and no other federal or state court. 74Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 13.13 Legal Fees. Any award of legal fees in connection with an action involving the Plan shall be calculated pursuant to a method that results inthe lowest amount of fees being paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees be awarded for workrelated to (a) administrative proceedings under the Plan, (b) unsuccessful claims brought by a Participant, Beneficiary or any other person, or (c) actions thatare not brought under ERISA. In calculating any award of legal fees, there shall be no enhancement for the risk of contingency, nonpayment or any other risknor shall there be applied a contingency multiplier or any other multiplier. In any action brought by a Participant, Beneficiary or any other person against thePlan, the Administrator, any member of the Exelon Investment Office, any member of the Corporate Investment Committee, the Chief Human ResourcesOfficer, any Plan fiduciary, the Company, its affiliates or their respective officers, directors, employees, or agents (the “Plan Parties”), legal fees of the PlanParties in connection with such action shall be paid by the Participant, Beneficiary or other person bringing the action, unless the court specifically finds thatthere was a reasonable basis for the action.ARTICLE 14TOP-HEAVY PLAN REQUIREMENTSSection 14.1 Top-Heavy Plan Determination. If as of the determination date (as hereinafter defined) for any Plan Year the aggregate present value of (i) theaccrued benefits under the Plan and under all other defined benefit plans in the aggregate group (as hereinafter defined) and (ii) the aggregate account balancesunder all defined contribution plans in such aggregation group, in each case with respect to all participants in such plans who are key employees (as defined insection 416(i) of the Code) for such Plan Year, exceeds 60% of the aggregate present value of accrued benefits and the account balances of all participants in allsuch plans as of the determination date, then the Plan shall be a top-heavy plan for such Plan 75Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Year and the requirements of Sections 14.3 (relating to minimum benefits for top-heavy years) and 14.4 (relating to top-heavy vesting requirements) shall beapplicable for such Plan Year as of the first day thereof. If the Plan shall be a top-heavy plan for any Plan Year, such requirements shall not be applicable forsuch subsequent Plan Year except to the extent provided in Section 14.3 (relating to minimum benefits for top-heavy years).Section 14.2 Definitions and Special Rules. (a) Definitions. For purposes of this Article, the following definitions shall apply:(i) Determination Date. The determination date for all plans in the aggregation group shall be the last day of the preceding plan year, and thevaluation date applicable to a determination date shall be (a) in the case of a defined contribution plan, the date as of which account balances aredetermined that is coinciding with or immediately precedes the determination date, and (b) in the case of a defined benefit plan, the date as of which themost recent actuarial valuation for the plan year that includes the determination date is prepared, except that if any such plan specifies a differentdetermination or valuation date, such different date shall be used with respect to such plan.(ii) Aggregation Group. The aggregation group shall consist of (a) each plan of an Employer in which a key employee is a participant, (b) eachother plan that enables such a plan to be qualified under section 401(a) of the Code, and (c) any other plans of an Employer that the Companydesignates as part of the aggregation group.(iii) Key Employee. Key employee shall have the meaning set forth in section 416(i) of the Code.(iv) Top-Heavy Compensation. Top-heavy compensation shall have the meaning set forth in section 1.415(c)-2 of the Treasury Regulations.(b) Special Rules. For the purpose of determining the accrued benefit or account balance of a participant, the accrued benefit or account balance of anyperson who has not been actively at work with an Employer at any time during the one-year period ending on the determination date shall not be taken intoaccount pursuant to this Section, and any person who received a distribution from a plan (including a plan that has terminated) in the aggregation 76Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.group during the one-year period ending on the determination date shall be treated as a participant in such plan, and any such distribution shall be included insuch participant’s account balance or accrued benefit, as the case may be; provided, however, that in the case of a distribution made for a reason other than aParticipant’s severance from employment, death or disability, this sentence shall be applied by substituting “five-year period” for “one-year period”.Section 14.3 Minimum Benefit for Top-Heavy Years. (a) The Pension to which a Participant is entitled at Normal Retirement Age under Section 7.2(relating to form of distribution) shall in no event be less than two percent of the Participant’s highest average compensation (as hereinafter defined) multipliedby the number of the Participant’s years of Vesting Service, determined as provided below, not in excess of ten. For purposes of this Section, (i) a Participant’syears of Vesting Service shall mean his or her years of Vesting Service but excluding any year of Vesting Service completed in a Plan Year for which the Planwas not a top-heavy plan, and (ii) a Participant’s highest average compensation shall be the annual average of his or her top heavy compensation for the periodof consecutive calendar years not exceeding 5 during which the Participant’s top heavy compensation was the greatest, except that calendar years after the lastPlan Year for which the Plan was top-heavy shall be disregarded.(b) The provisions of paragraph (a) of this Section shall not apply with respect to a Participant if, for each year in which the Plan is a top-heavy plan,(i) the eligible employee’s Employer also maintains a defined contribution plan which is included in the aggregation group for such year and (ii) under suchplan, contributions made and forfeitures allocated to each eligible employee (other than key employees) equal 5% of such Participant’s top heavy compensationfor each Plan Year the Plan is top-heavy. 77Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 14.4 Top-Heavy Vesting Requirements. If a Participant’s Termination of Employment shall occur during a Plan Year for which a Plan is a top-heavy plan as defined in section 416(i) of the Code and after the Participant shall have completed at least three years of Vesting Service, the Participant shall bedeemed to have satisfied the Vesting Requirement and shall be entitled to the Pension described in Section 7.2 (relating to form of distribution).ARTICLE 15AMENDMENT, ESTABLISHMENT OF SEPARATEPLAN AND TERMINATIONSection 15.1 Amendment. The board of directors of the Company (or a committee thereof) may at any time and from time to time amend or modify thisPlan in any manner deemed by the board of directors of the Company to be necessary or desirable, provided, however, that in the case of any amendment ormodification that would not result in an aggregate annual cost to the Company of more than $50,000,000, the Plan may be amended or modified by action ofthe Chief Human Resources Officer (with the consent of the Chief Executive Officer in the case of a discretionary amendment or modification expected to resultin an increase in annual expense or liability account balance exceeding $250,000) or another executive officer holding title of equivalent or greater. Any suchamendment or modification shall become effective on such date as the board (or committee thereof) or executive shall determine and may apply to Participantsin this Plan at the time thereof as well as to future Participants, provided, however, that, unless permitted by applicable law, no such amendment ormodification which reduces the basis for the computation of Pensions shall be retroactive as to service prior to the date of such amendment or modification. 78Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 15.2 Establishment of Separate Plan. If an Employer shall withdraw from this Plan under Section 11.2 (relating to withdrawal fromparticipation), the Investment Office shall determine the portion of the Trust Fund held by the Trustee which is applicable to the Participants of suchEmployer and direct the Trustee to segregate such portion in a separate trust. Such separate trust shall thereafter be held and administered as a part of theseparate plan of such Employer.Section 15.3 Termination of the Plan by an Employer. The Company may at any time, by resolution adopted by its board of directors, terminate thisPlan in its entirety. In addition, any Employer may at any time terminate its participation in this Plan by resolution adopted by its board of directors to thateffect. Contributions of an Employer to the Plan are conditioned on the receipt from the Internal Revenue Service of an initial favorable determination letter thatthis Plan and the Trust Fund as adopted by the Company meets the requirements of section 401(a) of the Code and that the Trust Fund is exempt from taxunder section 501(a) of the Code, and if the Internal Revenue Service shall refuse to issue such letter, any Employer may terminate its participation in thisPlan and direct the Trustee to pay and deliver to that Employer the portion of the Trust Fund applicable to its contributions.Section 15.4 Vesting and Distribution Upon Termination or Partial Termination. Upon termination or partial termination of the Plan, the benefit as of thedate of termination or partial termination, as the case may be, of all affected Participants shall be fully vested; provided, however, that full vesting shall berequired with respect to a termination or partial termination only to the extent the Plan is then funded.Allocation and distribution of the terminated portion of the Trust Fund shall thereafter be made in accordance with the applicable requirements of ERISAand the Code and with any applicable approval of the Pension Benefit Guaranty Corporation (the “PBGC”). If the 79Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Administrator is notified by PBGC that PBGC is unable to determine that the Trust Fund is sufficient to discharge when due all obligations of the Plan withrespect to benefits guaranteed by PBGC pursuant to section 4022 of ERISA, then the allocation and distribution of such portion of the Trust Fund shall bemade only under the direction of PBGC or a United States district court pursuant to section 4044 of ERISA.In the event that, after the termination of the Plan, any assets remain after such allocation, such assets shall be paid to the Company. The portion of theassets allocated to provide benefits to any person or group of persons may be applied for the benefit of such person or persons by the distribution of cash,continuance of the Trust Fund, establishment of a new Trust Fund, purchase of annuities from an insurance company, or otherwise, as determined by theInvestment Office in its sole discretion; provided, however, that the benefit of any Participant or former Participant who is married and has satisfied theVesting Requirement shall, unless such person shall elect otherwise, be paid in the form set forth in Section 7.2(b) (relating to manner of distribution withrespect to married Participants) and, if the surviving Spouse of a deceased Participant or deceased former Participant is entitled to receive a benefit pursuant toSection 7.2(b) (relating to manner of distribution with respect to married Participants) or Section 7.3 (relating to pre-retirement death benefits), as the case maybe, such benefit shall, unless such person shall elect otherwise, be paid in the form set forth therein.Contributions of an Employer to the Plan are conditioned on the receipt from the Internal Revenue Service of an initial favorable determination letter thatthe Plan and Trust Fund as adopted by the Company meet the requirements of section 401(a) of the Code and that the Trust Fund is exempt from tax undersection 501(a) of the Code, and, in the event that the Internal Revenue Service shall refuse to issue such letter, the Company may terminate the Plan and shalldirect the Trustee to pay and deliver the Trust Fund to the Company. 80Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 15.5 Trust Fund to Be Applied Exclusively for Participants and Their Beneficiaries. Subject only to the provisions of Section 4.2 (relating tolimitation on contributions) and 15.4 (relating to vesting and distribution upon termination or partial termination), and any other provision of the Plan to thecontrary notwithstanding, it shall be impossible for any part of the Trust Fund to be used for or diverted to any purpose not for the exclusive benefit ofParticipants and their beneficiaries and the payment of expenses in accordance with Section 13.1 (relating to expenses) either by operation or termination of thePlan, power of amendment or otherwise. 81Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer on this day of December,2013. EXELON CORPORATIONBy: Amy E. BestSenior Vice President and Chief Human Resources Officer 82Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit AIncentive Pay PlansExelon Corporation Annual Incentive Award Plan (or the equivalent cash incentive award program applicable to employees in salary band VII or higher)Exelon Corporation Quarterly Incentive Award ProgramSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Appendix IList of EmployersSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table TTransition Credit Factors Age on 12/31/2001 Percentage Age on 12/31/2001 Percentage <31 2.0 41 4.6 31 2.4 42 4.7 32 2.8 43 4.8 33 3.2 44 4.9 34 3.6 45 5.0 35 4.0 46 5.2 36 4.1 47 5.4 37 4.2 48 5.6 38 4.3 49 5.8 39 4.4 50+ 6.0 40 4.5 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE APROVISIONS APPLICABLE TOACCRUED FROZEN BENEFITUNDER THE COMMONWEALTH EDISON COMPANYSERVICE ANNUITY SYSTEM 1.APPLICATIONThis Schedule shall apply only to a Participant who elects to participate in the Plan pursuant to Section 3.1(b) of the Plan (relating to eligibility forparticipation for employees other than new hires) or Section 9.1 of the Plan (relating to recommencement of employment by terminated employee) and whoseaccrued benefit under the ComEd Plan is transferred to the Plan pursuant to Section 3.1(c) of the Plan (relating to transfer of benefits and assets to Plan) orSection 9.1 of the Plan. The provisions of this Schedule shall govern with respect to all matters relating to such a Participant’s Accrued Frozen Benefit. 2.DEFINED TERMSFor purposes of this Schedule A, capitalized terms used herein shall have their respective meanings set forth in the Plan, except that the following words andphrases shall have the following respective meanings when capitalized unless the context clearly indicates otherwise: A.Accrued Frozen Benefit. The amount payable with respect to a Participant’s accrued benefit under the ComEd Plan determined as of December 31,2001 commencing on the first day of the month coinciding with or next following a Participant’s Schedule A Normal Retirement Age, determinedas if such amount were payable in the form of a single life annuity for the life of the Participant. B.Child. A Participant’s natural child born prior to the Participant’s Pension Starting Date or a child adopted by a Participant prior to theParticipant’s Pension Starting Date. C.Consumer Price Index. The United States Bureau of Labor Statistics Consumer Price Index (U.S. City Average 1967 = 100). Such term shall alsomean such index as it may from time to time be changed or, if it shall be discontinued, the most nearly comparable index, appropriately adjustedto yield results comparable with those which would have been produced if the index as defined in the preceding sentence had been used, asdetermined by the Investment Office. D.Credited Service. A Participant’s Credited Service includes the Participant’s “credited service” as of the date he or she becomes a Participant,determined in accordance with the provisions of the ComEd Plan as in effect on such date, and the period beginning on the date the Participantbecomes a Participant during which the Participant shall have been an Employee, including, (a) any period 1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. during which the Participant is in Military Service, provided that the Participant returns to the employ of an Employer within the periodprescribed by laws relating to the reemployment rights of persons in Military Service, (b) any period for which back pay is awarded to theParticipant and pursuant to which award the Participant is required to receive credited service under the Plan, (c) the period following Terminationof Employment on account of a total and permanent disability during which the Participant is receiving benefits under any Employer’s long termdisability plan and (d) as and to the extent provided by resolutions of the board of directors of the Company, (i) any period of employment byAffiliates or other companies, and (ii) any period of authorized absence from such employment or from employment as an Eligible Employee. AParticipant’s periods of Credited Service before and after a Period of Severance that is not included in the Participant’s Credited Service pursuantto the preceding sentences shall be aggregated only if (i) the Participant completes at least one year of Credited Service after such period of absenceand (ii) the number of years of such Period of Severance is less than five. E.Dependent Minor Child. A Child who, as of the time of the Participant’s retirement or death, is under the age of 21 and qualifies as a dependent ofthe Participant within the meaning of Section 152 of the Code. F.Dependent Disabled Child. A Child who, as of the time of the Participant’s retirement or death, has a permanent physical or mental disability, ascertified by the medical director of the Company or by such other licensed physician designated by the Administrator, that causes such Child tobe unable to engage in substantial gainful employment, and is a dependent of the Participant within the meaning of Section 152 of the Code(determined by disregarding any age limitation contained in Section 152 of the Code). G.Early Retirement Date. The date on which a Participant completes at least ten years of Credited Service and attains at least age 50. H.Schedule A Actuarial Factors. The table specified by the Commissioner of Internal Revenue for purposes of section 417(e)(3) of the Code (which,as of the Effective Date, is the 1983 Group Annuity (unisex) Mortality Table (50% male, 50% female)) in effect on the date a determinationhereunder occurs and an interest rate assumption using the “applicable interest rate” as defined in section 417(e)(3) of the Code for the month ofNovember of the Plan Year immediately preceding the Plan Year in which a determination hereunder occurs. I.Schedule A Normal Retirement Age. A Participant’s 65th birthday. 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.SPECIAL RULES REGARDING COMPUTATION OF BENEFIT A.Factors to Calculate Pension Paid Before Schedule A Normal Retirement Age 1.Pension Starting Date on or After Early Retirement Date and Prior to Schedule A Normal Retirement Age. The Pension attributable to theAccrued Frozen Benefit of a Participant whose Termination of Employment occurs on or after his or her Early Retirement Date and whosePension commences prior to his or her Schedule A Normal Retirement Age shall be computed by multiplying such Participant’s AccruedFrozen Benefit by the applicable factor from Table B-1. 2.Pension Starting Date After Attainment of Age 60 but Prior to Early Retirement Date. The Pension attributable to the Accrued FrozenBenefit of a Participant whose Pension Starting Date occurs on or after such Participant’s attainment of age 60 but prior to suchParticipant’s attainment of his or her Early Retirement Date shall be such Participant’s Accrued Frozen Benefit without any actuarialreduction. 3.Pension Starting Date After Completion of Ten Years of Credited Service but Prior to Attainment of Age 60. The Pension attributable to theAccrued Frozen Benefit of a Participant whose Pension Starting Date occurs prior to such Participant’s attainment of age 60 and prior tohis or her attainment of his or her Early Retirement Date, but after the Participant has completed at least ten years of Credited Service,shall be (a) if the Participant’s Pension Starting Date occurs on or after his or her attainment of age 50, the amount determined bymultiplying such Participant’s Accrued Frozen Benefit by the applicable factor in Table F and (b) if the Participant’s Pension StartingDate occurs prior to his or her attainment of age 50, the amount determined by actuarially reducing the Participant’s Accrued FrozenBenefit using the factors in Table F to reduce the Accrued Frozen Benefit from age 60 to age 50 and using the Schedule A Actuarial Factorsto reduce the Accrued Frozen Benefit to the Participant’s Pension Starting Date. 4.Pension Starting Date Prior to Attainment of Age 60 and Prior to Completion of Ten Years of Credited Service. The Pension attributable tothe Accrued Frozen Benefit of a Participant whose Pension Starting Date occurs prior to such Participant’s attainment of age 60 and priorto such Participant’s completion of ten years of Credited Service shall be computed by reducing the Participant’s Accrued Frozen Benefitby using the Schedule A Actuarial Factors to reduce the Accrued Frozen Benefit to the Pension Starting Date. B.Distribution with Respect to Married Participants. Notwithstanding Section 7.2(b) of the Plan, if a Participant will receive his or her AccruedBenefit in the form of a Qualified Joint and Survivor Annuity, the payments attributable to the Participant’s Accrued Frozen Benefit shall becalculated and paid as follows: 1.Pension Starting Date After Attainment of Age 50. Annuity payments will be made during the Participant’s lifetime in an amount equal tothe annual Accrued Frozen Benefit the Participant would have received if the Participant’s Accrued Frozen Benefit were payable in the formof a single 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. life annuity for the Participant’s lifetime reduced by the product of (i) 50% of the annual amount of Accrued Frozen Benefit the Participantwould have received if the Participant’s Accrued Frozen Benefit were payable in the form of a single life annuity for the Participant’slifetime multiplied by (ii) 40% of the applicable factor set forth in Table D.Thereafter, if the Participant’s Spouse shall survive the Participant, such Spouse shall receive during the remainder of the Spouse’slifetime an annual amount, payable monthly, equal to 50% of the annual amount the Participant would have received if the Participant’sAccrued Frozen Benefit were payable as a single life annuity for the Participant’s lifetime.If the Participant survives the Spouse, such Participant shall receive during the remainder of the Participant’s lifetime an annual amountpayable monthly equal to the annual amount the Participant would have received if the Participant’s Frozen Benefit were payable as asingle life annuity for the Participant’s lifetime. 2.Pension Starting Date Prior to Attainment of Age 50. Annuity payments will be made during the Participant’s lifetime in an amount equalto the annual Accrued Frozen Benefit the Participant would have received if the Participant’s Accrued Frozen Benefit were payable in theform of a single life annuity for the Participant’s lifetime multiplied by (i) an applicable factor determined by using the Schedule AActuarial Factors.Thereafter, if the Participant’s Spouse shall survive the Participant, such Spouse shall receive during the remainder of the Spouse’slifetime an annual amount, payable monthly, equal to 50% of the annuity payment prior to the Participant’s death.If the Participant survives the Spouse, the monthly annuity will continue to be paid without any further adjustments during the remainderof the Participant’s lifetime. C.Post Retirement Adjustments. If a Participant’s Pension Starting Date occurs on or after his or her 50th birthday and the Participant’s AccruedFrozen Benefit is paid in a form other than a lump sum distribution, the annual Accrued Frozen Benefit payable pursuant to this Schedule shall,subject to the limitations set forth in this paragraph C., be adjusted each October 1 for the twelve-month period then beginning by adding a post-retirement cost of living adjustment computed by applying an adjustment percentage to the appropriate base specified in this paragraph C. AParticipant whose Pension Starting Date occurs prior to his or her 50th birthday or who receives his or her Accrued Frozen Benefit in the form of alump sum distribution shall not be entitled to any post-retirement cost of living adjustment under this Schedule. In addition, the post-retirementcost of living adjustment shall apply only to the portion of a Participant’s Accrued Benefit that is attributable to his or her Accrued Frozen Benefit. 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 1.The adjustment percentage shall equal, for each October 1, the percentage by which the Consumer Price Index for the July immediatelypreceding such October 1 exceeds the Consumer Price Index for the July immediately preceding the twelve-month period beginningOctober 1 in which the Participant terminated employment or payment of a Pension commenced; provided, however, that:(a) If, as of such October 1, there shall be no such excess, the adjustment percentage shall be deemed to be zero for the twelve-monthperiod beginning on such October 1.(b) There shall be no negative adjustment percentage.(c) The aggregate adjustment percentage for any twelve-month period beginning October 1 shall never be lower than the aggregateadjustment percentage for the preceding such period.(d) If the percentage increase in the Consumer Price Index computed for the twelve-month period beginning on October 1 does not exceedthe aggregate adjustment percentage for the preceding twelve-month period by at least three percentage points, the aggregate adjustmentpercentage for the preceding twelve-month period shall continue in effect during such twelve-month period beginning on October 1.(e) The aggregate adjustment percentage for any twelve-month period beginning on October 1 shall not be more than seven percentagepoints greater than that for the preceding twelve-month period. If the aggregate adjustment percentage for any twelve-month periodbeginning on October 1 exceeds by more than seven percentage points the aggregate adjustment percentage for the preceding twelve-monthperiod, the excess shall be carried over to succeeding twelve-month periods until such excess is reduced to zero.(f) The adjustment percentage for the twelve-month period beginning with the October 1 next following the date the Participant’s PensionStarting Date shall be the adjustment percentage determined in accordance with the preceding provisions of this paragraph C. multipliedby a fraction the numerator of which shall be the number of full calendar months between such date and such October 1 and thedenominator of which shall be twelve. 2.To determine the amount of the monthly cost of living adjustment, the adjustment percentage shall be applied to the first $500 per monthof a Participant’s Accrued Frozen Benefit, subject to a maximum monthly adjustment of $500 or, if the monthly amount of such AccruedFrozen Benefit is less than $500 per month, subject to a maximum monthly adjustment equal to the monthly Accrued Frozen Benefitpayment. To 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. determine the amount of the adjustment made in the case of a Qualified Joint and Survivor Annuity or surviving Spouse annuity payablepursuant to Section 7.3 of the Plan to the surviving Spouse of a deceased Participant, a family pension payable pursuant to Section 4.B.of this Schedule to a surviving Dependent Minor Child or Children of a deceased Participant or a surviving dependent’s pension payablepursuant to Section 4.C. of this Schedule to a surviving Dependent Disabled Child or Children of a deceased Participant, the adjustmentpercentage shall be applied to the first $250 per month of such annuity or pension, subject to a maximum monthly adjustment of $175($250 in the case of a Qualified Joint and Survivor Annuity) or, if the monthly amount of such annuity or pension is less than $175($250 in the case of a Qualified Joint and Survivor Annuity), subject to a maximum monthly adjustment equal to the monthly AccruedFrozen Benefit payment. D.Lump Sum Value. If a Participant elects to receive his or her Accrued Frozen Benefit in the form of a lump sum distribution as described inOption 2 of Section 7.2(c) of the Plan, the amount of the lump sum attributable to the Participant’s Accrued Frozen Benefit shall be the greater of: 1.the lump sum actuarial equivalent of the Participant’s Accrued Frozen Benefit determined using the Schedule A Actuarial Factors, and 2.an amount equal to the present value of the Participant’s Accrued Frozen Benefit determined as of December 31, 2001 using a 6.5%discount rate and the 1983 Group Annuity (unisex) Mortality Table (50% male, 50% female), assuming the Accrued Frozen Benefitotherwise payable at the Schedule A Normal Retirement Age would commence at the later of the Participant’s attained age at December 31,2001 or age 60 and credited with 6.5% interest for each Plan Year subsequent to December 31, 2001 during which the Participant is aParticipant, whether or not such Participant is an Eligible Employee during such Plan Year.With respect to a Participant’s lump sum value determined under subparagraph 1. above, if the Participant’s Pension Starting Date occurs on orafter his or her 50th birthday, the actuarial equivalent of the Participant’s Accrued Frozen Benefit shall reflect the post retirement adjustments, ifany, defined in Paragraph 3.C of this Schedule. 4.OPTIONAL FORMS OF BENEFIT PAYABLE UPON RETIREMENTIn lieu of the forms of benefit available under Section 7.2 of the Plan, a Participant may elect to have the portion of his or her Accrued Benefit attributable tohis or her Accrued Frozen Benefit paid in the following forms, subject to Section 7.4 (relating to election and waiver procedures): A.Optional Qualified Joint and Survivor Annuity: A Participant who is married on the Participant’s Pension Starting Date may elect to receive aQualified Joint and 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Survivor Annuity described in Section 7.2(b) of the Plan (relating to manner of distribution with respect to married Participants) with the portionof the Pension payable to the Participant’s Spouse that is attributable to the Participant’s Accrued Frozen Benefit of a percentage less than 50 of thePension the Participant would have received if the Participant’s Pension attributable to his or her Accrued Frozen Benefit were payable in the formof a single-life annuity for the Participant’s lifetime. A Qualified Joint and Survivor Annuity described in this paragraph shall be payable at thesame time and in the same manner as described in Section 7.2(b) of the Plan (relating to manner of distribution with respect to marriedParticipant) and shall be computed in the same manner as described in Section 3.B. of this Schedule (relating to special rules regardingcomputation of benefits), except that the lesser percentage of Pension designated by the Participant shall be used. B.Family Pension: A Participant who is not married on the Participant’s Pension Starting Date and who, as of such date, has a Dependent MinorChild or Dependent Minor Children may elect to receive his or her Accrued Frozen Benefit in the form of a family pension payable in monthlypayments for the Participant’s lifetime and, thereafter, payable in monthly payments in equal shares to each of the Participant’s Dependent MinorChildren who have not yet attained age 21. The annual amount of the family pension payable to the Participant shall be the annual Accrued FrozenBenefit the Participant would have received if the Participant’s Pension were payable in the form of a single life annuity for the Participant’slifetime, reduced by the product of (1) the annual amount of the family pension designated by the Participant for the Participant’s survivingDependent Minor Child or Children which amount shall be a percentage, not to exceed 50, of the annual amount of the Participant’s Pensionpayable in the form of a single life annuity for the Participant’s lifetime multiplied by (2) (i) if the Participant is at least age 50 on his or herPension Starting Date, the applicable factor set forth in Table E or (ii) if the Participant is not at least age 50 on his or her Pension Starting Date,the applicable factor determined by using the Schedule A Actuarial Factors. The annual amount of the family pension payable after theParticipant’s death to the Participant’s Dependent Minor Child or Children who have not yet attained age 21 shall equal the percentage designatedby the Participant, not to exceed 50, of the annual amount of the Pension the Participant would have received if the Participant’s Pension werepayable in the form of a single life annuity for the Participant’s lifetime. C.Surviving Dependent’s Pension: A Participant who is not married on the Participant’s Pension Starting Date and who, as of such date, has aDependent Disabled Child or Dependent Disabled Children may elect to receive his or her Accrued Frozen Benefit in the form of a survivingdependent’s pension payable in monthly payments for the Participant’s lifetime and, thereafter, payable in monthly payments in equal shares toeach of the Participant’s Dependent Disabled Children who remain disabled. The annual amount of the surviving dependent’s pension payable tothe Participant shall be the annual Accrued Frozen Benefit the Participant would have received if the Participant’s Pension were payable in the 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. form of a single life annuity for the Participant’s lifetime, reduced by the product of (1) the annual amount of the surviving dependent’s pensiondesignated by the Participant for the Participant’s Dependent Disabled Child or Children, which amount shall be a percentage, not to exceed 50, ofthe annual amount of the Participant’s Pension payable in the form of a single life annuity for the Participant’s lifetime multiplied by (2) (i) if theParticipant is at least age 50 on his or her Pension Starting Date, 50% of the applicable factor set forth in Table D, such factor to be determinedbased on the age of the other parent of such Child or Children, at the Participant’s Pension Starting Date or the age such other parent would haveattained had such other parent survived or if, in either case, the age of such other parent cannot be determined, the age of the Participant or (ii) ifthe Participant is not at least age 50 on his or her Pension Starting Date, the applicable factor determined by using the Schedule A ActuarialFactors. The annual amount of the surviving dependent’s pension payable after the Participant’s death to the Participant’s Dependent DisabledChild or Children who remain disabled shall equal the percentage designated by the Participant, not to exceed 50, of the annual amount of thePension the Participant would have received if the Participant’s Pension were payable in the form of a single life annuity for the Participant’slifetime. D.75% Marital Annuity: A Participant who is married on the Participant’s Annuity Starting Date may elect to receive a 75% marital annuity with aService Annuity payable to the Participant’s Spouse, if the Participant predeceases such Spouse, of a percentage equal to 75 of the ServiceAnnuity the Participant would have received under Article 5 (relating to Service Annuities) if the Participant’s Service Annuity were payable insemi-monthly payments for the Participant’s lifetime. A 75% marital annuity described in this Section 6.2 shall be payable at the same time andin the same manner as described in paragraph (b) of Section 6.1 (relating to annuities payable to married Participants) and shall be the actuarialequivalent of the Service Annuity the Participant would have received under Article 5 (relating to Service Annuities), determined by using theannual interest rate specified under section 417(e) of the Code for the November preceding the calendar year in which such distribution is made orcommences, and the mortality table prescribed for purposes of section 417(e)(3)(A)(ii)(I) of the Code. 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table B1Early Retirement Service FactorsApplicable Monthly Payments to Age 65For purposes of Schedule A, in the case of a Pension commencing after a Participant’s Early Retirement Date but prior to his or her Schedule ANormal Retirement Age, the following factors shall be applied to determine the reductions applicable to the benefit accrued while a Participant isnot a member of IBEW Local Union 15 and, for purposes of Schedule B, in the case of a Pension commencing after a Participant’s EarlyRetirement Date but prior to his or her Schedule B Normal Retirement Age, the following factors shall be applied to determine the reductionsapplicable to the Participant’s benefit accrued under the PECO Plan*: AGE 0 1 2 3 4 5 6 7 8 9 10 11 50 .7200 .7225 .7250 .7275 .7300 .7325 .7350 .7375 .7400 .7425 .7450 .7475 51 .7500 .7525 .7550 .7575 .7600 .7625 .7650 .7675 .7700 .7725 .7750 .7775 52 .7800 .7825 .7850 .7875 .7900 .7925 .7950 .7975 .8000 .8025 .8050 .8075 53 .8100 .8125 .8150 .8175 .8200 .8225 .8250 .8275 .8300 .8325 .8350 .8375 54 .8400 .8425 .8450 .8475 .8500 .8525 .8550 .8575 .8600 .8625 .8650 .8675 55 .8700 .8725 .8750 .8775 .8800 .8825 .8850 .8875 .8900 .8925 .8950 .8975 56 .9000 .9025 .9050 .9075 .9100 .9125 .9150 .9175 .9200 .9225 .9250 .9275 57 .9300 .9325 .9350 .9375 .9400 .9425 .9450 .9475 .9500 .9525 .9550 .9575 58 .9600 .9617 .9633 .9650 .9667 .9683 .9700 .9717 .9733 .9750 .9767 .9783 59* .9800 .9817 .9833 .9850 .9867 .9883 .9900 .9917 .9933 .9950 .9967 .9983 60 1.0000 *Effective January 1, 2002, for Craft, Craft/Technical, Technical Support and Professional Support Employees with an accrued benefit underthe PECO Plan, factor shall be 1.0000 at ages 59 and aboveFor purposes of Schedule A, in the case of a Pension commencing after a Participant’s Early Retirement Date but prior to his or her Schedule ANormal Retirement Age, the following factors shall be applied to determine the reductions applicable to the benefit accrued while the Participantis a member of IBEW Local Union 15: AGE 0 1 2 3 4 5 6 7 8 9 10 11 50 .7900 .7925 .7950 .7975 .8000 .8025 .8050 .8075 .8100 .8125 .8150 .8175 51 .8200 .8225 .8250 .8275 .8300 .8325 .8350 .8375 .8400 .8425 .8450 .8475 52 .8500 .8525 .8550 .8575 .8600 .8625 .8650 .8675 .8700 .8725 .8750 .8775 53 .8800 .8825 .8850 .8875 .8900 .8925 .8950 .8975 .9000 .9025 .9050 .9075 54 .9100 .9125 .9150 .9175 .9200 .9225 .9250 .9275 .9300 .9325 .9350 .9375 55 .9400 .9425 .9450 .9475 .9500 .9525 .9550 .9575 .9600 .9625 .9650 .9675 56 .9700 .9725 .9750 .9775 .9800 .9825 .9850 .9875 .9900 .9925 .9950 .9975 57 1.0000 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table DQualified Joint and Survivor Annuity Factors YOUNGER (-) OROLDER (+) THANEMPLOYEE ATRETIREMENT AGE OF EMPLOYEE AT RETIREMENT 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 -20 .1334 .1432 .1537 .1650 .1771 .1901 .2040 .2189 .2349 .2520 .2703 .2897 .3103 .3322 .3554 .3799 -19 .1324 .1420 .1524 .1636 .1756 .1884 .2022 .2169 .2326 .2495 .2675 .2866 .3070 .3285 .3514 .3754 -18 .1312 .1408 .1511 .1621 .1739 .1866 .2002 .2147 .2302 .2469 .2646 .2835 .3035 .3247 .3471 .3707 -17 .1301 .1395 .1496 .1605 .1722 .1847 .1981 .2124 .2277 .2441 .2616 .2801 .2998 .3206 .3427 .3658 -16 .1288 .1381 .1481 .1589 .1704 .1827 .1959 .2100 .2250 .2412 .2583 .2766 .2959 .3164 .3380 .3607 -15 .1275 .1367 .1465 .1571 .1685 .1806 .1936 .2074 .2222 .2381 .2550 .2729 .2918 .3119 .3331 .3553 -14 .1261 .1351 .1448 .1553 .1664 .1784 .1911 .2048 .2193 .2349 .2514 .2690 .2876 .3073 .3280 .3498 -13 .1246 .1335 .1431 .1533 .1643 .1761 .1886 .2020 .2162 .2315 .2478 .2650 .2832 .3024 .3227 .3440 -12 .1231 .1318 .1412 .1513 .1621 .1736 .1859 .1990 .2130 .2280 .2439 .2608 .2786 .2974 .3172 .3379 -11 .1214 .1301 .1393 .1492 .1598 .1711 .1831 .1960 .2097 .2244 .2399 .2564 .2738 .2921 .3115 .3317 -10 .1198 .1282 .1373 .1470 .1574 .1684 .1802 .1928 .2062 .2206 .2358 .2519 .2688 .2867 .3056 .3253 -9 .1180 .1263 .1352 .1447 .1548 .1657 .1772 .1895 .2026 .2166 .2315 .2472 .2637 .2812 .2995 .3187 -8 .1162 .1243 .1330 .1423 .1522 .1628 .1741 .1861 .1989 .2126 .2271 .2424 .2585 .2755 .2933 .3120 -7 .1143 .1222 .1307 .1398 .1495 .1599 .1709 .1826 .1951 .2084 .2225 .2374 .2531 .2696 .2869 .3051 -6 .1123 .1201 .1284 .1372 .1467 .1568 .1676 .1790 .1911 .2041 .2178 .2323 .2475 .2636 .2804 .2980 -5 .1103 .1178 .1259 .1346 .1438 .1537 .1641 .1752 .1871 .1997 .2130 .2271 .2419 .2575 .2738 .2909 -4 .1082 .1155 .1234 .1319 .1409 .1504 .1606 .1714 .1829 .1951 .2081 .2217 .2361 .2512 .2671 .2836 -3 .1060 .1132 .1209 .1291 .1378 .1471 .1570 .1675 .1786 .1905 .2031 .2163 .2302 .2449 .2602 .2762 -2 .1038 .1108 .1182 .1262 .1347 .1437 .1533 .1635 .1743 .1858 .1980 .2108 .2243 .2385 .2533 .2687 -1 .1015 .1083 .1155 .1233 .1315 .1403 .1496 .1594 .1699 .1811 .1928 .2053 .2183 .2320 .2463 .2612 0 .0992 .1057 .1128 .1203 .1283 .1367 .1457 .1553 .1654 .1762 .1876 .1996 .2122 .2254 .2393 .2536 +1 .0968 .1032 .1100 .1172 .1250 .1332 .1419 .1511 .1609 .1713 .1824 .1939 .2061 .2188 .2322 .2460 +2 .0944 .1005 .1071 .1142 .1216 .1296 .1380 .1469 .1563 .1664 .1771 .1882 .1999 .2122 .2250 .2383 +3 .0919 .0979 .1042 .1110 .1182 .1259 .1340 .1426 .1517 .1615 .1717 .1825 .1938 .2056 .2179 .2307 +4 .0894 .0952 .1013 .1079 .1148 .1222 .1300 .1383 .1471 .1565 .1664 .1767 .1876 .1989 .2107 .2230 +5 .0869 .0925 .0984 .1047 .1114 .1185 .1261 .1340 .1425 .1515 .1610 .1709 .1813 .1922 .2036 .2153 +6 .0844 .0897 .0954 .1015 .1080 .1148 .1221 .1297 .1379 .1465 .1556 .1652 .1751 .1856 .1964 .2077 +7 .0819 .0870 .0925 .0983 .1045 .1111 .1181 .1254 .1332 .1415 .1503 .1594 .1690 .1789 .1893 .2000 +8 .0793 .0843 .0895 .0951 .1011 .1074 .1141 .1211 .1286 .1366 .1449 .1537 .1628 .1724 .1823 .1924 +9 .0768 .0815 .0866 .0920 .0977 .1037 .1101 .1169 .1240 .1316 .1396 .1480 .1567 .1658 .1752 .1848 +10 .0742 .0788 .0836 .0888 0943 .1001 .1062 .1126 .1195 .1267 .1344 .1423 .1506 .1593 .1682 .1773 +11 .0717 .0761 .0807 .0856 .0909 .0964 .1022 .1084 .1149 .1219 .1292 .1367 .1446 .1528 .1612 .1698 +12 .0692 .0734 .0778 .0825 .0875 .0928 .0984 .1042 .1105 .1171 .1240 .1312 .1386 .1463 .1543 .1624 +13 .0667 .0707 .0749 .0794 .0842 .0892 .0945 .1001 .1060 .1123 .1189 .1257 .1327 .1400 .1474 .1550 +14 .0643 .0680 .0721 .0764 .0809 .0857 .0907 .0960 .1016 .1076 .1138 .1202 .1268 .1337 .1407 .1479 +15 .0618 .0654 .0693 .0733 .0776 .0822 .0870 .0920 .0973 .1029 .1088 .1148 .1210 .1274 .1341 .1408 +16 .0594 .0629 .0665 .0704 .0744 .0788 .0833 .0881 .0931 .0983 .1038 .1095 .1153 .1214 .1276 .1340 +17 .0571 .0603 .0638 .0674 .0713 .0754 .0797 .0841 .0888 .0938 .0990 .1043 .1098 .1155 .1214 .1275 +18 .0547 .0578 .0611 .0646 .0682 .0721 .0761 .0803 .0847 .0894 .0942 .0992 .1044 .1098 .1154 .1212 +19 .0525 .0554 .0585 .0618 .0652 .0688 .0726 .0765 .0806 .0850 .0895 .0943 .0991 .1042 .1096 .1151 +20 .0502 .0530 .0559 .0590 .0622 .0656 .0691 .0728 .0767 .0808 .0850 .0895 .0941 .0989 .1040 .1093 FACTORS FOR AGE COMBINATIONS NOT SHOWN ARE COMPUTED ON THE SAME ACTUARIAL BASIS AS THAT USED FORCOMPUTATION OF THE FACTORS STATED IN THE ABOVE TABLE. AS PROVIDED IN SECTION 3.B. OF SCHEDULE A, 40% OFTHE APPROPRIATE FACTOR PROVIDED FOR BY THIS TABLE IS TO BE USED IN DETERMINING THE AMOUNT OF THEQUALIFIED JOINT AND SURVIVOR ANNUITY ATTRIBUTABLE TO A PARTICIPANT’S ACCRUED FROZEN BENEFIT.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table EFamily Annuity Factors AGE OFYOUNGEST CHILD AGE OF EMPLOYEE AT RETIREMENT 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 20 .0012 .0014 .0016 .0018 .0020 .0023 .0027 .0030 .0034 .0038 .0043 .0049 .0055 .0063 .0071 .0080 19 .0033 .0037 .0041 .0046 .0052 .0058 .0065 .0072 .0081 .0090 .0102 .0114 .0128 .0143 .0161 .0181 18 .0055 .0061 .0068 .0076 .0084 .0094 .0104 .0116 .0129 .0145 .0162 .0181 .0203 .0227 .0255 .0287 17 .0078 .0086 .0096 .0106 .0118 .0131 .0146 .0162 .0180 .0201 .0225 .0252 .0282 .0315 .0354 .0398 16 .0101 .0112 .0124 .0138 .0153 .0170 .0188 .0209 .0233 .0260 .0291 .0325 .0364 .0408 .0458 .0514 15 .0126 .0139 .0153 .0170 .0189 .0209 .0233 .0259 .0288 .0322 .0360 .0402 .0450 .0504 .0565 .0634 14 .0151 .0166 .0184 .0204 .0226 .0251 .0279 .0310 .0345 .0386 .0431 .0482 .0540 .0604 .0677 .0758 13 .0176 .0195 .0215 .0238 .0264 .0294 .0326 .0363 .0405 .0452 .0505 .0565 .0632 .0708 .0792 .0886 12 .0203 .0224 .0247 .0274 .0304 .0338 .0376 .0418 .0466 .0521 .0582 .0651 .0728 .0815 .0911 .1016 11 .0230 .0254 .0281 `.0311 .0346 .0384 .0427 .0475 .0530 .0592 .0662 .0740 .0827 .0924 .1032 .1149 10 .0258 .0285 .0315 .0350 .0388 .0431 .0480 .0534 .0596 .0666 .0744 .0832 .0929 .1036 .1154 .1284 9 .0287 .0317 .0351 .0389 .0432 .0480 .0534 .0595 .0664 .0742 .0828 .0925 .1032 .1149 .1279 .1419 8 .0316 .0350 .0387 .0430 .0477 .0531 .0591 .0658 .0734 .0819 .0915 .1020 .1136 .1264 .1404 .1556 7 .0347 .0383 .0425 .0471 .0524 .0583 .0649 .0722 .0805 .0899 .1002 .1116 .1241 .1379 .1530 .1694 6 .0378 .0418 .0463 .0514 .0572 .0636 .0708 .0788 .0878 .0979 .1090 .1213 .1347 .1495 .1656 .1831 5 .0410 .0454 .0503 .0559 .0621 .0691 .0768 .0855 .0952 .1060 .1179 .1310 .1453 .1611 .1782 .1969 4 .0443 .0490 .0544 .0604 .0671 .0746 .0830 .0923 .1027 .1142 .1268 .1407 .1559 .1726 .1908 .2105 3 .0476 .0528 .0585 .0650 .0722 .0803 .0892 .0991 .1101 .1223 .1357 .1504 .1669 .1841 .2032 .2240 2 .0511 .0566 .0628 .0697 .0774 .0860 .0955 .1060 .1176 .1305 .1446 .1601 .1770 .1954 .2155 .2372 1 .0546 .0605 .0671 .0745 .0826 .0917 .1018 .1128 .1251 .1386 .1534 .1696 .1873 .2066 .2275 .2501 FACTORS FOR AGE COMPUTATIONS NOT SHOWN ARE COMPUTED ON THE SAME ACTUARIAL BASIS AS THAT USED FORCOMPUTATION OF THE FACTORS STATED IN THE ABOVE TABLE. AS PROVIDED IN SECTION 4.B. OF SCHEDULE A, 100% OFTHE APPROPRIATE FACTOR PROVIDED FOR BY THIS TABLE IS TO BE USED IN DETERMINING THE AMOUNT OF THE FAMILYANNUITY ATTRIBUTABLE TO A PARTICIPANT’S ACCRUED FROZEN BENEFIT.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table FDeferred Vesting Schedule AGE ATTERMINATION AGE THAT VESTED BENEFITS BEGIN 50 51 52 53 54 55 56 57 58 59 60 49 70.0% 73.0% 76.0% 79.0% 82.0% 85.0% 88.0% 91.0% 94.0% 97.0% 100% 48 69.0% 72.1% 75.2% 78.3% 81.4% 84.5% 87.6% 90.7% 93.8% 96.9% 100% 47 68.0% 71.2% 74.4% 77.6% 80.8% 84.0% 87.2% 90.4% 93.6% 96.8% 100% 46 67.0% 70.3% 73.6% 76.9% 80.2% 83.5% 86.8% 90.1% 93.4% 96.7% 100% 45 66.0% 69.4% 72.8% 76.2% 79.6% 83.0% 86.4% 89.8% 93.2% 96.6% 100% 44 65.0% 68.5% 72.0% 75.5% 79.0% 82.5% 86.0% 89.5% 93.0% 96.5% 100% 43 64.0% 67.6% 71.2% 74.8% 78.4% 82.0% 85.6% 89.2% 92.8% 96.4% 100% 42 63.0% 66.7% 70.4% 74.1% 77.8% 81.5% 85.2% 88.9% 92.6% 96.3% 100% 41 62.0% 65.8% 69.6% 73.4% 77.2% 81.0% 84.8% 88.6% 92.4% 96.2% 100% 40 61.0% 64.9% 68.8% 72.7% 76.6% 80.5% 84.4% 88.3% 92.2% 96.1% 100% 39 60.0% 64.0% 68.0% 72.0% 76.0% 80.0% 84.0% 88.0% 92.0% 96.0% 100% 38 59.0% 63.1% 67.2% 71.3% 75.4% 79.5% 83.6% 87.7% 91.8% 95.9% 100% 37 58.0% 62.2% 66.4% 70.6% 74.8% 79.0% 83.2% 87.4% 91.6% 95.8% 100% 36 57.0% 61.3% 65.6% 69.9% 74.2% 78.5% 82.8% 87.1% 91.4% 95.7% 100% 35 56.0% 60.4% 64.8% 69.2% 73.6% 78.0% 82.4% 86.8% 91.2% 95.6% 100% 34 55.0% 59.5% 64.0% 68.5% 73.0% 77.5% 82.0% 86.5% 91.0% 95.5% 100% 33 54.0% 58.6% 63.2% 67.8% 72.4% 77.0% 81.6% 86.2% 90.8% 95.4% 100% 32 53.0% 57.7% 62.4% 67.1% 71.8% 76.5% 81.2% 85.9% 90.6% 95.3% 100% 31 52.0% 56.8% 61.6% 66.4% 71.2% 76.0% 80.8% 85.6% 90.4% 95.2% 100% 30 51.0% 55.9% 60.8% 65.7% 70.6% 75.5% 80.4% 85.3% 90.2% 95.1% 100% 29 50.0% 55.0% 60.0% 65.0% 70.0% 75.0% 80.0% 85.0% 90.0% 95.0% 100% 28 49.0% 54.1% 59.2% 64.3% 69.4% 74.5% 79.6% 84.7% 89.8% 94.9% 100% 27 48.0% 53.2% 58.4% 63.6% 68.8% 74.0% 79.2% 84.4% 89.6% 94.8% 100% 26 47.0% 52.3% 57.6% 62.9% 68.2% 73.5% 78.8% 84.1% 89.4% 94.7% 100% 25 46.0% 51.4% 56.8% 62.2% 67.6% 73.0% 78.4% 83.8% 89.2% 94.6% 100% 24 45.0% 50.5% 56.0% 61.5% 67.0% 72.5% 78.0% 83.5% 89.0% 94.5% 100% 23 44.0% 49.6% 55.2% 60.8% 66.4% 72.0% 77.6% 83.2% 88.8% 94.4% 100% 22 43.0% 48.7% 54.4% 60.1% 65.8% 71.5% 77.2% 82.9% 88.6% 94.3% 100% 21 42.0% 47.8% 53.6% 59.4% 65.2% 71.0% 76.8% 82.6% 88.4% 94.2% 100% 20 41.0% 46.9% 52.8% 58.7% 64.6% 70.5% 76.4% 82.3% 88.2% 94.1% 100% NOTE:EMPLOYEES MUST HAVE 5 YEARS OF SERVICE TO QUALIFY FOR VESTING SCHEDULE INDICATES PERCENTAGE OF VESTED BENEFIT PAYABLE INTERPOLATION WILL BE MADE TO THE NEAREST MONTHSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE BPROVISIONS APPLICABLE TOACCRUED FROZEN BENEFITUNDER THE SERVICE ANNUITY PLANOF PECO ENERGY COMPANY 1.APPLICATIONThis Schedule shall apply only to a Participant who elects to participate in the Plan pursuant to Section 3.1(b) of the Plan (relating to eligibility forparticipation for employees other than new hires) or Section 9.1 of the Plan (relating to recommencement of employment by terminated employee) and whoseaccrued benefit under the PECO Plan is transferred to the Plan pursuant to Section 3.1(c) of the Plan (relating to transfer of benefits and assets to Plan) orSection 9.1 of the Plan. The provisions of this Schedule shall govern with respect to all matters relating to such a Participant’s Accrued Frozen Benefit. 2.DEFINED TERMSFor purposes of this Schedule B, capitalized terms used herein shall have their respective meanings set forth in the Plan, except that the following words andphrases shall have the following respective meanings when capitalized unless the context clearly indicates otherwise:A. Accrued Frozen Benefit. The amount payable with respect to a Participant’s accrued benefit under the PECO Plan determined as of December 31,2001 commencing on the first day of the month coinciding with or next following a Participant’s Schedule B Normal Retirement Age, determined as if suchamount were payable in the form of a single life annuity for the life of the Participant.B. Benefit Years. For periods prior to January 1, 2002, a Participant’s Benefit Years includes the Participant’s “benefit years” as of the date he or shebecomes a Participant, determined in accordance with the provisions of the PECO Plan as in effect on December 31, 2001. For the Participant’s 12 month“benefit accrual computation period” (as defined in the PECO Plan) that ends during the 2002 Plan Year, the greater of (i) the Vesting Service, for such period,determined pursuant to subdivision (47) of Article 2 of the Plan (relating to definition of Vesting Service) and (ii) the “benefit years”, for such period,determined pursuant to the terms of the PECO Plan as in effect on December 31, 2001. For periods after the 12 month period described in the precedingsentence, a Participant’s Benefit Years shall equal his or her Vesting Service for such periods. 1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.C. Early Retirement Date. The date on which a Participant completes at least ten years of Vesting Service and attains at least age 50.D. Schedule B Actuarial Factors. An interest rate assumption of seven percent and a mortality assumption of the TPF&C mortality table in effect as ofthe date a determination hereunder occurs set back one year for participants and five years for beneficiaries.E. Schedule B Normal Retirement Age. A Participant’s 65th birthday. 3.SPECIAL RULES REGARDING COMPUTATION OF BENEFIT A.Factors to Calculate Pension Paid Before Schedule B Normal Retirement Age 1.Pension Starting Date on or After Early Retirement Date and Prior to Schedule B Normal Retirement Age. The Pension attributable to theAccrued Frozen Benefit of a Participant whose Termination of Employment occurs on or after his or her Early Retirement Date and whosePension commences prior to his or her Schedule B Normal Retirement Age shall be computed by multiplying such Participant’s AccruedFrozen Benefit by the applicable factor from Table B-1. 2.Pension Starting Date After Attainment of Age 50 but Prior to Early Retirement Date. The Pension attributable to the Accrued FrozenBenefit of a Participant whose Pension Starting Date occurs on or after such Participant’s attainment of age 50 but prior to suchParticipant’s attainment of his or her Early Retirement Date and whose Pension commences prior to his or her Schedule B NormalRetirement Age shall be computed by multiplying such Participant’s Accrued Frozen Benefit by the applicable factor from Table G. 3.Pension Starting Date Prior to Attainment of Age 50. The amount determined by actuarially reducing the Participant’s Accrued FrozenBenefit using the factors in Table G to reduce the Accrued Frozen Benefit from age 65 to age 50 and using the Schedule B ActuarialFactors to reduce the Accrued Frozen Benefit from age 50 to the Participant’s Pension Starting Date. 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.B. Lump Sum Value. If a Participant elects to receive his or her Accrued Frozen Benefit in the form of a lump sum distribution as described in Option 2of Section 7.2(c) of the Plan, the amount of the lump sum attributable to the Participant’s Accrued Frozen Benefit shall be the greater of: 1.the actuarial equivalent of the Participant’s Accrued Frozen Benefit using the Schedule B Actuarial Factors, and 2.an amount equal to the present value of the Participant’s Accrued Frozen Benefit determined as of December 31, 2001 using a 6.5% discount rateand the 1983 Group Annuity (unisex) Mortality Table (50% male, 50% female), assuming the Accrued Frozen Benefit otherwise payable at theSchedule B Normal Retirement Age would commence at the later of the Participant’s attained age at December 31, 2001 or age 60 (or, effectiveJanuary 1, 2002, age 59 for Craft, Craft/Technical, Technical Support and Professional Support Employees with an Accrued Frozen Benefit)and credited with 6.5% for each Plan Year subsequent to December 31, 2001 during which the Participant is a Participant, whether or not suchParticipant is an Eligible Employee during such Plan Year. 4.OPTIONAL FORMS OF BENEFIT PAYABLE UPON RETIREMENTIn lieu of the optional forms of benefit available under Section 7.2(c) of the Plan, a Participant may elect to have the portion of his or her Accrued Benefitattributable to his or her Accrued Frozen Benefit paid in the following form, subject to Section 7.4 (relating to election and waiver procedures): A.Contingent Annuity Option: A Participant (each, an “Eligible Participant”) who has a Termination of Employment after he or she (1) hascompleted at least 14 Benefit Years, or (2) has attained age 65 and has completed at least 5 Benefit Years, or (3) has attained his or her EarlyRetirement Date may elect a contingent annuity option under which the Participant may designate a percentage equal to 25%, 50%, 75% or 100%of his or her Pension to be paid upon his or her death to a contingent Beneficiary designated by such Participant. The annuity otherwise payable toa Participant electing a Contingent Annuity Option or to his or her contingent Beneficiary will be actuarially reduced using the Schedule BActuarial Factors to reflect the payments which may become payable to the Beneficiary. Notwithstanding the preceding sentence, if theParticipant’s Spouse is designated as the contingent Beneficiary, the actuarial reduction will not reflect the cost of a joint and survivor annuityoption providing a survivor annuity to the Participant’s Spouse of 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (1) 50% of the amount payable to the Participant, if a 50%, 75% or 100% contingent annuity option is elected, or (2) 25% of the amount payableto the Participant, if a 25% contingent annuity option is elected; provided, however, that the subsidy described in this sentence shall not apply toa former spouse who is to be treated as a Participant’s spouse pursuant to a qualified domestic relations order, unless the qualified domesticrelations order specifically provides that such subsidy applies to the former spouse. If the contingent Beneficiary is other than the Spouse, thepercentage payable to the contingent Beneficiary after the Participant’s death may not exceed the applicable percentage from Appendix B. Thecontingent annuity option of an electing Participant who has a Termination of Employment before he or she attains his or her Early RetirementDate shall be canceled. 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX BMINIMUM DISTRIBUTION INCIDENTAL BENEFIT TABLE Excess if Age of Participantover Age of Beneficiary ApplicablePercentage 10 years or less 100% 11 96% 12 93% 13 90% 14 87% 15 84% 16 82% 17 79% 18 77% 19 75% 20 73% 21 72% 22 70% 23 68% 24 67% 25 66% 26 64% 27 63% 28 62% 29 61% 30 60% 31 59% 32 59% 33 58% 34 57% 35 56% 36 56% 37 55% 38 55% 39 54% 40 54% 41 53% 42 53% 43 53% 44 and greater 52% 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table GReduction Factors Applicable to Accrued Frozen Benefit under Schedule BFor Pension Starting Date on or after Age 50 and before Early Retirement Age*Months Age 0 1 2 3 4 5 6 7 8 9 10 11 50 0.235 0.237 0.239 0.240 0.242 0.244 0.246 0.247 0.249 0.251 0.253 0.254 51 0.256 0.258 0.260 0.262 0.264 0.266 0.268 0.269 0.271 0.273 0.275 0.277 52 0.279 0.281 0.283 0.286 0.288 0.290 0.292 0.294 0.296 0.299 0.301 0.303 53 0.305 0.307 0.310 0.312 0.314 0.317 0.319 0.321 0.324 0.326 0.328 0.331 54 0.333 0.336 0.338 0.341 0.344 0.346 0.349 0.352 0.354 0.357 0.360 0.362 55 0.365 0.368 0.371 0.374 0.377 0.380 0.383 0.385 0.388 0.391 0.394 0.397 56 0.400 0.403 0.407 0.410 0.413 0.417 0.420 0.423 0.427 0.430 0.433 0.437 57 0.440 0.444 0.447 0.451 0.455 0.458 0.462 0.466 0.469 0.473 0.477 0.480 58 0.484 0.488 0.492 0.496 0.500 0.504 0.509 0.513 0.517 0.521 0.525 0.529 59 0.533 0.538 0.542 0.547 0.552 0.556 0.561 0.566 0.570 0.575 0.580 0.584 60 0.589 0.594 0.599 0.605 0.610 0.615 0.620 0.625 0.630 0.636 0.641 0.646 61 0.651 0.657 0.663 0.669 0.675 0.681 0.687 0.692 0.698 0.704 0.710 0.716 62 0.722 0.729 0.736 0.742 0.749 0.756 0.763 0.769 0.776 0.783 0.790 0.796 63 0.803 0.811 0.818 0.826 0.834 0.841 0.849 0.857 0.864 0.872 0.880 0.887 64 0.895 0.904 0.913 0.921 0.930 0.939 0.948 0.956 0.965 0.974 0.983 0.991 65 and Over 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 *Factors above are to be multiplied by the Frozen Accrued Benefit applicable to Schedule B. The Basis for the above Factors is the 1971 TPF&C ProjectionMortality Table for Males with 1-Year Setback, and 7.00% Interest.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.SCHEDULE CPROVISIONS APPLICABLE TOACCRUED FROZEN BENEFITUNDER THE CASH BALANCE PROVISIONSOF THE TXU RETIREMENT PLAN 1.APPLICATIONThis Schedule C shall apply only to a Participant who, immediately prior to becoming a Participant, was a participant in the TXU Retirement Plan (the “TXUPlan”). The provisions of this Schedule C shall govern with respect to all matters relating to such a Participant’s Cash Balance Account that is attributable tothe Participant’s accrued benefit under the TXU Plan. 2.DEFINED TERMSFor purposes of this Schedule C, capitalized terms used herein shall have their respective meanings set forth in the Plan, except that the following words andphrases shall have the following respective meanings when capitalized unless the context clearly indicates otherwise: A.Accrued Frozen Benefit. The amount payable with respect to a Participant’s accrued benefit under the TXU Plan determined as of the date suchParticipant became a Participant commencing on the first day of the month coinciding with or next following a Participant’s Schedule C NormalRetirement Age, determined as if such amount were payable in the form of a single life annuity for the life of the Participant. B.Accredited Service. A Participant’s Accredited Service includes the Participant’s “Accredited Service” as of the date he or she becomes aParticipant, determined in accordance with the provisions of the TXU Plan as in effect on such date, and the number of years and full calendarmonths of service beginning on the date the Participant becomes a Participant and ending on the Participant’s Severance from Service Date (asdefined below) but not to exceed, in the aggregate, a maximum of 40 years. A Participant’s Severance from Service is the earlier of the first day ofthe month coincident with or next following the date on which an Employee quits, retires or is discharged or dies, or the first day of the monthcoincident with or next following the first anniversary of the first day of absence for any other reason. Severance from Service shall not occur if anEmployee leaves the employ of an Employer and is eligible for disability benefits as defined in and determined under the TXU Corp. EmployeeLong-Term Disability Income Plan (or any successor plan), so long as such Employee remains eligible for disability benefits. Accredited Serviceshall not include any Period of Service for which the Accrued Frozen Benefit has been settled by a cash payment, unless, within the latter of: (a) 5years of reemployment, or (b) 5 consecutive one-year breaks in service, the full cash payment is repaid together with interest at the annualcompound rate of interest as may be specified by law from the date of the cash payment to the date of repayment. C-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. C.Earlier Than Normal Retirement Date. The date on which a Participant attains age 55 and completes at least 15 years of Accredited Service. D.Schedule C Actuarial Factors. With respect to the computation of lump sum benefit payments, the mortality table prescribed in Revenue Ruling2001-62 and an interest rate equal to the annual rate on 30-year U.S. Treasury securities for the month of November prior to the Plan Year forwhich the lump sum payment is being determined. With respect to the computation of monthly benefit payments, a unisex rate taken from the1983 Group Annuity Mortality Table weighted to reflect a fixed blend of 85% males and 15% females and interest rate equal to 8%. E.Schedule C Normal Retirement Age. Age 65. 3.SPECIAL RULES REGARDING COMPUTATION OF BENEFIT A.Factors to Calculate Pension Paid Before Schedule C Normal Retirement Age 1.Pension Starting Date on or After the Earlier Than Normal Retirement Date and Attainment of Age 62, but Prior to Schedule C NormalRetirement Age. The Pension attributable to the Accrued Frozen Benefit of a Participant whose Termination of Employment occurs on orafter his or her Earlier Than Normal Retirement Date and whose Pension commences after his or her attainment of age 62, but prior to hisor her Schedule C Normal Retirement Age shall be such Participant’s Accrued Frozen Benefit without any actuarial reduction. 2.Pension Starting Date on or After the Earlier Than Normal Retirement Date and Prior to Attainment of Age 62. The Pension attributable tothe Accrued Frozen Benefit of a Participant whose Termination of Employment occurs on or after his or her Earlier Than NormalRetirement Date and whose Pension commences before his or her attainment of age 62 shall be such Participant’s Accrued Frozen Benefitreduced at the annual rate of 4% for each of the years and full calendar months (taken as twelfths of a year) by which his Earlier ThanNormal Retirement Date precedes the first day of the month coincident with or next following his 62nd birthday. 3.Pension Starting Date Prior to the Earlier Than Normal Retirement Date. The Pension attributable to the Accrued Frozen Benefit of aParticipant whose Termination of Employment occurs prior to his or her Earlier than Normal Retirement Date shall be the Participant’sAccrued Frozen Benefit reduced at the annual rate of 4% for each of the years and full calendar months (taken as twelfths of a year) to thegreater of his age as of his Pension Starting Date or age 55 and further reduced (if applicable) on an actuarial basis from age 55 to theParticipant’s Pension Starting Date. C-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. B.Lump Sum Value. If a Participant elects to receive his or her Accrued Frozen Benefit in the form of a lump sum distribution as described inOption 2 of Section 7.2(c) of the Plan, the amount of the lump sum attributable to the Participant’s Accrued Frozen Benefit shall be the greater of: 1.the lump sum actuarial equivalent of the Participant’s Accrued Frozen Benefit determined using the Schedule C Actuarial Factors, and 2.an amount equal to the present value of the Participant’s Accrued Frozen Benefit determined as the date the Participant became aParticipant in the Plan using a 6.75% discount rate and the 1983 Group Annuity (unisex) Mortality Table (50% male, 50% female).assuming the Accrued Frozen Benefit otherwise payable at the Schedule C Normal Retirement Age would commence at the later of theParticipant’s attained age as of the date the Participant became a Participant in the Plan or age 62. 4.OPTIONAL FORMS OF BENEFIT PAYABLE UPON RETIREMENTIn lieu of the forms of benefit available under Section 7.2 of the Plan, a Participant may elect to have the portion of his or her Accrued Benefit attributable tohis or her Accrued Frozen Benefit paid in the following forms, subject to Section 7.4 (relating to election and waiver procedures): A.Ten- Year Certain Option: A Participant may elect to receive his or her Accrued Frozen Benefit in the form of a reduced amount which is theActuarial Equivalent, determined using the Schedule C Actuarial Assumptions, of his or her Accrued Frozen Benefit during his or her lifetimeand, in the event of the Participant’s death prior to the expiration of ten years following his or her Pension Starting Date, such Accrued FrozenBenefit shall continue for any unexpired portion of such ten-year period to his designated Beneficiary or Beneficiaries. Subject to Section 7.4, theParticipant shall have the right to change or redesignate his or her Beneficiary or successive Beneficiaries at any time prior to the expiration of theten-year period described above. If the Beneficiary or successive Beneficiaries shall survive the retired Participant but die prior to the expiration ofthe ten-year period described above, the commuted value of the remaining payments due the Beneficiaries shall be paid to the estate of suchBeneficiaries. If the Participant shall die within the ten-year period described above without any surviving designated Beneficiary, the commutedvalue of the payments which would otherwise have been paid during the remaining portion of said ten-year period shall be paid by the Trustee atthe direction of the Administrator (i) to the surviving Spouse of such deceased Participant, if any, or (ii) if there shall be no surviving Spouse, tothe surviving children of such deceased Participant, if any, in equal shares, or (iii) if there shall be no surviving Spouse or surviving children, tothe executor or administrator of the estate of such deceased Participant, or (iv) if no executor or administrator shall have been appointed for theestate of such deceased Participant within six months following the date of the Participant’s death, in equal shares to the person or persons whowould be entitled under the intestate succession laws of the state of the Participant’s domicile to receive the Participant’s personal estate. C-3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. B.Social Security Adjustment Option: A Participant whose Pension Starting Date occurs after his or her Earlier Than Normal Retirement Date andprior to his or her attainment of age 62 may elect, at any time prior to his or Earlier Than Normal Retirement Date, to have the amount of his orher Accrued Frozen Benefit increased during the period prior to becoming eligible to receive monthly benefits under the Social Security Act, anddecreased during the period after becoming eligible to receive monthly benefits under the Social Security Act, so as to provide for the Participant anessentially uniform total retirement benefit composed of his Accrued Frozen Benefit and monthly benefits under the Social Security Act. Forpurposes of this optional form of benefit, the monthly benefits under the Social Security Act shall mean the old age insurance benefit that aParticipant might be entitled to receive at the earliest age the Participant will be eligible to begin receiving monthly benefit under the Social SecurityAct as of the date he or she elects this optional form of benefit and the Accrued Frozen Benefit shall not be adjusted because of any subsequentchange in the actual monthly benefits received under the Social Security Act. If the Participant elects the Social Security Adjustment Option, his orher Accrued Frozen Benefit shall be the greater of (i) the Accrued Frozen Benefit reduced as described in Paragraph 3.A.2 of this Schedule C andapplying the Schedule C Actuarial Assumptions for computing monthly benefit payments; and (ii) the Accrued Frozen Benefit actuarially reducedto the Participant’s age at retirement and converted to the Social Security Adjustment Option applying the Schedule C Actuarial Assumptions forcalculating lump sum benefit payments. C-4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.21EXELON CORPORATIONSENIOR MANAGEMENTSEVERANCE PLAN(As Amended and Restated)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.EXELON CORPORATIONSENIOR MANAGEMENT SEVERANCE PLAN(As Amended and Restated) 1.PURPOSE OF THE PLANThe Exelon Corporation Senior Management Severance Plan, as amended and restated herein (the “Plan”), is effective as of April 1, 2013 (the “EffectiveDate”) except as otherwise specifically provided herein, and supersedes in its entirety all prior versions of the Plan with respect to terminations of employmentoccurring any time on or after the Effective Date (or such other date as set forth herein). The Plan provides severance benefits to eligible executives of ExelonCorporation (“Exelon”) and its subsidiaries of which Exelon owns at least 80% of the outstanding voting power that are designated by the Plan Administratoras participating employers in the Plan (Exelon and such subsidiaries jointly and severally referred to as the “Company”) who submit a Notice of Terminationor who are notified of their termination of employment on or after the Effective Date (or such other date as set forth herein), and to provide additional protectionin the event of a Change in Control of Exelon or an Imminent Control Change of Exelon. 2.ELIGIBILITY 2.1.Eligibility in General. Subject to the remaining provisions of this Section 2.1, eligibility to participate in the Plan is limited to each employee of theCompany whose position is in Salary Band E09 (or equivalent executive grade) or above (an “Executive”) who executes and returns to theCompany by the later of 90 days after becoming an Executive, or 90 days after delivery thereof to the Executive, non-competition, non-solicitation, confidential information and intellectual property covenants (“Restrictive Covenants”) which are acceptable to Exelon and are eithersubstantially in the form attached hereto and made a part hereof as Exhibit I (as may be modified from time to time by Exelon in its solediscretion) or set forth in another agreement between the Company and the Executive. Notwithstanding any provision of the Plan to the contrary,eligibility for benefits under the Plan shall be subject to the provisions of any agreement (including but not limited to an offer of employment orgrant instrument) between an Executive and the Company providing that that such Executive would be ineligible for (or waives) all or a portion ofthe benefits under the Plan or “change in control” benefits in the event of a termination of employment, or under which the Executive had agreed,prior to the Applicable Trigger Date, to terminate his or her employment. 2.2.Eligibility Under Section 4. Subject to Section 2.1, each Executive shall be eligible for the benefits provided under Section 4 hereof in the eventsuch Executive has a Termination of Employment; provided, however, that any Executive whose Termination of Employment is covered underSection 5 hereof or a change in control agreement entered into between such Executive and the Company (an “Individual Change in ControlAgreement”), or who is an interim employee separating under the change in control provisions of another severance plan, shall not be eligible forbenefits under Section 4, except as expressly provided in Section 5 or such Individual Change in Control Agreement (which expressly refers to thebenefits under Section 4 of this Plan).Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 2.3.Eligibility Under Section 5. Eligibility for the benefits provided under Section 5 hereof due to a Termination of Employment during a Post-ChangePeriod or an Imminent Control Change Period shall be subject to Section 2.1, and shall be limited to persons who are Executives immediately priorto the Applicable Trigger Date and who are not subject to Individual Change in Control Agreements. 3.PARTICIPATIONEach eligible Executive shall become a participant in the Plan (“Participant”) upon his or her execution of a separation agreement with the Company insuch form as the Company, in its sole discretion, shall require or permit (the “Severance Agreement”), provided such Severance Agreement is executed not laterthan 45 days after the Executive’s Termination Date. Notwithstanding anything herein to the contrary, each Executive shall also be required to execute, not laterthan 45 days after the Executive’s Termination Date, a waiver and release of claims against the Company (“Waiver and Release”) which is substantially in theform attached hereto and made a part hereof as Exhibit II, as may from time to time be modified by the Company in its sole discretion. Such Waiver andRelease shall also include, with respect to an executive who was employed by Constellation Energy Group, Inc., or its subsidiary or affiliate (collectively,“Constellation”) immediately prior to March 12, 2012, a release of any and all claims for additional severance, incentive and change in control payments orbenefits of any kind (other than any previous vesting of equity awards). An Executive’s right to the payments and benefits under this Plan shall be contingentupon (a) Executive having timely executed and delivered to the Company the Severance Agreement, Waiver and Release and Restrictive Covenants,(b) Executive not revoking the Waiver and Release and (c) Executive not violating any of Executive’s on-going obligations under the Plan, the Waiver andRelease and the Restrictive Covenants. To the extent that the Company makes payments and provides benefits to an Executive prior to receipt of the Waiver andRelease and/or the expiration of the revocation period and the Executive either does not timely execute and deliver the Waiver and Release to the Company orrevokes the Waiver and Release in accordance with its terms, Executive shall pay to the Company within 10 days following the expiration of the 45-dayconsideration period or the date such release was revoked, a lump sum payment of all payments and the value of all benefits received by Executive to datehereunder. 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4.BENEFITSA Participant described in Section 2.2 shall be entitled to all Accrued Obligations and, subject to Section 6, benefits pursuant to this Section 4 upon theParticipant’s Termination of Employment. 4.1.Severance Pay. (a)In General. Each Participant other than a Participant described in Section 4.1(b) shall receive severance pay at a monthly rate equal to 1/12of the sum of (a) the Participant’s annual base salary in effect as of the date of Termination of Employment, plus, if the Executive is aparticipant in the Annual Incentive Award Plan with respect to the year in which the Termination Date occurs, (b) the Severance Incentive.Subject to Section 13.13 below, payment shall be made in regular payroll installments for the duration of the applicable SalaryContinuation Period, as indicated below, commencing no later than the second paydate which occurs after the Participant’s TerminationDate. Payment will be made in accordance with the Company’s normal payroll practices, net of applicable taxes and other deductions. Participant Level Salary Continuation PeriodSenior Executive Management 24 monthsSenior Vice Presidents of Exelon 18 monthsOther Executives 15 months (b)Participants Employed for Less Than Two Years. Each Participant who has been continuously employed by the Company for less thantwenty-four months as of the Participant’s Termination Date shall receive severance pay at a monthly rate equal to 1/12 of the Participant’sannual base salary in effect as of the Termination Date. Subject to Section 13.13 below, payment shall be made in regular payrollinstallments for the duration of the applicable Salary Continuation Period, as indicated below, commencing no later than the secondpaydate which occurs after the Participant’s Termination Date. Payment will be made in accordance with the Company’s normal payrollpractices, net of applicable taxes and other deductions. Participant Level Salary Continuation PeriodSenior Executive Management 18 months (12 months if employed < 12 months)Other Executives 12 months (6 months if employed < 12 months) 4.2.Annual Incentive Awards. Each Participant who is a participant in the Annual Incentive Award Plan for the year in which the Termination Dateoccurs shall receive an Annual Incentive which shall be prorated by multiplying the amount of such Annual Incentive by a fraction the numeratorof which is the number of days elapsed during such year as of the Participant’s Termination Date and the number of days in the year in whichTermination Date occurs. Payment of Annual 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Incentives under this Section 4.2 shall be made in a lump sum net of applicable taxes and other deductions at the time awards under the AnnualIncentive Award Plan are paid to active employees for such performance period (but not later than March 15 of the year following the last day ofsuch performance period), and shall be considered a “short-term deferral” within the meaning of Section 409A of the Code. A Participant who isnot a participant in the Annual Incentive Award Plan for the year in which the Termination Date occurs shall not be entitled to an AnnualIncentive, and the amount (if any) payable under any other Incentive Plan for such year shall be determined by the Company in its sole discretion. 4.3.Stock Options. No Participant shall be entitled to participate in any new grants of Stock Options (as defined in Section 5.1(b)) made after suchParticipant’s notification of his or her Termination of Employment. Except as provided below, any Stock Options previously granted to theParticipant shall be exercisable only to the extent such Stock Options are exercisable as of the date of such Participant’s Termination Date andshall thereafter be exercised in accordance with the provisions of the LTIP. Stock Options which remain unexercisable as of the Participant’sTermination Date shall be forfeited. Notwithstanding the preceding, if, as of the last day of the Salary Continuation Period, such Participant hasattained at least age 50 ( age 55 with respect to Stock Options granted on or after January 1, 2013) and completed at least 10 years of service asdefined under the tax-qualified defined benefit plan maintained by Exelon in which the Executive is a participant (the “Pension Plan”) or SERP,then any Stock Options granted to such Participant which have not become exercisable prior to the Participant’s Termination Date shall (i) becomefully vested, and (ii) remain exercisable until the fifth anniversary of the Termination Date or, if earlier, the option expiration date, provided thatthis Section 4.3 shall not limit the right of the Company to cancel the Stock Options in connection with a corporate transaction pursuant to theterms of the LTIP. 4.4.Other Awards. Awards of Performance Shares, Restricted Stock (as defined in Sections 5.1(c) and 5.1(d), respectively) and/or Cash PerformanceAwards, as applicable, shall be payable to a Participant solely to the extent provided under the terms of such awards and the applicable planunder which such awards are granted; provided, however, that to the extent the Company determines that a Participant is a Specified Employeeand that any such payment is deferred compensation, each within the meaning of Section 409A of the Code, such payment shall not be madeprior to the earlier to occur of (i) the six-month anniversary of the Termination Date or (ii) the date of the Participant’s death. 4.5.Health Care Coverage. During the Salary Continuation Period, a Participant (and his or her dependents) shall be eligible to participate in the healthcare plans under which they were covered immediately prior to his or her Termination of Employment, in accordance with and subject to the termsand conditions of such plans as in effect from time to time. The Participant’s out of pocket costs (including premiums, deductibles and co-payments) for such coverage shall be the same as that in effect from time to time for active peer employees during such period. Coverage underthis Paragraph 4.5 shall be provided for the duration of 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. the Salary Continuation Period in lieu of continuation coverage under Section 4980B of the Code and Section 601 to 609 of ERISA (“COBRA”)for the same period. At the end of the Salary Continuation Period, COBRA continuation coverage may be elected for the remaining balance of thestatutory coverage period, if any; provided, however that a Participant who, as of the last day of the Salary Continuation Period, has attained atleast age 50 and completed at least 10 years of service (or who has completed such other age and service requirement then in effect under theExelon Corporation Severance Benefit Plan or any successor plan as of the relevant time set forth in such plan) under the terms of the PensionPlan (or who, pursuant to the terms of an offer of employment or employment agreement or under any provision of the Pension Plan or SERP, iscredited with a number of additional years of age and/or service that would enable such Participant to satisfy the above eligibility requirements)shall be entitled to elect such Company group health care programs for retirees as are in effect as of the Termination Date and are applicable tosuch Participant by the programs’ eligibility terms and conditions as though such Participant had attained such programs’ age and servicerequirements. The eligibility for coverage and availability of programs or plans, the amounts charged for coverage, and the other terms, conditionsand limitations under the Company’s group health care programs or plans shall remain subject to the Company’s right to amend, change orterminate such programs or plans at any time. 4.6.SERP / Other Deferred Compensation. For purposes of the Participant’s SERP benefit, the Salary Continuation Period shall be taken into accountas service solely for purposes of determining whether the Participant is vested (i.e., 3 or 5 years of service) and, to the extent relevant under thePension Plan covering the Participant, the amount of the Participant’s regular accrued benefit, but not for purposes of determining eligibility forearly retirement benefits (including any social security supplement) or any other purpose. In determining the amount of the Participant’s vestedbenefit, if any, the severance payments made under Section 4.1 shall be taken into account as if such payments were normal base salary andincentive payments. Payment shall be made in accordance with the SERP and the Participant’s distribution election in effect thereunder as of theTermination Date (or, if no affirmative election is in effect as of such date, the default election applicable to the Participant). All amountspreviously deferred by, or accrued to the benefit of, such Participant under the Exelon Corporation Deferred Compensation Plan, the ExelonCorporation Stock Deferral Plan or the Constellation Energy Group, Inc. Nonqualified Deferred Compensation Plan shall, to the extent vested, bepaid in accordance with the Participant’s distribution election in effect thereunder as of the Termination Date (or, if no affirmative election is ineffect as of such date, the default election applicable to the Participant). 4.7.Life Insurance and Disability Coverage. A Participant shall be eligible for continued coverage under the applicable life insurance and long termdisability plans sponsored by the Company (or other equivalent coverage or benefits) shall be extended to each Participant through the last day ofthe Salary Continuation Period applicable to such Participant on the same terms and subject to the same 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. terms and conditions as are applicable to active peer employees (including, without limitation, submission of proof by an Executive who seekslong term disability benefits that such Executive would have satisfied the conditions for such benefits had the Executive been an employee duringthe Salary Continuation Period and terminated employment on or before the last day of such period). 4.8.Executive Perquisites. Executive perquisites shall terminate effective as of the Participant’s Termination Date, and any Company-owned propertyshall be required to be returned to the Company no later than such date. 4.9.Outplacement Services. Each Participant shall be entitled to outplacement services at the expense of the Company for twelve months and subject tosuch terms and conditions as the Plan Administrator, in its sole discretion, determines are appropriate. No cash shall be paid in lieu of such feesand costs. 4.10.Restrictions on In-Kind Benefits. The in-kind benefits provided under each of Sections 4.5, 4.7 and 4.8 during any calendar year shall not affectthe benefits to be provided under such section in any subsequent calendar year. The right to such benefits shall not be subject to liquidation orexchange for any other benefit 4.11.Other Coverage. Notwithstanding the foregoing, if such Participant is eligible to obtain a specific type of coverage under welfare plan(s) sponsoredby another employer of such Participant (e.g. medical, prescription, vision, dental, disability, individual life insurance benefits, group lifeinsurance benefits, but excluding for the purposes of this sentence retiree benefits if such Participant is so eligible), then the Company shall not beobligated to provide any such specific type of coverage. The Participant shall promptly notify the Plan Administrator of any such coverage. 5.CHANGE IN CONTROL BENEFITSA Participant described in Section 2.3 shall be entitled to all Accrued Obligations and, subject to Section 6, benefits pursuant to this Section 5 if such aParticipant has a Termination of Employment during a Post-Change Period or Imminent Control Change Period, and such Participant shall not be eligible forbenefits under Section 4 unless so expressly provided in this Section 5. 5.1.Termination During a Post-Change Period. If, during a Post-Change Period, an eligible Executive has a Termination of Employment and becomes aParticipant, the Company’s sole obligations under Section 4 and Sections 5.1 and 5.2 shall be as set forth in this Section 5.1 (subject to Sections5.3, 5.5, 5.6 and 6.0. (a)Severance Payments. The Company shall pay or provide (or cause to be provided) to such Participant, according to the payment terms setforth in Section 5.3 below, the following: (i)Annual Incentive for Year of Termination. An amount equal to the Annual Incentive applicable to such Participant under theIncentive Plan for the performance period in which the Termination Date occurs; 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii)Deferred Compensation and Non-Qualified Defined Contribution Plans. All amounts previously deferred by, or accrued to thebenefit of, such Participant under the Exelon Corporation Deferred Compensation Plan, the Exelon Corporation Stock Deferral Planor the Constellation Energy Group Inc. Deferred Compensation Plan, any successor plan, or under any other non-qualified definedcontribution or deferred compensation plan of the Company, whether vested or non-vested, together with any accrued earningsthereon, to the extent that such amounts and earnings have not been previously paid by the Company and are not provided underthe terms of any such non-qualified plan; (iii)SERP Enhancement. An amount payable under the SERP equal to the positive difference, if any, between: (1)the lump sum value of such Participant’s benefit, if any, under the SERP, calculated as if such Participant had: (a)become fully vested in all Pension Plan and SERP benefits, (b)to the extent age is relevant under the Pension Plan covering the Participant, attained as of the Termination Date an agethat is two years greater than such Participant’s actual age and that includes the number of years of age credited tosuch Participant pursuant to any other agreement between the Company and such Participant, (c)to the extent service is relevant under the Pension Plan covering the Participant, accrued a number of years of service(for purposes of determining the amount of such benefits, entitlement to—but not commencement of—early retirementbenefits, and all other purposes of the Pension Plan and SERP) that is two years greater than the number of years ofservice actually accrued by such Participant as of the Termination Date and that includes the number of years ofservice credited to such Participant pursuant to any other agreement between the Company and such Participant, and (d)received the severance benefits specified in Sections 5.1(a)(i) and 5.1(a)(v) as covered compensation in regularinstallments during the Severance Period, minus 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (2)the aggregate amounts paid or payable to such Participant under the SERP; (iv)Non-vested Benefits Under Pension Plan. An amount equal to the actuarial equivalent present value of any non-vested portion ofsuch Participant’s accrued benefit under the Pension Plan as of the Termination Date and forfeited by such Participant by reason ofthe Termination of Employment; and (v)Multiple of Salary and Severance Incentive. An amount equal to two (2) times the sum of (x) the Participant’s Base Salary plus, ifthe Participant is a participant in the Annual Incentive Award Plan for the year in which the Termination Date occurs, (y) theSeverance Incentive, net of applicable taxes and other deductions. (b)Stock Options. Each of such Participant’s stock options granted under the LTIP (“Stock Options”) shall (i) become fully vested, and(ii) remain exercisable until the fifth anniversary of the Termination Date or, if earlier, the expiration date of any such Stock Option,provided that this Section 5.1(b) shall not limit the right of the Company to cancel the Stock Options in connection with a corporatetransaction pursuant to the terms of the LTIP. (c)Performance Share Vesting. On the Termination Date, all of the performance share units granted to such Participant under the Exelon LongTerm Performance Share Award Program under the LTIP (“Performance Shares”) prior to January 1, 2013 to the extent earned by andawarded to such Participant (i.e. as to which the applicable performance cycle has elapsed) as of the Termination Date, shall become fullyvested at the actual level earned and awarded, and, to the extent not yet earned by and awarded to such Participant (i.e. as to which thecurrent performance cycle has not elapsed) as of the Termination Date, shall become fully vested at the earned level determined as of thelast day of the applicable performance cycle. With respect to all Performance Shares granted on or after January 1, 2013, suchPerformance Shares shall become vested and earned as set forth in the LTIP, as if the Executive had been involuntarily terminated withoutcause. (d)Other Awards. All forfeiture conditions that as of the Termination Date are applicable to any shares of restricted stock or restricted stockunits awarded to such Participant by Exelon other than under the Exelon Long Term Performance Share Award Program under the LTIP (“Restricted Stock”) shall (except as expressly provided to the contrary in the applicable awards) lapse immediately and all such awardswill become fully vested. All Cash Performance Awards shall become fully vested in accordance with their terms. 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (e)Continuation of Welfare Benefits. During the Severance Period, the Executive and the Executive’s dependents shall be eligible forparticipation in the Company’s welfare plans, including medical, prescription, dental, disability, employee life, group life and accidentaldeath benefits but excluding any severance pay (“Welfare Plans”) that covered the Participant or such Participant’s dependents as of theTermination Date, in accordance with the terms and conditions of such plans and applicable law. Such provision of welfare benefits shallbe subject to the following: (i)In determining benefits applicable under such Welfare Plans, such Participant’s annual compensation attributable to base salaryand incentives for any plan year or calendar year, as applicable, shall be deemed to be not less than such Participant’s Base Salaryand annual incentive for the year in which the Termination Date occurs. (ii)The cost of such welfare benefits to such Participant and dependents under this Section 5.1(e) shall not exceed the cost of suchbenefits to peer executives who are actively employed during the Severance Period. (iii)Health care coverage under this Section 5.1(e) shall be provided for the duration of the Severance Period in lieu of continuationcoverage under Section 4980B of the Code and Section 601 to 609 of ERISA (“COBRA”) for the same period. At the end of theSeverance Period, COBRA continuation coverage may be elected for the remaining balance of the statutory coverage period, if any,at the Participant’s sole expense. (iv)If such Participant has, as of the last day of the Severance Period, attained age 50 and completed at least 10 years of service with theCompany, such Participant shall be entitled to elect coverage under such Company group health care programs for retirees as are ineffect as of the Termination Date and are applicable to such Participant by the programs’ eligibility terms and conditions as thoughsuch Participant had attained such programs’ age and service requirements ; provided, however, that for purposes hereof, anyyears of age and/or credited service granted to such Participant in any other plan or agreement between such Participant and theCompany shall be taken into account. For purposes of determining eligibility for (but not the time of commencement of) such retireebenefits, such Participant shall also be considered (1) to have remained employed until the last day of the Severance Period and tohave retired on the last day of such period, and (2) to have attained at least the age such Participant would have attained on the lastday of the Severance Period. The eligibility for coverage and availability of programs or plans, the amounts charged for coverage,and the other terms, conditions and limitations under the Company’s group health care programs or plans shall remain subject tothe Company’s right to amend, change or terminate such programs or plans at any time. 9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the foregoing, if such Participant is eligible to obtain a specific type of coverage under welfare plan(s) sponsored byanother employer of such Participant (e.g. medical, prescription, vision, dental, disability, individual life insurance benefits, group lifeinsurance benefits, but excluding for the purposes of this sentence retiree benefits if such Participant is so eligible), then the Companyshall not be obligated to provide any such specific type of coverage. The Participant shall promptly notify the Plan Administrator of anysuch coverage. (f)Outplacement. To the extent actually incurred by such Participant, the Company shall pay or cause to be paid on behalf of suchParticipant, as incurred, all reasonable fees and costs charged by a nationally recognized outplacement firm selected by such Participantfor outplacement services provided for up to 12 months after the Termination Date. No cash shall be paid in lieu of such fees and costs. (g)Indemnification. Such Participant shall be indemnified and held harmless by the Company to the greatest extent permitted underapplicable law and the Company’s by-laws if such Participant was, is, or is threatened to be, made a party to any pending, completed orthreatened action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceedingbrought by a third party (and not by or on behalf of the Company or its shareholders) whether civil, criminal, administrative orinvestigative, and whether formal or informal, by reason of the fact that such Participant is or was, or had agreed to become, a director,officer, employee, agent, or fiduciary of the Company or any other entity which such Participant is or was serving at the request of theCompany (“Proceeding”), against all expenses (including all reasonable attorneys’ fees) and all claims, damages, liabilities and lossesincurred or suffered by such Participant or to which such Participant may become subject for any reason; provided, that the Participantprovides the Company written notice of any such Proceeding promptly after receipt and such that the Company’s ability to defend shallnot be prejudiced in any fashion and the Company shall have the right to direct the defense, approve any settlement and shall not berequired to indemnify the Participant in connection with any proceeding initiated by the Participant, including a counterclaim orcrossclaim, unless such proceeding was authorized by the Company, and that the Participant fully cooperates in the investigation anddefense of such Proceeding. (h)Directors’ and Officers’ Liability Insurance. For a period of six years after the Termination Date, the Company shall provide suchParticipant with coverage under a directors’ and officers’ liability insurance policy in an amount no less than, and on terms no lessfavorable than, those provided to peer executives of the Company from time to time. 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 5.2.Termination During an Imminent Control Change Period. If, during an Imminent Control Change Period, a Participant has a Termination ofEmployment, then such Participant shall receive benefits at the time and in the manner provided in Section 4 and the Company’s sole obligationsto such Participant under Sections 5.1 and 5.2 shall be as set forth in this Section 5.2 (and subject to Sections 5.3, 5.5, 5.6 and 6). TheCompany’s obligations to such Participant under this Section 5.2 shall in all events be reduced by any amounts or benefits paid or providedpursuant to Section 4. (a)Cash Severance Payments. If the Imminent Control Change Period culminates in a Change Date, the Company shall pay (or cause to bepaid) to such Participant the amounts described in Section 5.1(a)(i) through (v). Such amounts shall be paid to such Participant asdescribed in Section 5.3, provided that amounts that would have been paid prior to the Change Date shall be paid in a lump sum (withoutinterest) within 30 business days after the Change Date. (b)Vested Stock Options. Such Participant’s Stock Options, to the extent vested on the Termination Date, (i)will not expire (unless such Stock Options would have expired had such Participant remained an employee of the Company) duringthe Imminent Control Change Period; and (ii)will continue to be exercisable after the Termination Date to the extent provided in the applicable grant agreement or the LTIP, andthereafter such Stock Options shall not be exercisable during the Imminent Control Change Period.If the Imminent Control Change Period lapses without a Change Date, then such Participant’s Stock Options, to the extent vested on theTermination Date, may be exercised, in whole or in part, during the 30-day period following the lapse of the Imminent Control ChangePeriod, or, if longer, the period during which such Participant’s vested Stock Options could otherwise be exercised under the terms of theapplicable grant agreement or the LTIP (but in no case shall any Stock Options remain exercisable after the date on which such StockOptions would have expired if such Participant had remained an employee of the Company).If the Imminent Control Change Period culminates in a Change Date, then effective upon the Change Date, such Participant’s StockOptions, to the extent vested on the Termination Date, may be exercised in whole or in part by such Participant at any time until the earlierof the fifth anniversary of the Change Date or the option expiration date for such Stock Options, provided that this Section 5.2(b) shallnot limit the right of the Company to cancel the Stock Options in connection with a corporate transaction pursuant to the terms of theLTIP. 11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (c)Non-vested Stock Options. Such Participant’s Stock Options that are not vested on the Termination Date: (i)will not expire (unless such Stock Options would have expired had such Participant remained an employee of the Company) duringthe Imminent Control Change Period; and (ii)will not continue to vest and will not be exercisable during the Imminent Control Change Period.If the Imminent Control Change lapses without a Change Date, such non-vested Stock Options will thereupon expire.If the Imminent Control Change culminates in a Change Date, then immediately prior to the Change Date, such non-vested Stock Optionsshall become fully vested, and may thereupon be exercised in whole or in part by such Participant at any time until the earlier of the fifthanniversary of the Change Date, or the option expiration date for such Stock Options, provided that this Section 5.2(c) shall not limit theright of the Company to cancel the Stock Options in connection with a corporate transaction pursuant to the terms of the LTIP. (d)Performance Shares. Such Participant’s Performance Shares granted under the Exelon Long Term Performance Share Award Programunder the LTIP will not be forfeited during the Imminent Control Change Period, and will not continue to vest during the Imminent ControlChange Period. If the Imminent Control Change lapses without a Change Date, such Performance Shares shall be governed according tothe terms of Section 4. If the Imminent Control Change Period culminates in a Change Date: (i)All Performance Shares granted to such Participant under the Exelon Long Term Performance Share Award Program under the LTIPprior to January 1, 2013, which, as of the Termination Date, have been earned by and awarded to such Participant, shall becomefully vested at the actual earned level on the Change Date, and (ii)All of the Performance Shares granted to such Participant under the Exelon Long Term Performance Share Award Program under theLTIP prior to January 1, 2013 which, as of the Termination Date, have not been earned by and awarded to such Participant shallbecome fully vested on the Change Date at the actual earned level as of the last day of the applicable performance cycle, and (iii)With respect to all Performance Shares granted on or after January 1, 2013, such Performance Shares shall become vested andearned as set forth in the LTIP, as if the Executive had been involuntarily terminated without cause. 12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (e)Restricted Stock. Such Participant’s non-vested Restricted Stock will: (i)not be forfeited during the Imminent Control Change Period; and (ii)not continue to vest during the Imminent Control Change Period.If the Imminent Control Change Period lapses without a Change Date, such non-vested Restricted Stock shall thereupon be forfeited.If the Imminent Control Change Period culminates in a Change Date, then immediately prior to the Change Date, such Participant’sRestricted Stock shall (except as expressly provided to the contrary in the award) become fully vested, and within ten business days afterthe Change Date, the Company shall deliver to such Participant all of such shares theretofore held by or on behalf of the Company, whichwill be subject to the same terms which other stockholders of the Company receive in the transaction. (f)Cash Performance Awards. All Cash Performance Awards shall become fully vested in accordance with the terms of the underlying awarddocuments. (g)Continuation of Welfare Benefits. The Participant and the Participant’s dependents shall be eligible for welfare benefits (other than anyseverance pay that may be considered a welfare benefit) in accordance with the terms and conditions of the applicable plans during theImminent Control Change Period, to the same extent as if such Participant had remained employed during such period, subject to thefollowing: (i)in determining benefits applicable under such Welfare Plans, such Participant’s annual compensation attributable to base salaryand incentives for any plan year or calendar year, as applicable, shall be deemed to be not less than such Participant’s Base Salaryand annual incentive for the year in which the Termination Date occurs; (ii)the cost of such welfare benefits to such Participant and dependents under this Section 5.2(g) shall not exceed the cost of suchbenefits to peer executives who are actively employed by the Company during the Imminent Control Change Period; and (iii)Health care coverage under this Section 5.2(g) shall be provided for the duration of the Severance Period in lieu of continuationcoverage under Section 4980B of the Code and Section 601 to 609 of ERISA (“COBRA”) for the same period. At the end of theSeverance Period, COBRA continuation coverage may be elected for the remaining balance of the statutory coverage period, if any.If the Imminent Control Change Period lapses without a Change Date, welfare benefit plan coverage under this Section 5.2(g) shallthereupon cease, subject to such Participant’s rights, if any, to continued coverage under a Welfare Plan, Section 4, or applicable law. Ifthe Imminent 13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Control Change Period culminates in a Change Date, then for the remainder of the Severance Period, the Participant and his or herdependents shall continue to be eligible for welfare benefits as described in, and subject to the limitations of Section 5.1(e).Notwithstanding the foregoing, if such Participant obtains a specific type of coverage under welfare plan(s) sponsored by anotheremployer of such Participant (e.g. medical, prescription, vision, dental, disability, individual life insurance benefits, group life insurancebenefits, but excluding for the purposes of this sentence retiree benefits if such Participant is so eligible), then the Company shall not beobligated to provide any such specific type of coverage. The Participant shall immediately notify the Plan Administrator of any suchcoverage. (h)Indemnification. Such Participant shall be indemnified and held harmless by the Company to the same extent as provided inSection 5.1(g), but only during the Imminent Control Change Period (or greater period provided under the Company’s by-laws) if theImminent Control Change Period lapses without a Change Date. (i)Termination During an Imminent Control Change Period: Directors’ and Officers’ Liability Insurance. The Company shall provide thesame level of directors’ and officers’ liability insurance for such Participant as provided in Section 5.1(h), but only during the ImminentControl Change Period (or greater period provided under the Company’s by-laws) if the Imminent Control Change Period lapses without aChange Date. 5.3.Timing of Severance Payments. Unless otherwise specified herein, the Accrued Obligations and the amount described in Section 5.1(a)(i) shall bepaid within 30 business days of the Termination Date, and such amounts shall be considered “short-term deferrals” within the meaning ofSection 409A of the Code. The amounts described in Sections 5.1(a)(ii), (iii) and (iv) shall be paid in accordance with the applicable deferredcompensation plan or the SERP and the Participant’s distribution election thereunder as of the Termination Date (or, if no affirmative election is ineffect as of such date, the default election in effect with respect to the Participant as of such date). Subject to Section 13.13, the severancepayments described in Section 5.1(a)(v) shall be paid during the Severance Period, beginning no later than the second paydate which occurs afterthe Termination Date, in periodic payments to a Participant according to the Company’s normal payroll practices at a monthly rate equal to 1/12of the sum of (i) such Participant’s Base Salary plus (ii) the Severance Incentive (if any). The in-kind benefits and reimbursements providedunder each of Sections 5.1(e), 5.1(h), 5.2(g) and 5.2(i) during any calendar year shall not affect the benefits or reimbursements to be providedunder such section in any subsequent calendar year. The right to such benefits and reimbursements shall not be subject to liquidation or exchangefor any other benefit. 14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 5.4.Other Terminations of Employment by the Company or a Participant. (a)Obligations. If, during a Post-Change Period or an Imminent Control Change Period, (i) the Company terminates an eligible Executive’semployment for Cause (or causes a Participant to be terminated for Cause) (“Cause Termination”) or disability (as determined by the PlanAdministrator in good faith), (ii) an Executive elects to retire or otherwise terminate employment other than for Good Reason, disability ordeath, or (iii) an eligible Executive’s employment terminates on account of death, the Company shall have no obligations to such Executiveunder Section 5. The remaining applicable provisions of this Plan (including the Restrictive Covenants) shall continue to apply. (b)Procedural Requirements. The Company shall strictly observe or cause to be strictly observed each of the following procedures inconnection with any Cause Termination during a Post-Change Period or an Imminent Control Change Period: an eligible Executive’stermination of employment shall not be deemed to be for Cause under this Section 5.4 unless and until there shall have been delivered tosuch Executive a written notice of the determination of the Chief Executive Officer of the Executive’s employer (“CEO”) (after reasonablewritten notice of such consideration by the CEO of acts or omissions alleged to constitute Cause is provided to such Executive and suchExecutive is given an opportunity to present a written response to the CEO regarding such allegations), finding that, in his or her goodfaith opinion, such Executive’s acts, or failure to act, constitutes Cause and specifying the particulars thereof in detail. 5.5.Sole and Exclusive Obligations. The obligations of the Company under this Plan with respect to any Termination of Employment occurringduring a Post-Change Period or Imminent Control Change Period shall supersede any severance obligations of the Company in any other plan ofthe Company or agreement between such Participant and the Company, including, without limitation, Section 4, any offer of employment oremployment contract of the Company which provides for severance benefits, except as explicitly provided in Section 5.2 or to the extent suchParticipant is ineligible for such benefits or such benefits are waived pursuant to Section 2.1. 5.6.Payment Capped. If at any time or from time to time, it shall be determined by the Company’s independent auditors that any payment or otherbenefit to a Participant pursuant to Section 4 or 5 of this Plan or otherwise (“Potential Parachute Payment”) is or will become subject to the excisetax imposed by Section 4999 of the Code or any similar tax payable under any United States federal, state, local, foreign or other law (“ExciseTaxes”), then the Potential Parachute Payments payable to such Participant shall be reduced to the largest amount which would both (a) not causeany Excise Tax to be payable by such Participant and (b) not cause any Potential Parachute Payments to become nondeductible by the Companyby reason of Section 280G of the Code (or any successor provision). 15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.TERMINATION OF PARTICIPATION; CESSATION OF BENEFITSA Participant’s benefits under Section 4 of the Plan shall terminate on the last day of the Participant’s Salary Continuation Period; provided that aParticipant’s right to benefits shall terminate immediately on such date as the Company discovers that the Participant has breached any of the RestrictiveCovenants or the Waiver and Release, or if at any time the Company determines that in the course of his or her employment the Executive engaged in conductdescribed in Section 7.11(b), (c), (d) or (e) or the Executive fails to comply with Section 13.2, in which case the Company may require the repayment ofamounts paid pursuant to Section 4.1 prior to such breach or other conduct, and shall discontinue the payment of any additional amounts under Section 4 ofthe Plan.A Participant’s benefits under Section 5 of the Plan shall terminate on the later of the last day of the Participant’s Severance Period or the date all benefitsto which the Participant is entitled to have been paid from the Plan; provided that a Participant’s right to benefits shall terminate immediately on the date theCompany discovers that the Participant has breached any of the Restrictive Covenants or the Waiver and Release, or if at any time the Company determines,in accordance with the procedural requirements set forth in Section 5.4(b) that in the course of his or her employment the Executive engaged in conductdescribed in Section 7.11(b), (c), (d) or (e) or the Executive fails to comply with Section 13.2, in which case the Company may require the repayment ofamounts paid pursuant to Section 5 prior to such breach or other conduct, and shall discontinue the payment of any additional amounts under Section 5 ofthe Plan.Benefits paid or payable to a Participant under Section 4 and Section 5 of the Plan shall be subject to any executive or officer incentive compensationrecoupment policy of the Board of Directors as in effect as of the Termination Date. 7.DEFINITIONSIn addition to terms previously defined, when used in the Plan, the following capitalized terms shall have the following meanings unless the contextclearly indicates otherwise: 7.1.“Accrued Annual Incentive” means the amount of any annual incentive earned but not yet paid with respect to the Company’s latest fiscal yearended prior to the Termination Date. 7.2.“Accrued Base Salary” means the amount of a Participant’s Base Salary that is accrued but not yet paid as of the Termination Date. 7.3.“Accrued Obligations” means, as of any date, the sum of a Participant’s Accrued Base Salary, Accrued Annual Incentive and any accrued butunpaid paid time off 7.4.“Annual Incentive” as of a certain date means an amount to which a Participant would have been entitled under the Annual Incentive Award Plan(or, with respect to a termination pursuant to Section 5, such other Incentive Plan applicable to such Participant) for the applicable performanceperiod based on the actual achievement performance goals established pursuant to such plan as of the end of the applicable performance periodhad the Participant remained employed through the last day of such period; provided, however, that any reduction in a Participant’s Base Salaryor annual incentive that would qualify as Good Reason shall be disregarded for purposes of this definition 16Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 7.5.“Annual Incentive Award Plan”, means the Exelon Corporation Annual Incentive Award Plan, or any successor plan thereto (including but notlimited to any annual incentive plan of a successor to a Company pursuant to a Change in Control). 7.6.“Applicable Trigger Date” means (a)the Change Date, with respect to a Post-Change Period; or (b)the date of an Imminent Control Change, with respect to the Imminent Control Change Period. 7.7.“Base Salary” for purposes of Section 5, means not less than 12 times the highest monthly base salary paid or payable to a Participant by theCompany in respect of the 12-month period immediately before the Applicable Trigger Date. 7.8.“Beneficial Owner” means such term as defined in Rule 13d-3 of the SEC under the Exchange Act. 7.9.“Board” means the Board of Directors of Exelon or, from and after the effective date of a Corporate Transaction (as defined in the definition ofChange in Control), the Board of Directors of the corporation resulting from a Corporate Transaction or, if securities representing at least 50% ofthe aggregate voting power of such resulting corporation are directly or indirectly owned by another corporation, such other corporation. 7.10. “Cash Performance Award” means any cash performance award granted to a Participant in lieu of an award of Performance Shares or RestrictedStock under the LTIP during employment by Commonwealth Edison Company. 7.11. “Cause” means, with respect to any Executive: (a)the refusal to perform or habitual neglect in the performance of the Executive’s duties or responsibilities, or of specific directives of theofficer or other executive of Exelon or any of its affiliates to whom the Executive reports which are not materially inconsistent with thescope and nature of the Executive’s employment duties and responsibilities; (b)an Executive’s willful or reckless commission of act(s) or omission(s) which have resulted in or are likely to result in, a material loss to,or material damage to the reputation of, Exelon or any of its affiliates, or that compromise the safety of any employee or other person; (c)the Executive’s commission of a felony or any crime involving dishonesty or moral turpitude; 17Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (d)an Executive’s material violation of Exelon’s or any of its affiliate’s Code of Business Conduct (including the corporate policies referencedtherein) which would constitute grounds for immediate termination of employment, or of any statutory or common law duty of loyalty toExelon or any of its affiliates; or (e)any breach by the Executive of any one or more of the Restrictive Covenants. 7.12. “Change Date” means each date on which a Change in Control occurs after the Effective Date. 7.13. “Change in Control” means: (a)any SEC Person becomes the Beneficial Owner of 20% or more of the then outstanding common stock of Exelon or of Voting Securitiesrepresenting 20% or more of the combined voting power of all the then outstanding Voting Securities of Exelon (such an SEC Person, a“20% Owner”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change inControl: (1) any acquisition directly from Exelon (excluding any acquisition resulting from the exercise of an exercise, conversion orexchange privilege unless the security being so exercised, converted or exchanged was acquired directly from Exelon), (2) any acquisitionby Exelon, (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Exelon or any corporationcontrolled by Exelon (a “Company Plan”), or (4) any acquisition by any corporation pursuant to a transaction which complies withclauses (i), (ii) and (iii) of subsection (c) of this definition; provided further, that for purposes of clause (2), if any 20% Owner of Exelonother than Exelon or any Company Plan becomes a 20% Owner by reason of an acquisition by Exelon, and such 20% Owner of Exelonshall, after such acquisition by Exelon, become the beneficial owner of any additional outstanding common shares of Exelon or anyadditional outstanding Voting Securities of Exelon (other than pursuant to any dividend reinvestment plan or arrangement maintained byExelon) and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;or (b)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majorityof the Incumbent Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, ornomination for election by Exelon’s shareholders, was approved by a vote of at least a majority of the directors then comprising theIncumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose,any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are usedin Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of aPerson other than the Board; or 18Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (c)Consummation of a reorganization, merger or consolidation (“Merger”), or the sale or other disposition of more than 50% of the operatingassets of Exelon (determined on a consolidated basis), other than in connection with a sale-leaseback or other arrangement resulting in thecontinued utilization of such assets (or the operating products of such assets) by Exelon (such reorganization, merger, consolidation, saleor other disposition, a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which: (i)all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the outstanding common stockof Exelon and outstanding Voting Securities of Exelon immediately prior to such Corporate Transaction beneficially own, directly orindirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of thethen-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporationresulting from such Corporate Transaction (including, without limitation, a corporation which, as a result of such transaction,owns Exelon or all or substantially all of the assets of Exelon either directly or through one or more subsidiaries) in substantially thesame proportions as their ownership immediately prior to such Corporate Transaction of the outstanding common stock ofCompany and outstanding Voting Securities of Exelon, as the case may be; (ii)no SEC Person (other than the corporation resulting from such Corporate Transaction, and any Person which beneficially owned,immediately prior to such corporate Transaction, directly or indirectly, 20% or more of the outstanding common stock of Exelon orthe outstanding Voting Securities of Exelon, as the case may be) becomes a 20% Owner, directly or indirectly, of the then-outstanding common stock of the corporation resulting from such Corporate Transaction or the combined voting power of theoutstanding voting securities of such corporation; and (iii)individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors ofthe corporation resulting from such Corporate Transaction; or (d)Approval by Exelon’s shareholders of a plan of complete liquidation or dissolution of Exelon, other than a plan of liquidation ordissolution which results in the acquisition of all or substantially all of the assets of Exelon by an affiliated company. 19Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to a Participant if, inadvance of such event, such Participant agrees in writing that such event shall not constitute a Change in Control. 7.14. “Code” means the Internal Revenue Code of 1986, as amended. 7.15. “ComEd Key Manager Plan” means the ComEd Key Manager Long-Term Performance Plan, or any successor thereto. 7.16. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 7.17. “Exchange Act” means the Securities Exchange Act of 1934, as amended. 7.18. “Good Reason” means: (a)for purposes of Section 4 hereof, (i)a material reduction of an Executive’s salary unless such reduction is part of a policy, program or arrangement applicable to peerexecutives of the Company or of the Executive’s business unit; and (ii)with respect to an Executive whose title with respect to a Company is Senior Vice President or above, a material adverse reduction inthe Executive’s position or duties that is not applicable to peer executives of the Company or of the Executive’s business unit, butexcluding any change (A) resulting from a reorganization or realignment of all or a significant portion of the business, operations orsenior management of the Company or of the business unit that employs the Executive or (B) that generally places the Executive insubstantially the same level of responsibility. Notwithstanding the foregoing, no change in the position or level of officer to whom anExecutive reports shall constitute grounds for Good Reason. (b)for purposes of Section 5 hereof, the occurrence of any one or more of the following actions or omissions that occurs during a Post-ChangePeriod or an Imminent Control Change Period: (i)a material reduction of an Executive’s salary, incentive compensation opportunity or aggregate benefits unless such reduction is partof a policy, program or arrangement applicable to peer executives (including peer executives of any successor to Exelon); (ii)a material adverse reduction in the Executive’s position, duties or responsibilities (excluding a change in the position or level ofofficer to whom the Executive reports), unless such reduction is part of a policy, program or arrangement applicable to peerexecutives (including peer executives of any successor to Exelon); 20Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (iii)a relocation by more than 50 miles of (A) the Executive’s primary workplace, or (B) the principal offices of Exelon or its successor(if such offices are such Executive’s workplace), in each case without the Executive’s consent; provided, however, in both cases of(A) and (B) of this subsection (b)(iv), such new location is farther from the Executive’s residence than the prior location; or (iv)a material breach of this Plan by Exelon or its successor. (c)Application of “Good Reason” Definition During the Imminent Control Change Period. During the Imminent Control Change Period,“Good Reason” shall not include the events or conditions described in subsection (b)(i), (b)(ii) or (b)(iv) above unless the ImminentControl Change Period culminates in a Change Date. (d)Limitations on Good Reason. Notwithstanding the foregoing provisions of this Section, no act or omission shall constitute a materialbreach of this Plan by Exelon, nor grounds for “Good Reason”: (i)unless the Executive gives the Plan Administrator a Notice of Termination at least 30 days prior to the Executive’s Termination Date,and the Company fails to cure such act or omission within the 30-day period; (ii)if the Executive first acquired knowledge of such act or omission more than 90 days before such Participant gives the PlanAdministrator such Notice or Termination; or (iii)if the Executive has consented in writing to such act or omission. 7.19. “Imminent Control Change” means, as of any date on or after the Effective Date and prior to the Change Date, the occurrence of any one or moreof the following: (a)Exelon enters into an agreement the consummation of which would constitute a Change in Control; (b)Any SEC Person commences a “tender offer” (as such term is used in Section 14(d) of the Exchange Act) or exchange offer, which, ifconsummated, would result in a Change in Control; or (c)Any SEC Person files with the SEC a preliminary or definitive proxy solicitation or election contest to elect or remove one or moremembers of the Board, which, if consummated or effected, would result in a Change in Control; 21Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.provided, however, that an Imminent Control Change will lapse and cease to qualify as an Imminent Control Change: (i)With respect to an Imminent Control Change described in clause (a) of this definition, the date such agreement is terminated,cancelled or expires without a Change Date occurring; (ii)With respect to an Imminent Control Change described in clause (b) of this definition, the date such tender offer or exchange offer iswithdrawn or terminates without a Change Date occurring; (iii)With respect to an Imminent Control Change described in clause (c) of this definition, (1) the date the validity of such proxysolicitation or election contest expires under relevant state corporate law, or (2) the date such proxy solicitation or election contestculminates in a shareholder vote, in either case without a Change Date occurring; or (iv)The date a majority of the members of the Incumbent Board make a good faith determination that any event or condition describedin clause (a), (b), or (c) of this definition no longer constitutes an Imminent Control Change, provided that such determination maynot be made prior to the first anniversary of the occurrence of such event. 7.20. “Imminent Control Change Period” means the period commencing on the date of an Imminent Control Change, and ending on the first to occurthereafter of (a)a Change Date, provided (i)such date occurs no later than the first anniversary of the Termination Date, and (ii)either the Imminent Control Change has not lapsed, or the Imminent Control Change in effect upon such Change Date is the lastImminent Control Change in a series of Imminent Control Changes unbroken by any period of time between the lapse of anImminent Control Change and the occurrence of a new Imminent Control Change; (b)the date an Imminent Control Changes lapses without the prior or concurrent occurrence of a new Imminent Control Change; or (c)the first anniversary of the Termination Date. 7.21. “Incentive Plan” means the Exelon Corporation Annual Incentive Award Plan, or such other annual cash bonus arrangement of the Company inwhich the Executive is a participant in lieu of the Annual Incentive Award Plan, but excluding any supplemental incentive plans. 22Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 7.22. “including” means including without limitation. 7.23. “Incumbent Board”—see definition of Change in Control. 7.24. “LTIP” means the Exelon Corporation Long-Term Incentive Plan, as amended from time to time, or any successor thereto. 7.25. “LTIP Performance Period” means the performance period applicable to an LTIP award, as designated in accordance with the LTIP. 7.26. “LTIP Target Level” means, in respect of any grant of Performance Shares under the Exelon Long Term Performance Share Award Program underthe LTIP, the number of Performance Shares which a Participant would have been awarded (prior to the Termination Date) for the LTIPPerformance Period corresponding to such grant if the business and personal performance goals related to such grant were achieved at the 100%(target) level as of the end of the LTIP Performance Period. 7.27. “Merger”—see definition of Change in Control. 7.28. “Notice of Termination” means a written notice given by an Executive in accordance with Sections 7.18(d)(i) and 13.10 which sets forth inreasonable detail the specific facts and circumstances claimed to provide a basis for a Termination of Employment for Good Reason. 7.29. “Performance Shares”—see Section 5.1(c). 7.30. “Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization,association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department. 7.31. “Plan Administrator”—See Section 9. 7.32. “Post-Change Period” means the period commencing on a Change Date and ending on the earlier of (a) the Termination Date or (b) the secondanniversary of such Change Date; provided that no duplicate benefits shall be paid with respect to simultaneous or overlapping Post-ChangePeriods. 7.33. “Restricted Stock”—see Section 5.1(d). 7.34. “Retiree” means a Participant who, as of his or her Termination Date, is eligible for “retirement” as defined in the LTIP. 7.35. “Salary Continuation Period” means the applicable period designated in Section 4.1 during which severance is payable. 7.36. “SEC” means the United States Securities and Exchange Commission. 23Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 7.37. “SEC Person” means any person (as such term is used in Rule 13d-5 of the SEC under the Exchange Act) or group (as such term is defined inSections 3(a)(9) and 13(d)(3) of the Exchange Act), other than (a) Exelon or any Person that directly or indirectly controls, is controlled by, or isunder common control with, Exelon (an “Affiliate”). For purposes of this definition the term “control” with respect to any Person means the powerto direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of VotingSecurities, by contract or otherwise, or (b) any employee benefit plan (or any related trust) of Exelon or any of its Affiliates. 7.38. “Section” means, unless the context otherwise requires, a section of this Plan. 7.39. “Senior Executive Management” means (a) an Executive whose title with respect to Exelon is Executive Vice President or above, (b) an Executivewhose title with respect to a Company other than Exelon is Chief Executive Officer or President, and (c) such other Executive who was describedin subparagraph (a) or (b) and has been grandfathered by the Plan Administrator. 7.40. “SERP” means the Constellation Energy Group, Inc. Benefit Restoration Plan, the PECO Energy Company Supplemental Retirement Plan or theExelon Corporation Supplemental Executive Retirement Plan, whichever is applicable to a Participant, or any successor thereto. 7.41. “Severance Incentive” means the Target Incentive for the performance period in which the Termination Date occurs; provided, however, that forpurposes of Section 5, “Severance Incentive” shall mean the greater of (a) the Target Incentive for the performance period in which the TerminationDate occurs, or (b) the average of the actual Annual Incentives paid (or payable, to the extent not previously paid) to a Participant under the AnnualIncentive Award Plan for each of the two calendar years preceding the calendar year in which the Termination Date occurs. 7.42. “Severance Period” means the period beginning on a Participant’s Termination Date, provided such Participant’s Termination of Employmententitles such Participant to benefits under Section 5.1 or 5.2, and ending on the second anniversary thereof. 7.43. “Specified Employee” means a “specified employee” within the meaning of Section 409A of the Code. 7.44. “Stock Options”—see Section 5.1(b). 7.45. “Target Incentive” as of a certain date means an amount equal to the product of Base Salary determined as of such date multiplied by thepercentage of such Base Salary (if any) to which a Participant would have been entitled immediately prior to such date under the Annual IncentiveAward Plan for the applicable performance period if the performance goals established pursuant to such plan were achieved at the 100% (target)level as of the end of the applicable performance period; provided, however, that any reduction in a Participant’s Base Salary or annual incentivethat would qualify as Good Reason shall be disregarded for purposes of this definition. 24Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 7.46. “Taxes” means the incremental federal, state, local and foreign income, employment, excise and other taxes payable by a Participant with respectto any applicable item of income. 7.47. “Termination Date” means the effective date of an eligible Executive’s Termination of Employment with the Company for any or no reason, whichshall be the date on which such Executive has a “separation from service,” within the meaning of Section 409A of the Code; provided, however,that if the Executive terminates his or her employment for Good Reason, the Termination Date shall not be earlier than the thirtieth day followingthe Company’s receipt of such Executive’s Notice of Termination, unless the Exelon consents in writing to an earlier Termination Date. 7.48. “Termination of Employment” means: (a)a termination of an eligible Executive’s employment by the Company for reasons other than for Cause; or (b)a resignation by an eligible Executive for Good Reason.The following shall not constitute a Termination of Employment for purposes of the Plan: (i) a termination of employment for Cause, (ii) an Executive’sresignation for any reason other than for Good Reason, (iii) the cessation of an Executive’s employment with the Company or any Affiliate due to deathor disability (as determined by the Plan Administrator in good faith), or (iv) the cessation of an Executive’s employment with the Company or anysubsidiary thereof as the result of the sale, spin-off or other divestiture of a plant, division, business unit or subsidiary or a merger or other businesscombination followed by employment or reemployment with the purchaser or successor in interest to the Executive’s employer with regard to such plant,division, business unit or subsidiary, or an offer of employment by such purchaser or successor in interest on terms and conditions comparable in theaggregate (as determined by the Plan Administrator in its sole discretion) to the terms and conditions of the Executive’s employment with the Company orits subsidiary immediately prior to such transaction. 7.49. “20% Owner”—see paragraph (a) of the definition of “Change in Control.” 7.50. “Voting Securities” means with respect to a corporation, securities of such corporation that are entitled to vote generally in the election of directorsof such corporation. 8.FUNDINGThe Plan is an unfunded employee welfare benefit plan maintained for the purpose of providing severance benefits to a select group of management orhighly compensated employees. Nothing in the Plan shall be interpreted as requiring the Company to set aside any of its assets for the purpose of funding itsobligations under the Plan. No person entitled to benefits under the Plan shall have any right, title or claim in or to any specific assets of the Company, butshall have the right only as a general creditor to receive benefits from the Company on the terms and conditions provided in the Plan. 25Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9.ADMINISTRATION OF THE PLANThe Plan shall be administered on a day-to-day basis by the Vice President, Corporate Compensation of Exelon (the “Plan Administrator”). The PlanAdministrator has the sole and absolute power and authority to interpret and apply the provisions of this Plan to a particular circumstance, make all factualand legal determinations, construe uncertain or disputed terms and make eligibility and benefit determinations in such manner and to such extent as the PlanAdministrator, in his or her sole discretion may determine. Benefits under the Plan will be paid only if the Plan Administrator, in his or her discretion,determines that an individual is entitled to them; provided, however, that any dispute after the claims procedure under Section 10 has been exhausted regardingwhether an Executive’s termination of employment for purposes of Section 5 is based on either Good Reason or Cause may, at the election of the Executive, besubmitted to binding arbitration pursuant to Section 11.The Plan Administrator may promulgate any rules and regulations it deems necessary to carry out the purposes of the Plan or to interpret the terms andconditions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations andinterpretations made by the Plan Administrator shall, where appropriate, be applied on a consistent basis with respect to similarly situated Executives, andshall be final and binding on any Executive or former Executive and any successor in interest.The Plan Administrator may delegate any administrative duties, including, without limitation, duties with respect to the processing, review,investigation, approval and payment of severance pay and provision of severance benefits, to designated individuals or committees. The Plan Administratormay amend any Participant’s Severance Agreement to the extent the Plan Administrator determines it is reasonably necessary or appropriate to do so to complywith section 409A of the Code. 10.CLAIMS PROCEDUREThe Plan Administrator shall determine the status of an individual as an Executive and the eligibility and rights of any Executive or former Executive asa Participant to any severance pay or benefits hereunder. Any Executive or former Executive who believes that he or she is entitled to receive severance pay orbenefits under the Plan, including severance pay or benefits other than those initially determined by the Plan Administrator, may file a claim in writing withthe Plan Administrator. Within 90 days after the receipt of the claim the Plan Administrator shall either allow or deny the claim in writing, unless specialcircumstances require an extension of time for processing, in which case a decision shall be rendered as soon as practicable, but not later than 180 days afterreceipt of a request for review.A claimant whose claim is denied (or his or her duly authorized representative) may, within 60 days after receipt of the denial of his or her claim,request a review upon written application to Exelon’s Chief Human Resources Officer or other officer designated by Exelon and specified in the claim denial;review (without charge) relevant documents; and submit written comments, documents, records and other information relating to the claim. 26Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The Chief Human Resources Officer or other designated officer shall notify the claimant of his or her decision on review within 60 days after receipt of arequest for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, butnot later than 120 days after receipt of a request for review. Notice of the decision on review shall be in writing. The officer’s decision on review shall be finaland binding on any claimant or any successor in interest.In reviewing a claim or an appeal of a claim denial, the Plan Administrator and the Chief Human Resources Officer or other designated by Exelon shallhave all of the powers and authority granted to the Plan Administrator pursuant to Section 9. 11.ARBITRATIONAny dispute, controversy or claim between the parties hereto concerning whether an Executive’s termination of employment for purposes of Section 5 isbased on either Good Reason or Cause may, after the claims procedure under Section 10 has been exhausted and at the election of the Executive, be settled bybinding arbitration in Chicago, Illinois, before an impartial arbitrator pursuant to the rules and regulations of the American Arbitration Association (“AAA”)pertaining to the arbitration of employee benefit plan disputes. The costs and fees of the arbitrator shall be borne equally by the parties, regardless of the resultof the arbitration. No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would bebarred by the applicable statutes of limitations. Notwithstanding anything to the contrary contained in this Section or elsewhere in this Plan, any party mayseek relief in the form of specific performance, injunctive or other equitable relief in order to enforce the decision of the arbitrator, and the Company may seekinjunctive relief to enforce the above-referenced statutes of limitations. 12.AMENDMENT OR TERMINATION OF PLANExelon’s Chief Human Resources Officer or another designated officer of the Company may amend, modify or terminate the Plan at any time by writteninstrument; provided, however, that no amendment, modification or termination shall deprive any Participant of any payment or benefit that the PlanAdministrator previously has determined is payable under the Plan. Notwithstanding the foregoing, no amendment or termination that reduces the severancepayments or materially adversely affects any Participant’s other benefits under Section 5 shall become effective as to such Participant during: (a) the 24-monthperiod following a Change Date or (b) during an Imminent Control Change Period (unless such Participant consents to such termination or amendment). Anypurported Plan termination or amendment in violation of this Section 12 shall be void and of no effect. 13.MISCELLANEOUS 13.1. Limitation on Rights. Participation in the Plan is limited to the individuals described in Sections 2 and 3, and the benefits under the Plan shall notbe payable with respect to any voluntary or involuntary termination of employment that is not a Termination of Employment. 27Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 13.2. Cooperation By Participants. During the Salary Continuation Period or Severance Period, as applicable, the Executive shall (a) be reasonablyavailable to the Company to respond to requests by them for information pertaining to or relating to matters which may be within the knowledge ofthe Executive and (b) cooperate with the Company in connection with any existing or future litigation or other proceedings brought by or againstthe Company, its subsidiaries or affiliates, to the extent the Company deems the Executive’s cooperation reasonably necessary. 13.3. No Set-off by Company. This Section shall apply solely with respect to a Termination of Employment during a Post-Change Period or anImminent Control Change Period that culminates in a Change Date. Except as provided in Section 6, a Participant’s right to receive when due thepayments and other benefits provided for under Section 5 of this Plan is absolute, unconditional and subject to no setoff, counterclaim or legal orequitable defense. 13.4. No Mitigation. A Participant shall not have any duty to mitigate the amounts payable by the Company under this Plan by seeking newemployment following termination. Except as specifically otherwise provided in this Plan, all amounts payable pursuant to this Plan shall be paidwithout reduction regardless of any amounts of salary, compensation or other amounts which may be paid or payable to the Executive as the resultof the Executive’s employment by another, unaffiliated employer. 13.5. Headings. Headings of sections in this document are for convenience only, and do not constitute any part of the Plan. 13.6. Severability. If any one or more Sections, subsections or other portions of this Plan are declared by any court or governmental authority to beunlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any Section, subsection or other portion not so declared to beunlawful or invalid. Any Section, subsection or other portion so declared to be unlawful or invalid shall be construed so as to effectuate the termsof such Section, subsection or other portion to the fullest extent possible while remaining lawful and valid. Notwithstanding the foregoing, in theevent a determination is made that the Restrictive Covenants are invalid or unenforceable in whole or in part, then the Severance Agreement withrespect to the Participant subject to such determination shall be void and the Company shall have no obligation to provide benefits under this Planto such Participant. 13.7. Governing Law. The Plan shall be construed and enforced in accordance with the applicable provisions of ERISA and Section 409A of the Code. 13.8. No Right to Continued Employment. Nothing in this Plan shall guarantee the right of a Participant to continue in employment, and the Companyretains the right to terminate a Participant’s employment at any time for any reason or for no reason. 13.9. Successors and Assigns. This Plan shall be binding upon and inure to the benefit of Exelon and its successors and assigns and shall be bindingupon and inure to the benefit of a Participant and his or her legal representatives, heirs and legatees. 28Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon shall cause any successor to assume the Plan. No rights, obligations or liabilities of a Participant hereunder shall be assignable without theprior written consent of Exelon Corporation. In the event of the death of a Participant prior to receipt of severance pay or benefits to which he or sheis entitled hereunder (and, with respect to benefits under Section 4 or Section 5, after he or she has signed the Waiver and Release), the severancepay described in Sections 4.1, 5.1, or 5.2, as applicable, shall be paid to his or her estate, and the Participant’s dependents who are coveredunder any health care plans maintained by the Company shall be entitled to continued rights under Section 4.5 or Section 5.1(e) orSection 5.2(g), as applicable; provided that the estate or other successor of the Participant has not revoked such Waiver and Release. 13.10. Notices. All notices and other communications under this Plan shall be in writing and delivered by hand, by nationally-recognized deliveryservice that promises overnight delivery, or by first-class registered or certified mail, return receipt requested, postage prepaid, addressed asfollows:If to a Participant, to such Participant at his most recent home address on file with the Company.If to the Company: to the Plan Administrator.or to such other address as either party shall have furnished to the other in writing. Notice and communications shall be effective when actuallyreceived by the addressee. 13.11. Number and Gender. Wherever appropriate, the singular shall include the plural, the plural shall include the singular, and the masculine shallinclude the feminine. 13.12. Tax Withholding. The Company may withhold from any amounts payable under this Plan or otherwise payable to a Participant or beneficiaryany Taxes the Company determines to be appropriate under applicable law and may report all such amounts payable to such authority inaccordance with any applicable law or regulation. 13.13. Section 409A. This Plan shall be interpreted and construed in a manner that avoids the imposition of additional taxes and penalties underSection 409A of the Code (“409A Penalties”). In the event the terms of this Plan would subject a Participant to 409A Penalties, the Company mayamend the terms of the Plan to avoid such 409A Penalties, to the extent possible. The payments to a Participant pursuant to this Plan are intendedto be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasuryregulation §1.409A-1(b)(9)(iii) or as a short-term deferral pursuant to Treasury regulation §1.409A-1(b)(4), and for purposes of the separationpay exemption, each installment paid to a Participant shall be considered a separate payment. Notwithstanding any other provision in this Plan, ifon the date of a Participant’s Termination Date the Participant is a Specified Employee, then to the extent any amount payable under this Planconstitutes the payment of 29Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. nonqualified deferred compensation, within the meaning of Section 409A of the Code, that under the terms of this Plan would be payable prior tothe six-month anniversary of the Termination Date, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary ofthe Termination Date or (B) the date of the Participant’s death. Any reimbursement (including any advancement) payable to a Participant pursuantto this Plan shall be conditioned on the submission by the Participant of all expense reports reasonably required by the Company under anyapplicable expense reimbursement policy, and shall be paid to the Participant within 30 days following receipt of such expense reports (orinvoices), but in no event later than the last day of the calendar year following the calendar year in which the Participant incurred the reimbursableexpense. Any amount of expenses eligible for reimbursement during a calendar year shall not affect the expenses eligibility for reimbursementduring any other calendar year. The right to reimbursement pursuant to this Plan shall not be subject to liquidation or exchange for any otherbenefit. EXELON CORPORATIONBy: Amy E. Best Senior Vice President and Chief Human Resources Officer 30Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.64PENSION PLANOFCONSTELLATION ENERGY GROUP, INC.(Amended and Restated Effective January 31, 2012)Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.PENSION PLANOFCONSTELLATION ENERGY GROUP, INC.TABLE OF CONTENTS Article Page Number INTRODUCTION 1 ARTICLE I—Participation 2 ARTICLE II—Types of Retirement 4 ARTICLE III—Pension Payments 6 ARTICLE IV — Gross Pension Calculation and Vesting 19 ARTICLE V—Survivor Coverage 23 ARTICLE VI—Procedures; Administration; Claims 35 ARTICLE VII—Plan Funding 47 ARTICLE VIII—Miscellaneous Provisions 48 ARTICLE IX—Amendment, Termination, Mergers or Consolidations 54 APPENDIX A DEFINITIONSAPPENDIX B LIMITATIONSAPPENDIX C TRANSITION AND HISTORICAL PROVISIONSAPPENDIX D TOP HEAVY PROVISIONSAPPENDIX E EARLY RECEIPT REDUCTION FACTORSAPPENDIX F CONTINGENT ANNUITANT REDUCTION FACTORSAPPENDIX G DESIGNATED SUBSIDIARIESAPPENDIX H FACTORS FOR ADDITIONAL PRE-RETIREMENT SURVIVOR ANNUITY COVERAGE UNDER TRADITIONAL PENSIONPLAN iSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.INTRODUCTIONThe Plan, which was initially effective on January 1, 1948, was amended and restated effective January 1, 2000 to include the Pension Equity formula, andhas been amended and restated from time to time thereafter. The Plan was restated on January 22, 2007, effective January 1, 2000, to incorporate allamendments made since January 1, 2000. The plan was amended and restated on January 30, 2012, effective January 31, 2012, to incorporate allamendments made since the prior restatement.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE I—Participation1.1 Automatic PEP Participation—Except as provided in 1.2, each Full-Time Employee of the Company, or of those subsidiaries and affiliates of theCompany which are designated by the Board of Directors (as reflected in Appendix G), shall become a Participant in PEP on the date he/she becomes a Full-Time Employee. (Notwithstanding the previous sentence, effective July 23, 2010, Executive Group may designate such subsidiaries and affiliates if suchdesignations have less than a $10 million impact on the Plan’s accumulated benefit obligation per designation. At least annually, the Company’s ChiefExecutive Officer shall report all such subsidiary and affiliate designations to the Board of Directors. An Employee classified in a job description as an On-Call Employee, a leased employee within the meaning of Code Section 414(n)(2), or a co-op, work study or summer Employee shall not become a Participantin the Plan while classified in the sole judgment of the Employer as an On-Call Employee, a leased employee, or a co-op, work study or summer Employee. - 2 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.2 Election: Traditional Pension Plan or PEP— Each individual who is both a Participant on December 31, 1999 and an Employee on January 1,2000 shall elect in the manner determined by the Plan Administrator to participate in either PEP or the Traditional Pension Plan. Each individual who is aParticipant on December 31, 1999 and who has a Severance From Service Date on December 31, 1999, and who, at the Severance From Service Date, hadattained age 55 and completed at least 20 years of Credited Service shall elect in the manner determined by the Plan Administrator to participate in either PEPor the Traditional Pension Plan. Such Participant shall make his/her election on or after January 1, 2000 and on or before the earlier of June 30, 2000 or his/herBenefit Commencement Date. The last election made on or before the earlier of June 30, 2000 or his/her Benefit Commencement Date is irrevocable, except that,in the case of a Participant whose Severance From Service Date is on or after January 1, 2000 and on or before June 30, 2000 the first election made after theSeverance From Service Date is irrevocable. Any election shall be effective as of January 1, 2000. Notwithstanding anything above, any Participant who doesnot affirmatively make a valid election on or before June 30, 2000 will participate in PEP effective January 1, 2000. - 3 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE II—Types of Retirement2.1 Normal Retirement: Generally—A Participant who, on the day preceding his/her Normal Retirement Date, is actively employed or a DisabledParticipant and has at least five years of Credited Service, is eligible for Normal Retirement.2.1(a) Effective Date—Normal Retirement is effective as of the first day of the month following a Participant’s Severance From Service Date, or if later,the date a Disabled Participant ceases receiving benefits under the Disability Plan.2.2 Early Retirement: Generally—A Participant who, on his/her Severance From Service Date, is at least age 55, and has at least ten years of CreditedService, is eligible for Early Retirement.2.2(a) Effective Date—Early Retirement is effective as of the first day of the month designated in writing by the Participant, which is after the date thatthe Participant becomes eligible for Early Retirement, and not later than the Participant’s Normal Retirement Date. Such written designation must be receivedby the Plan Administrator before the beginning of the designated month. If a written designation is not received, Early Retirement will be effective on theParticipant’s Normal Retirement Date.2.3 Disability Retirement: Traditional Pension Plan—A Disabled Participant who (i) prior to receiving benefits under the Disability Plan, has at least tenyears of Credited Service, and (ii) is at least age 50 but has not yet reached age 65 when he/she is determined to be no longer disabled under the terms of theDisability Plan, is eligible for Disability Retirement in the Traditional Pension Plan. - 4 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2.3(a) Effective Date—Disability Retirement in the Traditional Pension Plan is effective on the first day of the month designated in writing by theParticipant, which is after the date that the Participant becomes eligible for Disability Retirement, and not later than the Participant’s Normal Retirement Date.Such written designation must be received by the Plan Administrator before the beginning of the designated month. If a written designation is not received,Disability Retirement will be effective on the Participant’s Normal Retirement Date. - 5 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE III—Pension Payments3.1(a) Form of Pension Payments: Traditional Pension Plan—Except as provided in 3.3(h), all pension payments to Participants in the TraditionalPension Plan are paid in monthly installments.3.1(b) Form of Pension Payments: PEP—Except as provided in 3.3(h), all pension payments to Participants in PEP are paid in monthly installmentsunless the Participant elects, within 60 days of the Participant’s Severance From Service Date and in the manner determined by the Plan Administrator, apayment in the form of a lump sum.3.2 Timing of Pension Payments: Traditional Pension Plan—Except as provided in 3.3(h), pension payments to Participants in the Traditional PensionPlan commence as of the applicable effective date set forth in Article II.3.2(a) Timing of Pension Payments: PEP—Except as provided in 3.3(h), pension payments to Participants in PEP commence as of the applicableeffective date set forth in Article II unless the Participant elects, within 60 days of the later of (i) the date of the letter provided by the Plan Administrator to theParticipant that describes the Participant’s Plan distribution options or (ii) the Participant’s Severance From Service Date, and in the manner determined by thePlan Administrator, to receive a lump sum or to commence to receive monthly installments as of the first day of the month following the Participant’sSeverance From Service Date.3.2(b) Timing of Pension Payments: Active Employees—Pension payments to a Participant who is an Employee and who attains age 70 1⁄2 beforeJanuary 1, 2000, shall commence on April 1 of the year following the year during which the Participant attains age 70 1⁄2. The pension payments will berecalculated and increased if appropriate as of - 6 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.each January 1 (and as of the Participant’s Severance From Service Date) to reflect increases in the Normal Retirement Service Percentage and changes in FinalAverage Pay in the case of a Participant in the Traditional Pension Plan, and to reflect increases in Total Pension Credits and changes in Final Average AnnualPay in the case of a Participant in PEP.Pension payments to a Participant who is an Employee and who attains age 70 1⁄2 after December 31, 1999 shall commence as of the first day of themonth following the Participant’s Severance From Service Date. The pension payments of a Participant in the Traditional Pension Plan will be actuariallyincreased to reflect the period described below during which the Participant does not receive any payments under the Plan. The period begins on the April 1 ofthe year following the year during which the Participant attains age 70 1⁄2 and ends on the Benefit Commencement Date. The actuarial increase shall becalculated based on the interest rate and mortality table used in determining Present Value.Notwithstanding the foregoing, pension payments to a Participant who owns more than 5 percent of the outstanding stock of an Employer or stockpossessing more than 5 percent of the total combined voting power of all stock of an Employer, shall commence on April 1 of the year following the yearduring which the Participant attains age 70 1⁄2.The pension payments of a Participant in the Traditional Pension Plan who is employed after Normal Retirement Date shall be actuarially increased toreflect any month in which the Participant completes an hour of service described in Section 202(a)(3)(B) of ERISA on fewer than eight days. The actuarialincrease shall be calculated based on the interest rate and mortality table used in determining Present Value. - 7 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding any provision in the Plan to the contrary, all distributions from the Plan, including distributions under Article V of the Plan, shall bemade in accordance with Code Section 401(a)(9) and the regulations thereunder, including the incidental benefit requirement of Section 1.401(a)(9)-2 of theProposed Income Tax Regulations.3.2(c) Timing of Pension Payments: Mandatory Commencement—Notwithstanding anything in the Plan to the contrary, unless the Participant otherwiseelects, pension payments to the Participant will begin not later than 60 days after the latest of the close of the Plan Year in which (i) occurs the date on whichthe Participant attains the earlier of age 65 or the Participant’s Normal Retirement Date; (ii) occurs the 10th annual anniversary of the year in which theParticipant commenced participation in the Plan; or (iii) the Participant terminates service with the Employer.3.2(d) Cessation of Pension Payments—Except as provided in Article V, monthly pension payments shall permanently cease upon the death of theParticipant, effective with the pension payment for the month following the month of the Participant’s death. Monthly pension payments shall cease upon theEmployer’s reemployment of a Participant as an Employee. Upon the Participant’s subsequent termination of employment with the Employer, the Participant’sGross Pension shall be recalculated and adjusted (including the adjustment described in 3.4(a)) and the Participant shall be given a new election with respect tothe form and timing of his/her pension payments if such election otherwise would be available to the Participant. - 8 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.3 Amount of Pension Payments—The pension payments to which a Participant is entitled are calculated based on the Participant’s Gross Pension,adjusted as provided in 3.4. The calculation of a Participant’s Gross Pension is different depending upon the type of retirement to which the Participant isentitled.3.3(a) Normal Retirement in the Traditional Pension Plan—The Gross Pension of a Participant in the Traditional Pension Plan entitled to NormalRetirement is calculated as follows: Gross Pension = Normal Retirement X Final Service Percentage Average Pay3.3(b) Early Retirement in the Traditional Pension Plan—The Gross Pension of a Participant in the Traditional Pension Plan entitled to Early Retirementis calculated as follows: Gross Pension = Normal RetirementService Percentage X FinalAveragePay X Early RetirementAdjustment Factor3.3(c) Disability Retirement in the Traditional Pension Plan—The Gross Pension of a Participant in the Traditional Pension Plan entitled to DisabilityRetirement is calculated as follows: Gross Pension = Normal RetirementService Percentage X FinalAveragePay X Early RetirementAdjustment Factor - 9 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the foregoing calculation, the Gross Pension shall not be less than the lesser of 20% of Final Average Pay, or the Gross Pension the Participantwould be entitled to if he/she worked until his/her Normal Retirement Date and had the same Final Average Pay.3.3(d) Termination Benefits in the Traditional Pension Plan—The Gross Pension of a Participant in the Traditional Pension Plan who has a SeveranceFrom Service Date before the Participant is eligible for Normal Retirement, Early Retirement or Disability Retirement, but after accumulating at least five yearsof Vesting Service (effective January 1, 2008, three years of Vesting Service), is equal to the Participant’s Gross Pension as described in 4.1.Except as provided in 3.3(h), such pension payments shall commence as of the Participant’s Normal Retirement Date and, except as provided in 3.3(h),shall be made in monthly installments. If the Participant has, however, at least ten years of Credited Service prior to the Participant’s Severance From ServiceDate, then such pension payments shall commence as of the first day of the month designated in writing by the Participant. The month so designated must bea month (i) no earlier than the month following the attainment of age 55, and (ii) no later than the Participant’s Normal Retirement Date. Such writtendesignation must be received by the Plan Administrator before the beginning of the designated month. If a written designation is not received, such pensionpayments will commence as of the Participant’s Normal Retirement Date. Such pension payments are subject to the adjustment under the early receiptprovisions set forth in 3.4(c). - 10 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.3(e) Lump Sum in PEP—The Gross Pension of a Participant in PEP who elects an immediate lump sum is calculated as follows: Gross Pension = Total Pension Credits X FinalAverageAnnualPayNotwithstanding the foregoing, the Gross Pension shall not be less than the Present Value of the Participant’s Accrued Gross Pension which would have beenpayable as of the Participant’s Normal Retirement Date based on the Participant’s Final Average Pay and Credited Service as of December 31, 1999, thedefinition of Present Value and Accrued Gross Pension in the Plan in effect on January 1, 2000, and the other provisions of the Plan in effect on December 31,1999. Also, the Gross Pension shall not be less than the Present Value of the deferred annuity under 3.3(g) that would be payable as of the Participant’sNormal Retirement Date. If the Participant is subsequently reemployed by the Employer, the Participant shall not be given the option to repay the lump sumpayment.3.3(f) Immediate Annuity in PEP— The Gross Pension of a Participant in PEP who elects an immediate annuity is calculated as 1/12 of the following: Gross Pension = Total Pension Credits X FinalAverageAnnualPay X AnnuityFactor - 11 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the foregoing, the Gross Pension of a Participant who is eligible for Early Retirement or Normal Retirement shall not be less than theParticipant’s Accrued Gross Pension which would have been payable as of the Benefit Commencement Date based on the Participant’s Final Average Pay andCredited Service as of December 31, 1999, the definition of Accrued Gross Pension in the Plan in effect on January 1, 2000, and the other provisions of thePlan in effect on December 31, 1999.3.3(g) Deferred Annuity in PEP—The Gross Pension of a Participant in PEP who elects a deferred annuity is calculated as 1/12 of the following: Gross Pension = TotalPensionCredits X FinalAverageAnnualPay X DeferredAnnuityFactor X AnnuityFactorNotwithstanding the foregoing, the Gross Pension shall not be less than the Participant’s Accrued Gross Pension which would have been payable as of theBenefit Commencement Date based on the Participant’s Final Average Pay and Credited Service as of December 31, 1999, the definition of Accrued GrossPension in the Plan in effect on January 1, 2000, and the other provisions of the Plan in effect on December 31, 1999.3.3(h) Automatic Lump Sum Cash-Out—Notwithstanding anything in the Plan to the contrary, an immediate lump sum payment, in lieu of monthlypayments will be made to a Participant (i) in the Traditional Pension Plan, if the Present Value of the Participant’s Gross Pension, computed as of theSeverance From Service Date, does not exceed $1,000, and (ii) in PEP, if the PEP Gross Pension lump sum under 3.3(e), computed as of the Severance FromService Date, does not exceed $1,000. If the Participant is subsequently reemployed by the Employer, the Participant shall not be - 12 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.given the option to repay the lump sum payment. No payment shall be made from the Traditional Pension Plan, if the Present Value of the Participant’s GrossPension, computed as of the Severance From Service Date, equals or exceeds $1,000, or the PEP, if the PEP Gross Pension lump sum under 3.3(e), computedas of the Severance From Service Date, equals or exceeds $1,000, absent the Participant’s affirmative consent prior to the Participant’s Normal RetirementDate.3.4 Miscellaneous Gross Pension Calculation Provisions3.4(a) Reemployment—As described in 3.2(d), monthly pension payments shall cease upon the Employer’s reemployment of a Participant as anEmployee, and the Participant’s Gross Pension shall be recalculated and adjusted upon the Participant’s subsequent termination of employment with theEmployer. The Gross Pension of the Participant upon subsequent termination of employment shall be reduced by the value of monthly pension paymentsreceived prior to reemployment. The value shall be determined based on the interest rate and mortality table described in Present Value as of the BenefitCommencement Date following the subsequent termination of employment.3.4(b) Adjustment for Part-Time Schedule—If a Traditional Pension Plan Participant worked a Part-Time Schedule at any time during the period thatthe Participant was accumulating Credited Service, the Participant’s Average Pay described in A-9(i) shall be adjusted by multiplying such Average Paydescribed in A-9(i) by the following fraction:Total of Participant’s Regularly Scheduled Hours per Workweek During 35 Years of Credited Service With Highest Number of RegularlyScheduled Hours Total of All Regularly Scheduled Hours in Same Period of Credited Service Assuming Workweek of Standard Length Not inExcess of 40 Hours - 13 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If a PEP Participant worked a Part-Time Schedule at any time during the period that the Participant was accumulating Credited Service, the Participant’sGross Pension shall equal the sum of (i) the Participant’s Total Pension Credits, adjusted as described below, times that portion of the Participant’s AverageAnnual Pay described in A-8(i), and (ii) the Participant’s Total Pension Credits, not adjusted as described below, times that portion of the Participant’s AverageAnnual Pay described in A-8(ii). The Participant’s Total Pension Credits shall equal the sum of the amounts attributable to each age category in the definitionof Total Pension Credits times the following fraction in each age category:Total of Participant’s Regularly Scheduled Hours per Workweek During Years of Credited Service in Each Age Category Total of All RegularlyScheduled Hours in Same Period of Credited Service Assuming Workweek of Standard Length Not in Excess of 40 HoursFor the purposes of computing the Gross Pension of a Participant who worked a Part-Time Schedule, base rate of pay shall be adjusted to reflect a 40-hour workweek.3.4(c) Adjustment For Early Receipt in Traditional Pension Plan—If a Participant in the Traditional Pension Plan who is entitled to pension paymentsunder 3.3(d) elects to begin receipt of his/her monthly pension payments prior to the date that the Participant attains age 65, the Participant’s Gross Pensionshall be reduced to offset the cost of early receipt. Such reduction shall be determined in accordance with the table included in Appendix E. - 14 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.4(d) Adjustment For Survivor Annuity Coverage—A Participant’s Gross Pension in the Traditional Pension Plan shall be reduced to offset the cost ofproviding (i) additional Preretirement Survivor Annuity coverage, and (ii) any Post-retirement Survivor Annuity coverage. A Participant’s Gross Pension inPEP shall be reduced to offset the cost of providing any Post-retirement Survivor Benefit coverage. Post-retirement Survivor Annuity and Post-retirementSurvivor Benefit coverage reductions shall be determined in accordance with the table included in Appendix F. Preretirement Survivor Annuity coveragereductions shall be determined in accordance with the table included in Appendix H.3.4(e) Benefit and Benefit Accrual Limitations. Notwithstanding any other provision of the Plan to the contrary, the Gross Pension accrued on behalf ofand provided to a Participant under the Plan shall at all times comply with applicable benefit payment and accrual limitations in accordance withSection 401(a)(29) of the Code.3.5 Severance Plan Payments—Notwithstanding any other provision in the Plan or any Appendix to the contrary, the Gross Pension for a Participant inthe PEP who receives severance payments under the Constellation Energy Group, Inc. Severance Plan shall not be less than the “minimum amount” which isthe amount of the Participant’s Gross Pension as of the Participant’s Severance From Service Date based on (i) the Participant’s Final Average Annual Pay as ofthe Participant’s Severance From Service Date; (ii) the Participant’s age projected to the Participant’s Severance End Date (but not older than the greater of theParticipant’s actual age on the Participant’s Severance From Service Date or 65); and (iii) the Participant’s Credited Service and Vesting Service computedassuming the Participant were employed until the Participant’s Severance End Date, and for a Participant who (x) elects an immediate or deferred annuity, the“minimum amount” shall be computed assuming that the Annuity Factor used to convert the PEP Gross Pension lump sum to an annuity is based on theParticipant’s age and - 15 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Credited Service as of the Participant’s Severance End Date and that the Annual Interest Rate used will be as specified by the Plan (i.e., based on theParticipant’s Severance From Service Date); and (y) elects a deferred annuity to commence later than the first of the month following the Participant’sSeverance From Service Date the “minimum amount” shall be computed assuming a Deferred Annuity Factor of 1. For purposes of computing the “minimumamount”, any reduction for Survivor Annuity coverage will be based on the factors specified by the Plan using the Participant’s and the spouse’s or thebeneficiary’s age as of the Participant’s Benefit Commencement Date.Notwithstanding any other provision in the Plan or any Appendix to the contrary, the Gross Pension for a Participant in the Traditional Pension Planwho receives severance payments under the Constellation Energy Group, Inc. Severance Plan shall not be less than the “minimum amount” which is theamount of the Participant’s Gross Pension as of the Participant’s Severance From Service Date based on (i) the Participant’s Final Average Pay as of theParticipant’s Severance From Service Date (ii) the Participant’s age projected to the Participant’s Severance End Date (but not older than the greater of theParticipant’s actual age on the Participant’s Severance From Service Date or 65); and (iii) the Participant’s Credited Service and Vesting Service computedassuming the Participant were employed until the Participant’s Severance End Date, and for a Participant who (x) is eligible for Normal Retirement based onthe Participant’s age projected to the Participant’s Severance End Date and based on the Participant’s Credited Service and Vesting Service computed assumingthe Participant were employed until the Participant’s Severance End Date, for purposes of computing the “minimum amount” the Participant’s BenefitCommencement Date shall be assumed to be the later of the first of - 16 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the month following the Participant’s Severance from Service Date or the Participant’s Normal Retirement Date; (y) is eligible for Early Retirement based on theParticipant’s age projected to the Participant’s Severance End Date and based on the Participant’s Credited Service and Vesting Service computed assuming theParticipant were employed until the Participant’s Severance End Date, for purposes of computing the “minimum amount” the Participant’s BenefitCommencement Date shall be assumed to be the first of the month following the Participant’s Severance End Date for purposes of determining the EarlyRetirement Adjustment Factor; and (z) is not eligible for Normal Retirement or Early Retirement based on the Participant’s age projected to the Participant’sSeverance End Date and based on the Participant’s Credited Service and Vesting Service computed assuming the Participant were employed until theParticipant’s Severance End Date, for purposes of computing the “minimum amount” the Participant’s Benefit Commencement Date shall be assumed to bethe earliest possible date permitted under the Plan based on the Participant’s age projected to the Participant’s Severance End Date and based on theParticipant’s Credited Service and Vesting Service computed assuming the Participant were employed until the Participant’s Severance End Date. For purposesof computing the “minimum amount”, any reduction for Survivor Annuity coverage will be based on the factors specified by the Plan using the Participant’sand the spouse’s age as of the Participant’s Benefit Commencement Date.For purposes of calculating the “minimum amount” above, Severance End Date means the last day of the month that includes the end of the severanceperiod under the Constellation Energy Group, Inc. Severance Plan (notwithstanding the termination of the receipt severance benefits due to the Participant’sreturn to employment). - 17 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A Participant’s “minimum amount” shall be payable on any Benefit Commencement Date allowable under the Plan without regard to this 3.5.Except as expressly set forth above in this 3.5, this 3.5 will not affect any other provision of the Plan or the Appendix relating to the calculation of aParticipant’s benefit, including the Severance From Service Date, Final Average Annual Pay, Final Average Pay, the Deferred Annuity Factor, the adjustmentfor survivor coverage under 3.4(d), or the Annual Interest Rate.This 3.5 is effective for Participants who commence receiving benefits under the Constellation Energy Group, Inc. Severance Plan on or after June 1,2003. - 18 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE IV — Gross Pension Calculation and Vesting4.1 Termination Gross Pension Calculation and Service: Traditional Pension Plan—The Gross Pension of a Participant in the Traditional Pension Planwho has a Severance From Service Date before the Participant is eligible for Normal Retirement, Early Retirement or Disability Retirement, but afteraccumulating at least five years of Vesting Service (effective January 1, 2008, three years of Vesting Service), is calculated as follows: GrossPension = ProjectedGrossPension atNormalRetirementDate X CreditedService fromDate of Hireto CalculationDate _________________________ Projected Credited Service from theDate of hire to Normal Retirement DateIn computing the “projected Gross Pension at Normal Retirement Date,” it will be assumed that a Participant in the Traditional Pension Plan willcontinue to work for the Employer until the Participant’s Normal Retirement Date, and that the Participant’s Final Average Pay at such date will be equal to theParticipant’s Average Pay as of the calculation date. If the Participant works a Part-Time Schedule as of the calculation date, it will be assumed that theParticipant will continue to work a Part-Time Schedule until the Participant’s Normal Retirement Date for purposes of the computation.4.2 Vested Right to Receive a Pension: Generally—A Participant will have a nonforfeitable right to receive a pension under the Plan if he/she hascompleted at least five years of Vesting Service (effective January 1, 2008, three years of Vesting Service), or is an Employee on or after the later of age 65, orthe date which is the fifth anniversary of the Participant’s Employment Commencement Date (or, if applicable, the Adjusted Employment CommencementDate). - 19 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4.3 Credited Service—Credited Service accumulated by a Participant is used in the computation of a Participant’s Gross Pension. Under the TraditionalPension Plan, Participant’s Credited Service is equal to the aggregate of all time periods, while classified as a Full-Time Employee, that commence with theEmployment Commencement Date (or, if applicable, the Adjusted Employment Commencement Date) and end with the Severance From Service Date. UnderPEP, a Participant’s Credited Service is equal to the number of months during which an Employee works at least one hour while classified as a Full-TimeEmployee. Service while an Employee of a subsidiary or affiliate of the Company that is not designated by the Board of Directors (as reflected in Appendix G)under 1.1 shall not be counted in determining Credited Service. Service while an Employee of a subsidiary or affiliate of the Company that is designated bythe Board of Directors (as reflected in Appendix G) under 1.1 shall be counted in determining Credited Service only if the Employee is eligible to participate inthe Plan because of such service. Credited Service shall not be given to an Employee while classified by the Employer as a leased employee described in CodeSection 414(n) or a co-op, work study or summer Employee. Credited Service shall be accumulated in whole years and twelfths of a year.Notwithstanding the foregoing, a Participant who has at least ten years of Credited Service prior to the date as of which the Participant first receivesbenefits under the Disability Plan, and who becomes a Disabled Participant on or after January 1, 1994, will continue to accrue Credited Service while aDisabled Participant. The pension - 20 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.payments made on and after August 1, 1999 on behalf of such a Participant who had a Severance From Service Date before January 1, 2000 shall be adjustedto reflect the accruing of Credited Service while a Disabled Participant. The pension payments made on and after August 1, 1999 on behalf of such aParticipant who had a Severance From Service Date before January 1, 2000 shall also be adjusted so that the payments are no less than the amount the pensionpayments would be if the provisions of 3.3(c) had been applicable at the time of such Severance From Service Date.4.4 Vesting Service—Vesting Service accumulated by a Participant is used in the determination of whether a Participant has a vested right to receivepension payments. A Participant’s Vesting Service is determined using the elapsed time method. Under the elapsed time method, the Participant is credited withservice equal to the aggregate of all time periods that commence with the Employment Commencement Date (or, if applicable, the Adjusted EmploymentCommencement Date) and end with the Severance From Service Date.If a Participant is reemployed within one year from his/her Severance From Service Date, the Participant shall be deemed to have been continuouslyemployed by the Employer during such period, but only for purposes of accumulating Vesting Service. If a Participant dies while performing qualifiedmilitary service (within the meaning of Section 414(u)(5) of the Code), such Participant shall be credited with Vesting Service for the period of his qualifiedmilitary service. - 21 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4.5 Forfeiture and Restoration of Credited Service and Vesting Service—Once a Participant has at least five years of Vesting Service (effective January 1,2008, three years of Vesting Service), all Credited Service and Vesting Service, including all subsequently accumulated Credited Service and Vesting Service,is exempt from forfeiture. If an Employee’s Severance From Service Date occurs while he/she is zero percent vested under the Plan, such Employee’s CreditedService and Vesting Service accumulated prior to such Severance From Service Date shall be forfeited. All amounts so forfeited by a Participant who has aSeverance From Service Date shall be deemed distributed to the Participant as of the Participant’s Severance From Service Date for purposes of determiningwhether the Participant received a distribution of his/her entire accrued benefit under the Plan. Any forfeited Credited Service and Vesting Service shall berestored upon reemployment, if the period of time elapsed between the Severance From Service Date and the date of reemployment does not exceed five PlanYears.Notwithstanding the foregoing, a Participant who received a lump sum payment under 3.3(e) or 3.3(h) shall not be entitled to restoration of CreditedService accumulated prior to the termination of employment that gave rise to the lump sum payment.Notwithstanding the foregoing, for purposes of computing Credited Service and Vesting Service, the Severance From Service Date of an Employee whois absent from service beyond the first anniversary of the first day of absence by reason of a maternity or paternity absence, is the second anniversary of thefirst day of such absence. The period of time between the first and second anniversaries of the first day of absence from work is neither a period of service nora period of severance.4.6 Military Service—Notwithstanding any provision of this Plan to the contrary, benefits and service credit with respect to qualified military servicewill be provided in accordance with Code Section 414(u). Effective January 1, 2007, in the case of a Participant who dies while performing qualified militaryservice (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to theperiod of military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. - 22 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE V—Survivor Coverage5.1 Preretirement Survivor Annuity: Traditional Pension Plan5.1(a) Eligibility—If a Participant in the Traditional pension Plan with a vested right to receive a pension dies before the Participant’s BenefitCommencement Date (i) the Surviving Spouse or (ii) the Alternate Beneficiary (for a Participant who is not married on his/her date of death or who is married,and who has the appropriate spousal waiver and who names an Alternate Beneficiary that does not predecease the Participant) will be entitled to a PreretirementSurvivor Annuity.A Traditional Plan Participant may name more than one Alternate Beneficiary for a Preretirement Survivor Annuity. If more than one AlternateBeneficiary is named, the Participant must designate the percentage of Preretirement Survivor Annuity attributable to each recipient by delivering anAppropriate Request to the Plan Administrator.For a Participant who is not married and who either does not name an Alternate Beneficiary or names one or more Alternate Beneficiaries and suchAlternate Beneficiary (ies) predeceases the Participant, the default beneficiary for the Preretirement Survivor Annuity will be the Participant’s beneficiary underthe Company’s employee life insurance plan5.1(b) Value of Coverage—The Preretirement Survivor Annuity is equal to 50% of the deceased Participant’s adjusted Gross Pension. The deceasedParticipant’s Gross Pension is adjusted in accordance with the early receipt provisions set forth in 3.4(c) to the extent the Surviving Spouse’s BenefitCommencement Date or the Alternate Beneficiary’s Benefit Commencement Date is before the Participant’s Normal Retirement Date and is permanently reducedfor the cost of providing the contingent annuitant reduction factors pursuant to Appendix F. - 23 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.1(c) Duration of Coverage—Coverage under 5.1(b) commences as of the date that the Participant has a vested right to receive a pension. With respectto a particular spouse of the Participant, coverage will cease upon the earliest of (i) the date of death of the spouse, (ii) the date of the divorce of the spouse fromthe Participant, (iii) the Participant’s Benefit Commencement Date or (iv) the date on which a waiver of coverage becomes effective. With respect to an AlternateBeneficiary, coverage will cease upon the earliest of (i) the date of death of the Alternate Beneficiary, (ii) the date on which the Participant revokes his/herelection to provide survivor coverage to the Alternate Beneficiary, (iii) the date of marriage of the Participant which date is after the date the Participant namedthe Alternate Beneficiary and the Participant’s spouse has not waived coverage, or (iv) the Participant’s Benefit Commencement Date.5.1(d) Cost of Coverage—A Participant’s Gross Pension is not reduced to offset the cost of providing coverage under 5.1(b).5.2 Preretirement Survivor Annuity: Special Rules in the Traditional Pension Plan5.2(a) Value of Coverage—Notwithstanding 5.1(b), if a Participant in the Traditional Pension Plan dies after he/she is eligible for Early Retirement, butbefore the Participant’s Benefit Commencement Date, the Preretirement Survivor Annuity is calculated as described in 5.1(b) except that instead of adjustingthe deceased Participant’s Gross Pension by the early receipt provisions set forth in 3.4(c), the Participant’s Gross Pension will be multiplied by the EarlyRetirement Adjustment Factor, but in no event shall such factor be less than 85%. - 24 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.2(b) Duration of Coverage—Coverage under 5.2(a) commences with the Participant is eligible for Early Retirement. With respect to a particular spouseof the Participant, coverage will cease upon the earliest of (i) the date of death of the spouse, (ii) the date of the divorce of the spouse from the Participant,(iii) the Participant’s Benefit Commencement Date or (iv) the date on which a waiver of coverage becomes effective. With respect to an Alternate Beneficiary,coverage will cease upon the earliest of (i) the date of death of the Alternate Beneficiary, (ii) the date on which the Participant revokes his/her election to providesurvivor coverage to the Alternate Beneficiary, (iii) the date of marriage of the Participant which date is after the date the Participant named the AlternateBeneficiary and the Participant’s spouse has not waived coverage, or (iv) the Participant’s Benefit Commencement Date.5.2(c) Cost of Coverage—A Participant’s Gross Pension is not reduced to offset the cost of providing coverage under 5.2(a).5.2(d) Additional Coverage—A Participant who is eligible for Early Retirement may elect additional Preretirement Survivor Annuity coverage for his/herSurviving Spouse or Alternate Beneficiary. The 50% factor in 5.1(b) may, at the election of such Participant, be increased by a multiple of 5% to a total factornot to exceed 100% and the permanent reduction to the deceased Participant’s Gross Pension will be determined as set forth in 3.4(d). The additional coveragecommences on the day of receipt of the Participant’s election by the Plan Administrator. With respect to a particular spouse, such coverage will cease upon theearliest of (i) the date of death of the spouse, (ii) the date of - 25 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the divorce of the spouse from the Participant, (iii) the Participant’s Benefit Commencement Date, (iv) the date upon which a cancellation of additionalcoverage in accordance with 6.3(a) becomes effective or (v) the date on which a waiver of coverage becomes effective. With respect to an Alternate Beneficiary,coverage will cease upon the earliest of (i) the date of death of the Alternate Beneficiary, (ii) the date on which the Participant revokes his/her election to providesurvivor coverage to the Alternate Beneficiary, (iii) the date of marriage of the Participant which date is after the date the Participant named the AlternateBeneficiary and the Participant’s spouse has not waived coverage, (iv) the Participant’s Benefit Commencement Date or (v) the date upon which a cancellationof additional coverage in accordance with 6.3(a) becomes effective.5.2(e) Cost of Additional Coverage—A Traditional Pension Plan Participant’s Gross Pension is permanently reduced to offset the cost of providing theadditional coverage under 5.2(d). Such reduction is determined as set forth in 3.4(d). The reduction in the Participant’s Gross Pension to offset the cost ofproviding the additional Preretirement Survivor Annuity coverage will only reflect the period, if any, during which the additional coverage is effective.5.2(f) Lump Sum Payment: Traditional Pension Plan—A Surviving Spouse or an Alternate Beneficiary entitled to a Preretirement Survivor Annuitymay elect in writing to receive the Present Value of the Preretirement Survivor Annuity in a lump sum, if the following requirements are satisfied:(i) The Participant’s death occurs prior to the month before the Participant’s 55th birthday; and - 26 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) The Present Value of the Preretirement Survivor Annuity, computed as of the end of the month of the Participant’s death, exceeds $5,000. If thePresent Value of the Preretirement Survivor Annuity computed as set forth in (ii) is an amount that does not exceed $5,000, a lump sum payment forsuch amount will be made to the Surviving Spouse or the Alternate Beneficiary in lieu of monthly installments.5.3 Post-retirement Survivor Annuity: Traditional Pension Plan5.3(a) Eligibility—If a Participant in the Traditional Pension Plan who is receiving monthly pension payments under the Plan dies on or after theParticipant’s Benefit Commencement Date, the Surviving Spouse or the Alternate Beneficiary will be entitled to a Post-retirement Survivor Annuity unlesscoverage was waived. However, the Surviving Spouse or the Alternate Beneficiary of a Traditional Pension Plan Participant who received a lump sum paymentis not entitled to a Post-retirement Survivor Annuity.5.3(b) Value of Coverage—The Post-retirement Survivor Annuity is equal to 50% of the Participant’s monthly pension payments.5.3(c) Duration of Coverage—Coverage under 5.3(b) commences as of the Participant’s Benefit Commencement Date. Coverage will cease upon the dateof death of the Surviving Spouse or the Alternate Beneficiary.5.3(d) Cost of Coverage—A Participant’s Gross Pension is permanently reduced to offset the cost of providing coverage under 5.3(b). Such reduction isdetermined as set forth in 3.4(d). - 27 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.4 Post-retirement Survivor Annuities: Special Rules for the Traditional Pension Plan5.4(a) Additional Coverage—A Participant in the Traditional Pension Plan may elect additional Post-retirement Survivor Annuity coverage for his/herSurviving Spouse or his/her Alternate Beneficiary. The 50% factor in 5.3(b) may, at the election of such Participant, be increased by a multiple of 5% to atotal factor not to exceed 100%. The additional coverage commences as of the Participant’s Benefit Commencement Date. Such coverage will cease as set forthin 5.3(c).5.4(b) Cost of Additional Coverage—A Participant’s Gross Pension is permanently reduced to offset the cost of providing the additional coverage under5.4(a). Such reduction is determined as set forth in 3.4(d).5.5 Form of Survivor Annuity Payments: Traditional Pension Plan—Except as provided in 5.2(f), all Survivor Annuity payments under theTraditional Pension Plan are paid in monthly installments.5.6 Timing of Survivor Annuity Payments: Traditional Pension Plan5.6(a) Commencement of Preretirement Survivor Annuity Payments – Preretirement Survivor Annuity payments in the Traditional Pension Plan shallcommence as of the first day of the month designated by the Surviving Spouse in writing. The date designated may be no earlier than the later of (i) the firstday of the month following the month of the Participant’s death or (ii) the first day of the month following the date the deceased Participant would have attainedage 55, and may be no later than the later of (i) the Participant’s Normal Retirement Date, or (ii) the first day of the month following the month of theParticipant’s death. The Preretirement Survivor Annuity payments in the Traditional Pension Plan to an Alternate Beneficiary shall be made as of the first dayof the month following the Participant’s death. - 28 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.6(b) Cessation of Survivor Annuity Payments—Survivor Annuity payments shall permanently cease upon the death of the Surviving Spouse or theAlternate Beneficiary, effective with the Survivor Annuity payment for the month following the month of the Surviving Spouse’s or the Alternate Beneficiary’sdeath.5.7 Change in Survivor Annuity Recipient: Traditional Pension Plan—If subsequent to the date of the commencement of (i) pension payments that werereduced to offset the cost of providing Post-retirement Survivor Annuity coverage or (ii) Preretirement Survivor Annuity payments, a person (other than theindividual taken into account in determining the amount of such payments) asserts a right to a Survivor Annuity, no Survivor Annuity payments will bemade to such person until the Plan has been repaid the cumulative additional reduction, if any, in pension payments that should have been made to offset thecost of providing Survivor Annuity coverage or payments for such person.5.8 Preretirement Survivor Benefit: PEP5.8(a) Eligibility—If a Participant in PEP with a vested right to receive a pension dies before the Participant’s Benefit Commencement Date (i) theSurviving Spouse or (ii) the Alternate Beneficiary (for a Participant who is not married on his/her date of death or who is married, and who has the appropriatespousal waiver and who names an Alternate Beneficiary that does not predecease the Participant) will be entitled to a Preretirement Survivor Benefit.A PEP Participant may name more than one Alternate Beneficiary for a Preretirement Survivor Benefit. If more than one Alternate Beneficiary is named,the Participant must designate the percentage of Preretirement Survivor Benefit attributable to each recipient by delivering an Appropriate Request to the PlanAdministrator. - 29 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For a Participant who is not married and who either does not name an Alternate Beneficiary or names one or more Alternate Beneficiaries and suchAlternate Beneficiary(ies) predeceases the Participant, the default beneficiary for the Preretirement Survivor Benefit will be the Participant’s beneficiary underthe Company’s employee life insurance plan.5.8(b) Value of Coverage—The Preretirement Survivor Benefit is equal to 100% of the deceased Participant’s Gross Pension. If a married PEPParticipant dies and does not have a spousal waiver, the Surviving Spouse will receive a deferred annuity described in 3.3(g), unless the Surviving Spouseelects within 60 days of the Participant’s date of death to receive a lump sum described in 3.3(e) or an immediate annuity described in 3.3(f). The deferredannuity will begin as of the first day of the month designated in writing by the Surviving Spouse, which is after the date the Participant would have attainedage 55 and not later than the Participant’s Normal Retirement Date. The immediate or deferred annuity will be calculated based on the Surviving Spouse’s ageas of the date the annuity begins. If a PEP Participant who is not married or who is married and has a spousal waiver dies, the Alternate Beneficiary willreceive a lump sum described in 3.3(e).5.8(c) Duration of Coverage—Coverage under 5.8(b) commences as of the date that the Participant has a vested right to receive a pension. - 30 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.With respect to a particular spouse of the Participant, coverage will cease upon the earliest of (i) the date of death of the spouse, (ii) the date of the divorceof the spouse from the Participant, (iii) the date on which a waiver of coverage becomes effective, or (iv) the Participant’s Benefit Commencement Date. Withrespect to an Alternate Beneficiary, coverage will cease upon the earliest of (i) the date of death of the Alternate Beneficiary, (ii) the date on which the Participantrevokes his/her election to provide survivor coverage to the Alternate Beneficiary, (iii) the date of marriage of the Participant and his/her spouse, which date isafter the date the Participant named the Alternate Beneficiary, or (iv) the Participant’s Benefit Commencement Date.5.8(d) Cost of Coverage—A Participant’s PEP payments are not reduced to offset the cost of providing coverage under 5.8.5.9 Post-retirement Survivor Benefit: PEP5.9(a) Eligibility—If a Participant in PEP who is receiving monthly pension payments under the Plan dies on or after the Participant’s BenefitCommencement Date, (i) the Surviving Spouse will be entitled to a Post-retirement Survivor Benefit unless it is waived or (ii) any named Alternate Beneficiary(for a Participant who is not married, or who is married and who has the appropriate spousal waiver and who names an Alternate Beneficiary) will be entitledto a Post-retirement Survivor Benefit.A PEP Participant may name only one Alternate Beneficiary for the Post-retirement Survivor Benefit. Only an individual may be named as an AlternateBeneficiary. If the Participant received a lump sum payment, then no Post-retirement Survivor Benefit is available.5.9(b) Value of Coverage—The Post-retirement Survivor Benefit is equal to 50% of the Participant’s monthly pension payments. - 31 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.9(c) Duration of Coverage—Coverage under 5.9(b) commences as of the Participant’s Benefit Commencement Date. Coverage will cease upon the dateof death of the Surviving Spouse or the date of death of the Alternate Beneficiary, whichever is applicable.5.9(d) Cost of Coverage—A Participant’s Gross Pension is permanently reduced to offset the cost of providing coverage under 5.9(b). Such reductionis determined as set forth in 3.4(d).5.10 Post-retirement Survivor Benefit: Special Rules for PEP5.10(a) Additional Coverage—A Participant in PEP may elect additional Post-retirement Survivor Benefit coverage for his/her Surviving Spouse orAlternate Beneficiary. The 50% factor in 5.9(b) may, at the election of such Participant, be increased by a multiple of 5% to a total factor not to exceed 100%.The additional coverage commences as of the Participant’s Benefit Commencement Date. Such coverage will cease as set forth in 5.9(c).5.10(b) Cost of Additional Coverage—A Participant’s Gross Pension is permanently reduced to offset the cost of providing the additional coverage under5.10(a). Such reduction is determined as set forth in 3.4(d).5.11 Form of Survivor Benefit Payments: PEP—Except as provided in 5.12, Preretirement Survivor Benefit payments under PEP are payable in theform described in 5.8(b). Post-retirement Survivor Benefits under PEP are paid in monthly installments.5.12 Automatic Cash-Out: PEP—If a Participant in PEP dies before his/her Benefit Commencement Date and the PEP Gross Pension lump sum amountdescribed in 3.3(e) computed as of the end of the month of the Participant’s death does not exceed $5,000, then the Preretirement Survivor Benefit will be paidin a lump sum. - 32 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.13 Timing of Survivor Benefit Payments: PEP5.13(a) Commencement of Preretirement Survivor Benefit Payments—Preretirement Survivor Benefit payments to a Surviving Spouse shall commenceas of the first day of the month designated in writing by the Surviving Spouse. The date so designated must be later than the month of the Participant’s deathbut not later than the later of (i) the Participant’s Normal Retirement Date, or (ii) the first day of the month following the month of the Participant’s death. ThePreretirement Survivor Annuity payment in PEP to an Alternate Beneficiary shall be made as of the first day of the month following the Participant’s death.5.13(b) Cessation of Survivor Benefit Payments—Preretirement Survivor Benefit payments and Post-retirement Survivor Benefit payments shallpermanently cease upon the death of the Surviving Spouse or Alternate Beneficiary, effective with the Survivor Benefit payment for the month following themonth of the Surviving Spouse’s or Alternate Beneficiary’s death. - 33 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.14 Election Period Survivor Benefits—If an active Participant dies during the election period referenced in 1.2, then regardless of any election that theParticipant may have already made, the Participant’s Surviving Spouse will have the option of electing the Preretirement Survivor Annuity under theTraditional Pension Plan or the Preretirement Survivor Benefit under PEP. The Surviving Spouse must make his/her choice by the later of (i) 60 days after thedate the Plan Administrator notifies the Surviving Spouse of the option, or (ii) June 30, 2000. If an active Participant dies during the election period referencedin 1.2 and is not married, then the Alternate Beneficiary will receive the Preretirement Survivor Benefit under PEP. For the purposes of this 5.14, if theParticipant is not married and did not name an Alternate Beneficiary then the default beneficiary will be the Participant’s beneficiary under the Company’semployee life insurance plan. If no beneficiary under the life insurance plan exists, then the default beneficiary will be the Participant’s estate. - 34 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE VI—Procedures; Administration; Claims6.1 Procedures: Commencement of Payments Under the Plan—Any payment required to be made under the Plan may, at the discretion of the PlanAdministrator, be suspended until the name and address of the recipient and all information necessary to determine the amount payable (including, whenapplicable, but not limited to, the recipient’s age, proof of marital status and, if married, an Appropriate Request that includes the name, birth date and currentaddress of the Participant’s spouse and which either rejects the 50% Post-retirement Survivor Annuity or Post-retirement Survivor Benefit or accepts suchcoverage and requests or declines additional coverage) has been received by the Plan Administrator. Generally the Appropriate Request must be executed by theParticipant and spouse (or their guardian, attorney-in-fact, or other legal representative), under oath, before a notary public. The signature of a legalrepresentative must be supported by a copy of the instrument effecting the appointment. However, for the purpose of the 50% spousal election for Post-retirement Survivor Annuity or Post-retirement Survivor Benefit, the Appropriate Request does not need to be notarized. Payments that were suspended will bemade in a lump sum, without interest, as soon as possible after the Plan Administrator receives such information. The Plan Administrator may, in his/her solediscretion, require assurances in the form of an indemnity agreement or bond, prior to the commencement of any payments, if the accuracy of certaininformation has not been in his/her opinion conclusively established. To the extent payments have not been claimed during a three year period, all paymentswill be forfeited. However, if the recipient subsequently files a proper claim with the Plan Administrator for such amounts, and the claim is filed prior to thetermination of the Plan, payments that were suspended will be made in a lump sum, without interest, as soon as possible after the Plan Administrator receivessuch claim. - 35 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.1(a) Proof of Marital Status—The Plan Administrator may rely on a notarized written declaration made on an Appropriate Request that a Participant ispresently unmarried unless (i) the Participant’s spouse is currently a designated beneficiary under any Employer-sponsored life insurance, or (ii) theParticipant’s spouse is currently a dependent under any Employer-sponsored group health insurance. If (i) or (ii) above indicate that a spouse exists, theresulting presumption will be overcome if the notarized written declaration is supported by a copy of a death certificate or final decree of divorce or annulmentwhich, in the Plan Administrator’s sole discretion, appears to have been properly issued. If an allegedly estranged spouse can’t be reached by certified mail,return receipt requested, at the last known address of the spouse, the Plan Administrator, in his/her sole discretion, may accept the Appropriate Requestwithout the signature of the spouse (or the spouse’s legal representative).6.2 Procedures: Written Explanation of Survivor Annuity Coverage—6.2(a) Additional Preretirement Survivor Annuity Coverage—Within one year of the date the Participant in the Traditional Pension Plan becomes eligiblefor additional Preretirement Survivor Annuity coverage, the Plan Administrator shall furnish to the Participant a written explanation of (i) the terms andconditions of the additional Preretirement Survivor Annuity coverage, and (ii) the Participant’s right to elect or change or cancel an election of the additionalPreretirement Survivor Annuity coverage. - 36 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.2(b) Preretirement Survivor Benefit—The Plan Administrator shall furnish to the Participant in PEP a written explanation of (i) the terms andconditions of the Preretirement Survivor Benefit, (ii) the Participant’s right to designate the beneficiary of the Preretirement Survivor Benefit, (iii) the rights ofthe Participant’s spouse, and (iv) the right to change or revoke a beneficiary designation. The written explanation shall be provided to the Participant (A) assoon as practicable after the Participant begins to participate in PEP, (B) between January 1 of the year the Participant attains age 32 and December 31 of theyear the Participant attains age 34, unless the date in (A) is subsequent to January 1 of the year the Participant attains age 32, (C) within one year after theParticipant’s Severance From Service Date provided that (a) the Participant’s Severance From Service Date occurs before the Participant attains age 35, (b) theParticipant is vested at his/her Severance From Service Date, (c) the Participant does not have a Benefit Commencement Date before the written explanation isprovided, and (d) the written explanation was not otherwise provided within one year before the Participant’s Severance From Service Date, and (D) as soon aspracticable after the Participant is rehired.6.2 (c) Post-retirement Survivor Annuity or Post-retirement Survivor Benefit—(i) The Plan Administrator shall furnish to the Participant a writtenexplanation of (A) the terms and conditions of the Post-retirement Survivor Annuity or Post-retirement Survivor Benefit, (B) the Participant’s right to make andthe effect of an election to waive the Post-retirement Survivor Annuity or the Post-retirement Survivor Benefit, (C) the rights of the Participant’s spouse, and(D) the right to make, and the effect of, a withdrawal of a previous election to waive the Post-retirement Survivor Annuity or Post-retirement Survivor Benefit. - 37 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) The written explanation shall be provided to the Participant no more than 180 and no less than 30 days before the Participant’s Benefit CommencementDate, subject to the following exception:(A) The written explanation may be provided less than 30 days before the Benefit Commencement Date provided that the Participant is given a specifiedperiod of at least 30 days to make the election (and that other Plan requirements are satisfied); and(B) A Participant may affirmatively elect, with the Participant’s Spouse’s consent, to waive the minimum 30-day election period. The waiver of theminimum 30-day period will be effective only if:(I) the Participant and the Participant’s Spouse have been clearly informed of the right to have a minimum 30-day election period to considerwhether to waive the Post-retirement Survivor Annuity or Post-retirement Survivor Benefit;(II) the distribution begins at least 7 days after the date that the written explanation is provided; and(III) the Participant is permitted to revoke an election, and the Spouse is permitted to revoke a consent, until the later of the BenefitCommencement Date or the expiration of the 7-day period that begins the day after the written explanation is provided. - 38 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.3 Procedures: Election of Survivor Annuity Coverage—6.3(a) Additional Preretirement Survivor Annuity Coverage—As described in 5.2(d), a Participant in the Traditional Pension Plan may elect to changeor cancel an election of the additional Preretirement Survivor Annuity coverage on an Appropriate Request at any time between the date the Participant becomeseligible for the additional Preretirement Survivor Annuity coverage and the Participant’s Benefit Commencement Date. Such election, change or cancellationshall not require the consent of the Participant’s spouse.6.3(b) Preretirement Survivor Benefit—A Participant in PEP may select his/her spouse, an individual or a trust to be his/her beneficiary of thePreretirement Survivor Benefit, and may change his/her selection, on an Appropriate Request, at any time before his/her Benefit Commencement Date. If theParticipant selects a beneficiary other than his/her spouse, the selection shall be effective only if the Participant is not married on his/her date of death or theindividual who is the spouse of the Participant on the Participant’s date of death has consented to the selection in writing and such consent was witnessed by anotary public. Notwithstanding the preceding sentence, if the Participant selects a beneficiary other than the Participant’s spouse and the Participant’s spouseconsents to such election prior to January 1 of the year the Participant attains age 35, the designation and waiver shall become ineffective on such January 1,unless the Participant does not have a surviving spouse on the Participant’s date of death.6.3(c) Post-retirement Survivor Annuity or Post-retirement Survivor Benefit—After the Plan Administrator provides the Participant with the writtenexplanation in 6.2(c)(i) during the period in 6.2(c)(ii), a Participant in the Traditional Pension Plan may waive the Post-retirement Survivor Annuity or mayelect additional Post-retirement Survivor Annuity coverage by an Appropriate Request. A Participant in the Traditional Pension Plan may revoke such waiveror election and make a new election until the - 39 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Participant’s Benefit Commencement Date (or, if later, the expiration of the 7-day period that begins after the written explanation is provided), without limit onthe number of changes that may be made. After the Plan Administrator provides the Participant with the written explanation in 6.2(c)(i) during the period in6.2(c)(ii), a Participant in PEP may waive the Post-retirement Survivor Benefit with the Participant’s spouse as beneficiary or may elect additional Post-retirement Survivor Benefit coverage with the Participant’s spouse as beneficiary, or may select a beneficiary other than the Participant’s spouse by anAppropriate Request. A Participant in PEP may revoke such waiver or election and make a new election until the latest of the Participant’s BenefitCommencement Date, the expiration of the 7-day period that begins after the written explanation is provided), and 60 days after the Participant’s SeveranceFrom Service Date (but not later than the date of distribution) without limit on the number of changes that may be made. If the Participant waives the Post-retirement Survivor Annuity or the Post-retirement Survivor Benefit with his/her spouse as beneficiary or selects a beneficiary other than his/her spouse for thePost-retirement Survivor Benefit, the waiver or selection shall be effective only if the Participant is not married on his/her Benefit Commencement Date or theParticipant’s spouse on the Participant’s Benefit Commencement Date has consented to the waiver or selection in writing and such consent was witnessed by anotary public.6.4 Plan Administration: The Administrative Committee6.4(a) Generally—The Administrative Committee shall consist of members of senior management of the Company appointed from time to time by theChief Executive Officer of the Company. The Chairman of the Committee shall be the Chief Human Resources Officer of the Company. A member of theCommittee may resign by delivering his/her written resignation to the Chairman of the Committee. A written resignation shall become effective as of the datespecified therein. No member of the Committee shall receive compensation from the Plan for his/her services as a member.6.4(b) The Administrative Committee: Authority and Duties—The Administrative Committee has the authority to adjudicate claims appeals as set forthin Section 6.8, and to delegate, in writing, any part of its authority and duties to one or more designees. - 40 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.5 Plan Administration: The Investment Committee6.5(a) Generally—The Investment Committee shall consist of members of senior management of the Company appointed from time to time by the ChiefExecutive Officer of the Company. The Chairman of the Committee shall be the Chief Financial Officer of the Company. A member of the Committee mayresign by delivering his/her written resignation to the Chairman of the Committee. A written resignation shall become effective as of the date specified therein.No member of the Committee shall receive compensation from the Plan for his/her services as a member.6.5(b) Authority and Duties—The Investment Committee has the authority and responsibility, subject to the review and modification of the Board ofDirectors: (i)to develop and implement strategies for the custody and management of Plan assets in accordance with its investment policy statement, (ii)to engage in negotiations related to the custody or management of Plan assets, - 41 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (iii)to exercise all rights reserved to the Company as party to a contract or trust instrument related to the custody or management of its assets, (iv)to delegate, in writing, any part of its authority and duties to one or more designees, and (v)to report annually to the Board of Directors.6.6 Plan Administration: The Plan Administrator6.6(a) Generally—The Plan will be administered by the Director – Benefits of the Company (or the successor to that function) as Plan Administrator,under the direct supervision of the Chief Human Resources Officer of the Company (or under the supervision of the officer succeeding to that function).6.6(b) Authority and Duties—The Plan Administrator will establish policies and procedures necessary to efficiently operate the Plan. The PlanAdministrator is responsible for the day to day operation of the Plan. The Plan Administrator will: (i)furnish when due all required information and reports to Participants and regulatory agencies, and (ii)receive all communications from Participants and regulatory agencies about the Plan and take appropriate action in response thereto. ThePlan Administrator may, in writing, delegate any part of his/her authority and duties to one or more designees. The designee or the PlanAdministrator may withdraw the designation in writing. - 42 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.7 Plan Administration: Indemnification—The Plan Administrator (and his/her designees), the Board of Directors, Chairman of the Board ofDirectors, Vice Chairman of the Board of Directors, Administrative Committee and Investment Committee members, the –Chief Human Resources Officer (orthe officer succeeding to that function) of the Company and all employees of the Employer whose duties involve Plan matters, shall be indemnified by theCompany, or from the proceeds under insurance policies purchased by the Company, against any and all liabilities arising by reason of any act or failure toact made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto.6.8 Plan Administration: Claims6.8(a) Denial of Claim—If after a Participant makes a written claim for benefits, such claim is denied in full or in part, the Plan Administrator shall,within 90 days after receipt of the claim, provide the Participant (at the Participant’s last address appearing on the records of the Plan) with written notice bymail, in language calculated to be understood by the Participant, of the denial of the claim stating (i) the specific reasons for the denial, (ii) the specificreferences to pertinent Plan provisions on which the denial is based, (iii) any additional material or information necessary for the Participant to resubmit theclaim, including an explanation of why such material or information is necessary, and (iv) an explanation of the claims appeal procedure. If specialcircumstances require an extension of time to process the claim, within 90 days after receipt of the claim, the Plan Administrator shall provide the Participantwith written notice by mail specifying the reasons for the need for an extension of time, and a date by which he/she expects to render a decision. In that event,the initial 90 day period for notice of denial shall be extended by an additional 90 days. - 43 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.8(b) Appeal of Claim—If a Participant’s written claim has been denied or if the Participant has not received written notice of denial within the periodprescribed by 6.8(a), he/she may file an appeal with the –Administrative Committee. The Participant or his/her duly authorized representative may request toreview pertinent documents. The appeal must be submitted in writing within 60 days of the date the Participant receives or should have received notice of thedenial. The appeal may be made by the Participant or his/her duly authorized representative. The appeal must state the reasons for the appeal and shall beaccompanied by any evidence or documentation to support the Participant’s position. The –Administrative Committee shall review the Participant’s appealpromptly and shall advise the Participant of his/her decision in writing, in language calculated to be understood by the Participant, stating the specific reasonsfor his/her decision withspecific reference to pertinent Plan provisions on which the decision is based. This written decision shall be sent to the Participant (athis/her last address appearing on the records of the Plan) by mail no later than 60 days after receipt of the written appeal, unless special circumstances requirean extension of time for processing the appeal, obtaining more information or conducting an investigation of the facts. In no event shall the written decision besent to the Participant later than 120 days after receipt by the –Administrative Committee of the written appeal. The determination of the –AdministrativeCommittee shall be final and binding on all parties and not subject to further appeal. - 44 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.8(c) Exclusive Method—The procedure for review of claims outlined in this 6.8 is the exclusive method available for resolving claims under the Plan,notwithstanding the existence of other Employer procedures applicable to Employee grievances in other areas. No Participant or beneficiary is entitled to bringany action, whether at law or in equity against any Employer or their respective agents, officers, directors or employees, including the AdministrativeCommittee, the Investment Committee, the Plan Administrator, his/her designees, or the –Chief Human Resources Officer of the Company (or any officersucceeding to that function) in connection with any right, privilege or benefit provided under this Plan unless and until, as a condition precedent, all theremedies provided under this Section 6.8 have been exhausted.6.9 Direct Rollover of Eligible Rollover Distributions—This 6.9 applies to distributions made on or after January 1, 1993, or such other effective dateas specified herein. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this 6.9; a distributeemay elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligibleretirement plan specified by the distributee in a direct rollover.For purposes of this 6.9, eligible rollover distribution means any distribution of all or any portion of the balance to the credit of the distributee, exceptthat an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently thanannually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designatedbeneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); and theportion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect toemployer securities). - 45 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For purposes of this 6.9, eligible retirement plan means an individual retirement account described in Code Section 408(a), a Roth individual retirementaccount described in Code Section 408A(b) (subject to current Roth individual retirement account conversion rules), an individual retirement annuitydescribed in Code Section 408(b), an individual retirement annuity described in Code Section 403(a), or a qualified trust described in Code Section 401(a),that accepts the distributee’s eligible rollover distribution. Eligible retirement plan shall also mean an eligible deferred compensation plan described in CodeSection 457(b) that is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or an entity exempt from federal incometax, or an annuity contract described in Code section 403(b).For purposes of this 6.9, a distributee means an Employee or Former Employee. In addition, a Surviving Spouse (or, effective for distributions madeafter December 31, 2009, a non-spouse beneficiary as described in Code Section 402(c)(11)) and the Employee’s or Former Employee’s spouse or formerspouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are distributees with regard to the interest of thespouse or former spouse.For purposes of this 6.9, a direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee. - 46 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE VII—Plan Funding7.1 Contributions—No contributions from any Participant shall be required or permitted under the Plan. The Employer shall make contributions insuch amounts and at such times as determined by the Investment Committee in accordance with a funding method and policy to be established by theInvestment Committee. Forfeitures arising under this Plan shall be applied to reduce the expenses of Plan administration, not to increase the benefits otherwisepayable to Participants.7.2 Payments to the Trustee—All contributions made by the Employer under this Plan shall be paid to the Trustee and shall become assets of the Trust. - 47 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE VIII—Miscellaneous Provisions8.1 Inalienability of Benefits: Generally—No benefit or interest available under the Plan will be subject to assignment, attachment, alienation, or otherlegal process, either voluntarily or involuntarily. Except as provided in 8.1(a), the preceding sentence will also apply to the creation, assignment or recognitionof a right to any benefit payable with respect to a Participant pursuant to a domestic relations order. Except as provided in 8.1(b) and 8.7, payments requiredunder the Plan will be made to and in the name of the person entitled to such payments under the terms of the Plan, or to and in the name of such person’sauthorized representative. Payments to any financial institution to the credit of such person will constitute payments to and in the name of the person entitled tosuch payments under the terms of the Plan.8.1(a) Qualified Domestic Relations Orders—The anti-alienation provisions of 8.1 do not apply to qualified domestic relations orders, as the term isdefined in Code Section 414(p). The Plan Administrator has established and will maintain written procedures to determine the qualified status of domesticrelations orders and to administer distributions under such qualified orders. To the extent provided under a qualified domestic relations order, a former spouseof a Participant shall be treated as the spouse or Surviving Spouse for all purposes under the Plan.A qualified domestic relations order will not require the Plan to provide any type or form of benefit, or any option, not otherwise provided under thePlan. - 48 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Notwithstanding the preceding paragraph, if provided under a qualified domestic relations order, an alternate payee as described in Code Section 414(p)may receive his/her entire interest under the order as a lump sum payment as soon as administratively possible after a domestic relation order is qualified bythe Plan Administrator. Such lump sum payment will be limited to (i) in the case of a Participant in the Traditional Pension Plan, the Present Value of theParticipant’s Gross Pension under 3.3(a), calculated as of the date as of which the lump sum is paid, and (ii) in the case of a Participant in PEP, the PEPGross Pension lump sum under 3.3(e), calculated as of the date as of which the lump sum is paid. Unless unambiguously stated otherwise in the qualifieddomestic relations order, such lump sum will equal a percentage or portion (as specified in the order) of the amount described in (i) or (ii) above.A Participant’s Gross Pension (payable at the time and in the form such Gross Pension is actually paid to the Participant or, if the Participant dies beforehis/her Benefit Commencement Date, payable at the time and in the form the Preretirement Survivor Annuity or Preretirement Survivor Benefit is actually paidto the Surviving Spouse or Alternate Beneficiary) will be reduced by the benefits provided to an alternate payee described in Code Section 414(p)(8) under aqualified domestic relations order. Such Gross Pension will be reduced as follows: (i)If the alternate payee receives a lump sum payment, the Gross Pension will be reduced by accumulating such lump sum payment with the AnnualInterest Rate from the date as of which the lump sum is paid to the Participant’s (or the Surviving Spouse’s or Alternate Beneficiary’s) BenefitCommencement Date, and converting such accumulated amount to the form of payment paid to the Participant (or Surviving Spouse or AlternateBeneficiary) using the Annual Interest Rate and the mortality table described in Code Section 417(e)(3). The Annual Interest Rate in - 49 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. the preceding sentence will be (1) on and after January 1, 2008, the rate of interest specified under Code Section 417(e) as amended by the PensionProtection Act of 2006 and clarified by Revenue Ruling 2007-67 and (2) prior to January 1, 2008, the annual rate of interest on 30-year Treasurysecurities, in each case for the November of the Plan Year immediately preceding the Plan Year in which the lump sum payment is made to thealternate payee. For distributions with a Benefit Commencement Date on or after January 1, 2003 and prior to January 1, 2008, the mortality tableshall be as prescribed in Revenue Ruling 2001-62 and for distributions with a Benefit Commencement Date on or after January 1, 2008, themortality table shall be as prescribed in Revenue Ruling 2007-67. (ii)If the alternate payee receives monthly annuity payments and the Participant also receives monthly annuity payments, the alternate payee’smonthly annuity payments have a Benefit Commencement Date that is on or after the Participant’s Benefit Commencement Date, the alternatepayee’s monthly annuity payments are payable until a date that is no later than the Participant’s date of death, and the alternate payee’s monthlyannuity payments are no greater than the monthly payment the Participant would receive if the qualified domestic relations order did not exist, theParticipant’s monthly annuity payments will be reduced by the dollar amount of the monthly annuity payments provided to the alternate payee. - 50 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (iii)If the alternate payee receives monthly annuity payments and the conditions in (ii) are not satisfied, the Gross Pension will be reduced byaccumulating the Present Value of the alternate payee’s monthly annuity payments (with such Present Value being determined as of the date suchannuity payments begin to be paid to the alternate payee) with the Annual Interest Rate from the date as of which such Present Value is determinedto the Participant’s (or Surviving Spouse’s or Alternate Beneficiary’s) Benefit Commencement Date, and converting such accumulated amount tothe form of payment paid to the Participant (or Surviving Spouse or Alternate Beneficiary) using the Annual Interest Rate and the mortality tabledescribed in Code Section 417(e)(3). The Annual Interest Rate in the preceding sentence will be (1) on and after January 1, 2008, the rate of interestspecified under Code Section 417(e)(3) as amended by the Pension Protection Act of 2006 and clarified by Revenue Ruling 2007-67 and (2) priorto January 1, 2008, the annual rate of interest on 30-year Treasury securities, in each case, for the November of the Plan Year immediatelypreceding the Plan Year in which the Present Value is determined. For distributions with a Benefit Commencement Date on or after January 1, 2003and prior to January 1, 2008, the mortality table shall be as prescribed in Revenue Ruling 2001-62 and for distributions with a BenefitCommencement Date on or after January 1, 2008, the mortality table shall be as prescribed in Revenue Ruling 2007-67.8.1(b) Miscellaneous Exceptions—The anti-alienation provisions of 8.1 do not apply to certain voluntary and revocable assignments or alienations orother arrangements permitted under the Code and ERISA, including under Code Section 401(a)(13) and the applicable Treasury regulations. - 51 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.2 Exclusive Benefit: Generally—Except as provided in 8.2(a), all contributions made by any Employer to any insurance company or Trustee for thepurpose of funding the Plan are irrevocable and shall not revert to the Employer. Prior to the satisfaction of all liabilities under the Plan, such contributions, aswell as the corpus and income of the Trust, shall not be diverted to or used for purposes other than the exclusive benefit of Participants and their beneficiariesand defraying reasonable expenses of Plan administration, including expenses of service providers who support plan administrative or fiduciary functions.8.2(a) Exceptions—Any contribution made by an Employer by mistake of fact shall be returned to the Employer provided the return is made within oneyear after the payment of such contribution to the insurance company or Trustee, and provided further that earnings attributable to the excess contributionmay not be returned to the Employer, but losses attributable to the excess contribution must reduce the amount returned.Any contribution made by an Employer shall be returned to the Employer to the extent the deduction of such contribution is disallowed under CodeSection 404, provided the return is made within one year after the disallowance of the deduction by the Internal Revenue Service. For purposes of thisprovision, all contributions made by an Employer to the Plan are expressly conditioned upon their deductibility under Code Section 404, and anynondeductible contributions must be returned to the Employer.Any excess assets shall be returned to the Employer upon the Plan’s termination, but only after satisfaction of all Plan liabilities to Participants and theirbeneficiaries. - 52 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.3 No Right to Employment—Nothing contained in the Plan shall be construed as a contract of employment between an Employer and any Employee,or as a right of any Employee to continue in the employment of an Employer or as a limitation of the right of an Employer to discharge an Employee with orwithout cause.8.4 Controlling Law—The Plan and its administration shall be governed by the laws of the State of Maryland except to the extent preempted by Federallaw.8.5 Number—Words used in the singular are intended to include the plural, whenever appropriate.8.6 Titles and Headings—Titles of Articles and headings to Sections in the Plan are placed herein solely for convenience of reference and, in any case ofconflict, the text of the Plan, rather than such titles and headings, shall control.8.7 Payment of Benefits to Incompetents—If the Plan Administrator determines that any participant, spouse or beneficiary is unable to care for hisaffairs because of minority, illness, infirmity, accident or any other reason, any distributions due may be made at the direction of the Plan Administrator to theguardian, conservator, legal representative, spouse, child, parent or other blood relative or to any person deemed by the Plan Administrator to have incurredexpenses for such participant, spouse, or beneficiary entitled to distributions under the Plan. Such distribution shall, to the extent thereof, be a completedischarge of all liabilities of the Plan, the Employer, the Plan Administrator, the Trustee and the Trust. - 53 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ARTICLE IX—Amendment, Termination, Mergers or Consolidations9.1 Amendment—In the event of the amendment of the Plan as permitted under Article VI, such amendment shall not cause the elimination or reductionof any Plan benefit as prohibited under the provisions of Code Section 411(d)(6).Unless an amendment or Plan provision specifically provides otherwise, no Plan amendment will have a retroactive or prospective effect on the rights offormer Employees whose active employment with the Employer terminated prior to the effective date of the amendment.9.1(a) Amendment Authority of the Board of Directors—The Board of Directors reserves the right, at their exclusive discretion: (i)to discontinue or terminate, merge or consolidate the Plan, in whole or in part, (ii)to determine whether, and to what extent, employees of subsidiaries of the Company will be eligible to participate in the Plan, (iii)to amend the Plan, in whole or in part, on advice of counsel, and except as otherwise provided herein, the Board of Directors may delegatethe right to amend the Plan with respect to certain matters, and (iv)to delegate to special committees or subcommittees the power to exercise the rights otherwise reserved to the Board of Directors in thisSection 9.1(a). - 54 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9.1(b) Amendment Authority of the Chairman of the Board of Directors—The Chairman of the Board of Directors has the right, subject to the reviewand modification of the Board of Directors: (i)to amend the Plan, from time to time, as shall be necessary or advisable in the interpretation, administration or operation thereof or asrequired by law, on the advice of counsel. (ii)to exercise all rights and authority related to the operation of the Plan that are not expressly reserved to the Board of Directors or otherwisedelegated by the Board of Directors, (iii)to appoint the members of the Investment and Administrative Committees, as set forth in Sections 6.4 and 6.5, and (iii)to delegate, in writing, any part of his/her authority to one or more designees.9.1(c) Amendment Authority of the Executive Group—Effective July 23, 2010 the Executve Group may approve amendments to the Plan that have lessthan a $10 million impact on the Plan’s accumulated benefit obligation per amendment.9.1(d) Amendment Authority of the Chief Human Resources Officer—The Chief Human Resources Officer may make any amendment to the Plan thatdoes not increase the annual liabilities of the Plan materially, or as required by law, upon the advice of counsel.9.1(e) Amendment Authority of the Plan Administrator—The Plan Administrator may make any amendment to the Plan as required by law, upon theadvice of counsel. - 55 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9.1(f) Report to the Board—At least annually, the Company’s Chief Executive Officer shall report all amendments made pursuant to the authorities setforth in Sections 9.1(b) and (c) to the Board of Directors.9.2 Termination—In the event of the termination or partial termination of the Plan, the rights of all affected Participants entitled to benefits accrued to thedate of such termination or partial termination (to the extent funded as of such date) shall be nonforfeitable. A Participant whose benefits were forfeited, inaccordance with 4.5, prior to the date of termination or partial termination, shall not be entitled to nonforfeitable benefits as a result of the preceding sentence.In the event of the termination of the Plan, the benefit of any highly compensated employee (and any former highly compensated employee) as those terms aredefined in Code Section 414(q) and the related regulations, is limited to a benefit that is nondiscriminatory under Code Section 401(a)(4).9.3 Merger or Consolidation—In the event of a merger or consolidation of the Plan with, or transfer of assets and liabilities of the Plan to, any otherplan, each Participant will receive a benefit immediately after such merger, consolidation, or transfer (computed as if the Plan had then terminated) which isequal to or greater than the benefit the Participant was entitled to immediately before such merger, consolidation, or transfer (computed as if the Plan had thenterminated) to the extent required under Section 414(l) of the Code.9.4 Spin Offs To and From the CENG Plan—This 9.4 is effective as of the CENG Effective Date. In any case where assets and liabilities are spun offfrom or to this Plan, each Participant (whether or not vested) will be entitled to an accrued benefit immediately after such spin off or transfer (computed as ifthis Plan or the transferee - 56 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.plan, as applicable, had then terminated) that satisfies the requirements of 9.3; provided that such accrued benefit will be payable from the applicable plan ifand only if all applicable requirements for payment under the applicable plan are satisfied including, without limitation, applicable vesting requirements.Under no circumstances shall any individual be entitled to duplicate benefits under this Plan and the CENG Plan (or any other qualified defined benefitpension plan sponsored by the Company, CENG or any of their subsidiaries or affiliates).9.4(a) Introduction—Effective as of the CENG Effective Date, ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA and its affiliates acquired49.99 of the membership interests of CENG from the Company; CENG and certain of its affiliates ceased to be Employers or otherwise participate in thePlan; and CENG established and adopted the CENG Plan for the benefit of its employees and certain former Participants in this Plan. As of the CENGEffective Date, the CENG Plan and its related trust received a spin off of assets and liabilities with respect to each employee, former employee, and survivingspouse of a former employee of CENG (or any affiliate or subsidiary thereof the employees of which participated in this Plan prior to the CENG EffectiveDate) who, immediately prior to the CENG Effective Date, was either (1) an active Participant under this Plan, (2) an inactive Participant or DisabledParticipant under this Plan who was entitled to a benefit under this Plan immediately prior to the CENG Effective Date and who was an Employee of anEmployer immediately prior to his or her Severance From Service Date or (3) a Surviving Spouse of an individual who would have been described in (1) or(2) had he or she not died prior to the CENG Effective Date. No individual described in the previous sentence shall be entitled to a benefit under or continued - 57 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.participation in the Plan after the CENG Effective Date (except to the extent such individual’s benefit is subsequently spun off from the CENG Plan back tothis Plan pursuant to 9.4(b) or to the extent such individual is entitled to participate and earn only future benefits under this Plan because he or she is rehiredby the Company (or any subsidiary or affiliate thereof the employees of which then participate in the Plan in accordance with the designation of the Board ofDirectors as reflected in Appendix G) under circumstances where his or her benefit is not spun off from the CENG Plan to this Plan pursuant to this 9.4).9.4(b) Direct Transfers from CENG—This Plan and the associated Trust will receive a spin off of assets and liabilities from the CENG Plan withrespect to each eligible Full-Time Employee of the Company or those designated subsidiaries and affiliates of the Company reflected in Appendix G whoseemployment is transferred by CENG directly from CENG (or any affiliate or subsidiary thereof the employees of which participate in the CENG Plan) to anEmployer after the CENG Effective Date and this Plan and the associated Trust will spin off assets and liabilities to the CENG Plan and its trust with respectto each Former Employee whose employment is transferred by the Company directly from the Company (or a designated subsidiary or affiliate of theCompany reflected in Appendix G) to CENG (or any affiliate or subsidiary thereof the employees of which participate in the Prior Plan) after the CENGEffective Date. No Employee or Former Employee of the Employer shall be entitled to a benefit or continued participation in the Plan (or CENG Plan, as thecase may be) after the date the assets and liabilities with respect to such employee’s benefit are spun off from this Plan and its Trust to the CENG Plan and itstrust (or from the CENG Plan and its trust to the Plan and - 58 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.its Trust, as the case may be, and in all cases except to the extent such employee’s benefit is subsequently spun back to the other plan pursuant to thisparagraph). Under no circumstances shall any individual transferred pursuant to this paragraph be entitled to benefits under this Plan and the CENG Plan (orany other qualified defined benefit pension plan sponsored by the Company, CENG or any of their subsidiaries or affiliates).9.4(c) Automatic PEP Participation—Except as provided in the next sentence, each Transferred Participant shall become a Participant in the PEP on thedate he/she becomes a Full-Time Employee pursuant to the transfer of employment described in 9.4(b). Notwithstanding the foregoing, each TransferredParticipant that was a participant in the Traditional Pension Plan immediately prior to the CENG Effective Date and subsequently remained a participant inthe corresponding component of the CENG Plan continuously from the CENG Effective Date until the Participant’s Transfer Date shall become a Participantin the Traditional Pension Plan on the date he/she becomes a Full-Time Employee pursuant to the transfer of employment described in 9.4(b).9.4(d) Minimum Benefit— (i)Traditional Pension Plan—Notwithstanding anything in the Plan to the contrary, the Gross Pension payable to a Transferred Participant in theTraditional Pension Plan under 3.3(a), 3.3(b), 3.3(c), or 3.3(d) shall not be less than the Gross Pension payable to such Participant at theapplicable retirement date under the CENG Plan determined immediately prior to such Participant’s Transfer Date. For a Transferred Participantin the Traditional Pension Plan, any applicable actuarial adjustment under 3.2(b) shall include periods of active employment recognized as suchfor purposes of the corresponding actuarial adjustment under the CENG Plan prior to the Transfer Date. - 59 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii)PEP—Notwithstanding anything in the Plan to the contrary: (a) the Gross Pension payable to a Transferred Participant in the PEP under 3.3(f) or3.3(g) shall not be less than the Gross Pension or single life annuity payable to such Participant at the Benefit Commencement Date determinedunder the applicable CENG Plan formula based on the plan provisions, factors and all components of such formula as in effect immediately priorto the Participant’s Transfer Date including, for a PEP formula, the Participant’s Total Pension Credits and Final Average Annual Pay determinedunder the applicable CENG Plan as of such date and the provisions of the applicable CENG Plan (including, as applicable, the Annuity Factorand Deferred Annuity Factor) as in effect on such date, and (b) the Gross Pension payable to a Transferred Participant in the PEP under 3.3(e)shall not be less than the Present Value of the deferred annuity payable as of the Participant’s Normal Retirement Date under the applicable CENGPlan formula, where such annuity shall be determined immediately prior to the Participant’s Transfer Date based on the plan provisions, factorsand all components of such formula as in effect immediately prior to the Participant’s Transfer Date including, for a PEP formula, theParticipant’s Total Pension Credits and Final Average Annual Pay determined under the applicable CENG Plan formula and the other provisionsof the applicable CENG Plan as in effect on such date. - 60 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.********IN WITNESS WHEREOF, this restatement and the appendices attached thereto, effective January 31, 2012, were duly executed on this day ofJanuary, 2012. Mary LauriaChief Human Resources Officer - 61 -Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX ADEFINITIONSA-1 “Adjusted Employment Commencement Date” means, with respect to an Employee who terminates employment with the Employer and issubsequently reemployed, the date that is determined by subtracting the period of Credited Service and/or Vesting Service that is restored upon reemploymentfrom the date on which the Employee accumulated one hour of service (i.e., each hour for which an Employee is directly or indirectly paid or entitled topayment by an Employer for the performance of duties) after reemployment.A-2 “Administrative Committee” means the committee appointed by the Chief Executive Officer of the Company as set forth in 6.4.A-3 “Alternate Beneficiary” means an individual person(s) and/or trust(s) who is entitled to receive distributions under this Plan upon or after the deathof a PEP Participant or Traditional Plan Participant.A-4 “Annual Interest Rate” means (1) on and after January 1, 2008, the rate of interest specified under Code Section 417(e)(3) as amended by thePension Protection Act of 2006 and clarified by Revenue Ruling 2007-67 and (2) prior to January 1, 2008, the annual rate of interest on 30-year Treasurysecurities, in each case, for the November of the Plan Year immediately preceding the Plan Year in which the first day of the month following the Participant’sSeverance From Service Date occurs. Effective January 1, 2008, if the Plan is terminated, for purposes of converting a lump sum benefit to an annuity orconverting an annuity to a lump sum, the Annual Interest Rate shall be equal to the average of the rates of interest used under this A-4 during the 5-year periodending on the termination date. A-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-5 “Annuity Factor” means the factor which is used to convert a PEP Gross Pension lump sum to an annuity. The factor is based on a Participant’sage at the Benefit Commencement Date, the mortality table described in Code Section 417(e)(3), and the Annual Interest Rate. For distributions with a BenefitCommencement Date on or after January 1, 2003 and prior to January 1, 2008, the mortality table used for purposes of satisfying the requirement of CodeSection 417(e)(3) is the table prescribed in Revenue Ruling 2001-62 and for distributions with a Benefit Commencement Date on or after January 1, 2008, themortality table used for purposes of satisfying the requirements of Code Section 417(e)(3) is the table prescribed in Revenue Ruling 2007-67. Notwithstandingthe foregoing, the following increase is made to the Annual Interest Rate in determining the Annuity Factor: if (i) the Participant is eligible for Early Retirementunder 2.2 on his/her Severance From Service Date or (ii) the Participant becomes a Disabled Participant on or after January 1, 1994, the Participant completesat least ten years of Credited Service prior to the date the Participant first benefits under the Disability Plan, and the Participant ceases to be a DisabledParticipant on or after age 55 and prior to age 65. Age at Benefit Commencement Date Increase in Annual Interest Rate50 to 62 +1.0%63 +0.6%64 +0.3%65 or older +0.0% A-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If the Surviving Spouse of a Participant in PEP chooses to receive an annuity under 5.8, the Surviving Spouse’s age as of the date the annuity begins shall beused in place of the Participant’s age at the Benefit Commencement Date to determine the Annuity Factor and the increase in the Annual Interest Rate indetermining the Annuity Factor described in the preceding sentence is not applicable.A-6 “Applicable Interest Rate” means, as set forth in Code Section 417(e)(3)(B), the interest rate which would be used (as of the effective date of thedistribution) by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on plan termination.A-7 “Appropriate Request” means a written request by a Participant delivered to the Plan Administrator or his/her designated representative.A-8 “Average Annual Pay” means for a PEP Participant the average, as described in the next sentence, of the following forms of eligible pay: (i) the baserate of pay of an Employee (before any reductions, and excluding (a) overtime, (b) bonuses and incentives other than certain license bonuses set forth inAppendix I, Part 1 and (c) other forms of extra compensation) plus (ii) bonuses and/or incentives set forth in Appendix I, Part 2, paid by the Employer to anEmployee, plus (iii) any military differential wage payments (as defined in Section 3401(h)(2) of the Code). The average is calculated by computing the aboveamounts paid during the 60-month period (in five consecutive 12 month increments) ending on the last day of the month which includes the Severance FromService Date (the date as of which benefits begin under the Disability Plan in the A-3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.case of a Disabled Participant) including the base rate of pay described in (i) which the Employee would have been paid for the month which includes theSeverance From Service Date if he/she had worked to the end of such month to the last 12 month increment, and then taking the average of the three 12-monthperiods during which the highest amounts were paid. The base salary of an Employee on unpaid leave of absence shall be considered paid for purposes ofcalculating Average Annual Pay. For purposes of (i), only license bonuses set forth in Appendix I, Part 1 will be included in the computation of Average AnnualPay. For purposes of (ii), only bonuses and/or incentives that are set forth in Appendix I, Part 2 will be included in the computation of Average Annual Pay.The eligible pay of each Participant for each 12-month increment shall not exceed the limitations set forth in Appendix B, Section B-3. To determine AverageAnnual Pay for a Transferred Participant, amounts described in (i) and (ii) of this section shall include amounts paid by CENG or other Employer under theapplicable CENG Plan, but only to the extent that such amounts (x) would be included for purposes of calculating the Transferred Participant’s AverageAnnual Pay under the applicable CEG PEP Plan if such amounts had been paid by an Employer under this Plan, and (y) were paid during the 60-monthperiod (in five consecutive 12-month increments) ending on the last day of the month that includes the Transferred Participant’s Severance From Service Datedescribed above. For a Transferred Participant, depending on the Participant’s Severance From Service Date, the Participant’s Transfer Date may be within the60-month period described in A-8 or such period may be entirely after the Participant’s Transfer Date. A-4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-9 “Average Pay” means for a Traditional Pension Plan Participant (i) the base rate of pay of an Employee (before any reductions, and excluding(a) overtime, (b) bonuses and incentives other than certain license bonuses set forth in Appendix I, Part 1 and (c) other forms of extra compensation), for themost current 730 days of active employment (but ending on the date as of which benefits begin under the Disability Plan in the case of a Disabled Participant)excluding any February 29ths, divided by 24, plus (ii) certain bonuses and/or incentives set forth in Appendix I, Part 2 paid by the Employer to an Employeeduring the same period described in (i), but including any February 29ths, divided by 24, plus (iii) any military differential wage payments (as defined inSection 3401(h)(2) of the Code). The base salary of an Employee on unpaid leave of absence shall be considered paid for purposes of calculating Average Pay.For purposes of (i), only license bonuses set forth in Appendix I, Part 1 will be included in the computation of Average Pay. For purposes of (ii), only bonusesand/or incentives set forth in Appendix I, Part 2 will be included in the computation of Average Pay. The eligible pay of each Participant for the most current12-month period of active employment and for the immediately preceding 12-month period shall not exceed the limitations set forth in Appendix B, Section B-3. To determine Average Pay for a Transferred Participant, amounts described in (i) and (ii) shall include amounts paid by CENG or other Employer under theCENG Traditional Plan, but only to the extent that such amounts (x) would be included for purposes of calculating the Transferred Participant’s Average Payunder the CEG Traditional Plan if such amounts had been paid by an Employer under this Plan, and (y) were paid during the most current 730 days of activeemployment described above. For a Transferred Participant, depending on the Participant’s Severance From Service Date, the Participant’s Transfer Date maybe within the 730 day period described in A-9 or such period may be entirely after the Participant’s Transfer Date. A-5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-10 “Benefit Commencement Date” means the date as of which the Participant’s benefits, if any, under the Plan commence.A-11 “Board of Directors” means the Board of Directors of the Company.A-11a “CENG” means Constellation Energy Nuclear Group, LLC, and its successors and assigns.A-11b “CENG Effective Date” means November 6, 2009.A-11c “CENG Plan” means the applicable plan sponsored by CENG under which a Transferred Participant participated immediately prior to his or herTransfer Date, which plan is either (a) the Pension Plan of Constellation Energy Nuclear Group, LLC, which has two parts known as the “CENG TraditionalPlan” and the “CEG PEP Plan,” (b) Appendix Ginna of the Pension Plan of Constellation Energy Nuclear Group, LLC or (c) the Nine Mile Point PensionPlan, each of which is intended to be a defined benefit pension plan qualified under Section 401(a) of the Code and its related trust is intended to be tax-exemptunder Section 501(a) of the Code. A-12 “Code” means the Internal Revenue Code of 1986, as amended or replaced from time to time.A-13 “Company” means Constellation Energy Group, Inc., and its successors and assigns.A-14 “Credited Service” means the period that is taken into account to determine a Participant’s Gross Pension: (i) during a Participant’s employmentwith the Employer while classified as a Full-Time Employee (other than a leased employee described in Code Section 414(n) or a co-op, work study or summeremployee), or (ii) while a Disabled Participant if such Participant has at least ten years of Credited Service prior to the date as of which the Participant firstreceives benefits under the Disability A-6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Plan, and becomes a Disabled Participant on or after January 1, 1994. Credited Service is computed as described in 4.3. A Transferred Participant’s CreditedService shall include Credited Service under the applicable CENG Plan as determined immediately prior to the Transfer Date. Credited Service shall excludeany periods of military service as described in Section 4.4, unless otherwise required by applicable law.A-15 “Deferred Annuity Factor” means 1.04h where h equals the number of years and fractions of a year between the Participant’s Severance FromService Date and Benefit Commencement Date. If the Participant works less than a full month,, then full credit will be given for the entire month.A-16 “Disability Plan” means the Constellation Energy Group, Inc. Long-Term Disability Plan, the Constellation Energy Group, Inc. DisabilityInsurance Plan, or any successor plan.A-17 “Disabled Participant” means a Participant who is disabled as that term is defined in the Disability Plan and who is receiving benefits under theDisability Plan. Participants who became Disabled Participants prior to January 1, 1994 are subject to the provisions at Appendix C, Section C-10.A-18 “Disability Retirement” means a type of retirement available to a Disabled Participant (i) who became a Disabled Participant on or after January 1,1994, (ii) who is a Participant in the Traditional Pension Plan, (iii) who has at least ten years of Credited Service prior to the date as of which the Participantfirst receives benefits under the Disability Plan, and (iv) who is at least age 50 (but not yet age 65) when he/she ceases benefiting under the Disability Planbecause he/she is determined to be no longer disabled under the terms of such plan. A-7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-19 “Early Retirement” means a type of retirement available to a Participant who, on his/her Severance From Service Date is at least age 55, and has atleast ten years of Credited Service.A-20 “Early Retirement Adjustment Factor” means, for a Participant in the Traditional Pension Plan with a Benefit Commencement Date that is on orafter the date that the Participant attains age 55, or for a Disabled Participant who is age 50 or older, 100 percent less 1/4 of one percent for each month that theParticipant is less than age 65 on the Participant’s Benefit Commencement Date. Notwithstanding anything to the contrary, the Early Retirement AdjustmentFactor for a Participant in the Traditional Pension Plan who has completed at least 35 years of Credited Service as of his/her Severance From Service Date is100 percent less 1/4 of one percent for each month that the Participant is less than age 62 on the Participant’s Benefit Commencement Date. For purposes ofthese calculations, the month of the Participant’s 62nd or 65th birthdays, as appropriate, is excluded.A-21 “Employee” means any person who is employed by the Employer, but excludes any person who is in the sole judgment of the Employer anindependent contractor. Employee shall include leased employees within the meaning of Code Section 414(n)(2), which, effective for Plan Years beginning onor after January 1, 1997, includes any person (other than an Employee of an Employer) who pursuant to an agreement between an Employer and any otherperson has performed services for an Employer on a substantially full-time basis for a period of at least one year, and such A-8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.services are performed under the primary direction or control of an Employer, unless the leased employees are covered by a plan described in CodeSection 414(n)(5) and such leased employees do not constitute more than 20% of the Employer’s nonhighly compensated work force described in CodeSection 414(n)(5)(C)(ii).An Employee may be a Full-Time Employee or an On-Call Employee. A Full-Time Employee is any Employee employed on an ongoing and regularbasis who has a basic workweek generally consisting of 40 hours, although Employees who work a Part-Time Schedule with a basic workweek of less than40 hours are also considered to be Full-Time Employees. On-Call Employees constitute a reasonable classification of Employees who do not have a basicworkweek, but rather work on an irregular, “on call” basis and do not participate in any “time off” or related benefit plans and are compensated only for thosehours actually worked.A-22 “Employer” means the Company and any successor which shall maintain this Plan, and any subsidiaries or other affiliates required to beaggregated with the Company under Code Section 414(b), (c), (m) or (o).A-23 “Employment Commencement Date” means, with respect to an Employee who is not described in “Adjusted Employment Commencement Date,”the date on which an Employee first performs an hour of service ( i.e., each hour for which an Employee is directly or indirectly paid or entitled to payment byan Employer for the performance of duties) for the Employer.A-24 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. A-9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-24a “Executive Group” means the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Human ResourcesOfficer, collectively.A-25 “Final Average Annual Pay” means for a Participant in PEP, the Average Annual Pay computed as of the Participant’s Severance From ServiceDate.A-26 “Final Average Pay” means for a Participant in the Traditional Pension Plan, the Average Pay computed as of the Participant’s Severance FromService Date. A-27 “Former Employee” means an individual who was formerly an Employee, but who has ceased employment with the Employer.A-28 “Full-Time Employee” see the definition of “Employee.”A-29 “Gross Pension” means the monthly benefit or the lump sum benefit computed under a pension formula, before any adjustments.A-30 “Investment Committee” means the committee appointed by the Chief Executive Officer of the Company as set forth in 6.5.A-31 “Normal Retirement” means a type of retirement available to a Participant who, on the day preceding his/her Normal Retirement Date, is activelyemployed or a Disabled Participant and has at least five years of Credited Service.A-32 “Normal Retirement Date” means the first day of the first month after the later of (i) the date of the Participant’s 65th birthday or (ii) the datewhich is the fifth anniversary of the Participant’s Employment Commencement Date (or, if applicable, the Adjusted Employment Commencement Date).A-33 “Normal Retirement Service Percentage” means (i) 1/12 of 1-1/2 percent for each of a Traditional Pension Plan Participant’s first 240 months ofCredited Service, plus (ii) 1/12 of 1-1/3 percent for each of the next 180 months of Credited Service. A-10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-34 “On-Call Employee” —see the definition of “Employee.”A-34a “Part-Time Schedule” means a job that is scheduled for fewer than either eight hours per base tour or five base tours per payroll week on a regularand ongoing basis. It is intended that this definition conform to the usage of the term part-time in the Company’s Employee Handbook.A-35 “Participant” means any Employee or Former Employee who is entitled to benefits under the Plan.A-36 “Pension Equity Plan or ‘PEP’” means the Plan in effect as of January 1, 2000, for those who become Participants pursuant to 1.1 and thoseParticipants who choose it pursuant to 1.2. For a Transferred Participant, “Pension Equity Plan” or “PEP” also means the Plan in effect for those who becomeParticipants pursuant to 9.4(c) who did not become participants in the Traditional Pension Plan pursuant to 9.4(c).A-37 “Plan” means the Pension Plan of Constellation Energy Group, Inc., which includes the both the Pension Equity Plan and the Traditional PensionPlan.A-38 “Plan Administrator” means the Director—Benefits of the Company (or the successor to that function).A-39 “Plan Year” means the Plan’s accounting year of 12 months beginning on January 1 of each year and ending the following December 31.A-40 “Post-retirement Survivor Annuity” means a Survivor Annuity paid when a Participant with vested benefits under the Traditional Pension Plandies on or after the Participant’s Benefit Commencement Date. A-11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-41 “Post-retirement Survivor Benefit” means a survivor benefit paid when a Participant with vested benefits under PEP dies on or after theParticipant’s Benefit Commencement Date.A-42 “Preretirement Survivor Annuity” means a Survivor Annuity paid when a Participant with vested benefits under the Traditional Pension Plan diesbefore the Participant’s Benefit Commencement Date.A-43 “Preretirement Survivor Benefit” means a survivor benefit paid when a Participant with vested benefits under PEP dies before the Participant’sBenefit Commencement Date.A-44 “Present Value” means, as set forth in Code Section 417(e)(3), an amount calculated by using the UP-1984 Mortality Table and (i) by using aninterest rate equal to the Applicable Interest Rate if such Present Value is not in excess of $25,000, and (ii) by using an interest rate equal to 120 percent of theApplicable Interest Rate if such Present Value exceeds $25,000 (as determined under (i)). In no event shall the Present Value determined under (ii) be less than$25,000.Notwithstanding the preceding, for payments made as of a date on or after January 1, 2000, “Present Value” means an amount calculated using theinterest rate described below and the mortality table described in Code Section 417(e)(3). Prior to January 1, 2008, the interest rate shall be the lesser of (i) theannual interest rate on 30-year Treasury securities for November of the Plan Year immediately preceding the Plan Year that contains the date as of which thepayment is made, and (ii) for payments made as of a date on or after January 1, 2000 and before January 1, 2001, the annual interest rate on 30-year Treasurysecurities for the first full calendar month preceding the date as of which the payment is made. On and after A-12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.January 1, 2008, the interest rate shall be rate of interest specified under Code Section 417(e)(3) as amended by the Pension Protection Act of 2006 and clarifiedby Revenue Ruling 2007-67. Effective January 1, 2008, if the Plan is terminated, for purposes of converting a lump sum benefit to an annuity or convertingan annuity to a lump sum, the interest rate described above shall be equal to the average of the rates of interest used under this A-44 during the 5-year periodending on the termination date.In calculating the “Present Value” of a benefit payable to a Participant, the benefit shall be treated as commencing as of the later of the Participant’sNormal Retirement Date and the Benefit Commencement Date. In calculating the “Present Value” of a benefit payable to the Surviving Spouse of a Participantin the Traditional Pension Plan, the benefit shall be treated as commencing as of the first day of the month following the Participant’s 55th birthday.For distributions with a Benefit Commencement Date on or after January 1, 2003 and prior to January 1, 2008, the mortality table used for purposes ofsatisfying the requirements of Code Section 417(e)(3) is the table prescribed in Revenue Ruling 2001-62. For distributions with a Benefit Commencement Dateon or after January 1, 2008, the mortality table used for purposes of satisfying the requirements of Code Section 417(e)(3) is the table prescribed in RevenueRuling 2007-67.A-44a “Section 415(c) Compensation” means all amounts required to be reported under Code Sections 6041, 6051, and 6052 (wages, tips, and othercompensation as reported on Form W-2). This includes wages, within the meaning of Code Section 3401(a), and all other payments of compensation to anEmployee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish A-13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the Employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052. In addition, an Employee’s compensation includes any electivedeferrals (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Employee and whichis not includible in gross income of the Employee by reason of Code Sections 125 or 132(f)(4). An Employee’s compensation shall be determined withoutregard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the servicesperformed.To the extent applicable, Section 415(c) Compensation shall not include amounts in excess of the statutory dollar limitation under CodeSection 401(a)(17), as described in Section B-3. Section 415 Compensation includes any differential wage payments (as defined in Section 3401(h)(2) of theCode).A-45 “Severance From Service Date” means the date on which a Participant ends active employment with the Employer for purposes of the Plan. AParticipant ends active employment on the earliest of the date that the Participant quits, retires, is discharged, dies, or the first anniversary of the first date of aperiod in which the Employee remains absent from service with the Employer for any reason other than quit, retirement, discharge or death.A-46 Deleted.A-47 “Surviving Spouse” means, with respect to a Preretirement Survivor Annuity or the Preretirement Survivor Benefit, the person married to aParticipant on the Participant’s date of death. Surviving Spouse means, with respect to a Post-retirement Survivor Annuity or the Post-retirement SurvivorBenefit, the person married to a Participant on the Participant’s Benefit Commencement Date. A-14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-48 “Survivor Annuity” means a monthly benefit payable to the Surviving Spouse or Alternate Beneficiary for the life of the Surviving Spouse orAlternate Beneficiary.A-49 “Total Pension Credits” means the pension credits provided to a Participant in PEP. A Participant’s pension credits shall equal the sum of (i) 0.05times the Credited Service earned in each Plan Year prior to the Plan Year in which the Participant reaches age 40, (ii) 0.10 times the Credited Service earned ineach Plan Year after the Plan Year in which the Participant reaches age 39 and before the Plan Year in which the Participant reaches age 50, and (iii) 0.15 timesthe Credited Service earned in each Plan Year after the Participant reaches age 49.A-50 “Traditional Pension Plan” means the Plan in effect as of January 1, 2000, for those Participants who choose it pursuant to Section 1.2, which isthe enhancement to the Plan in effect prior to that date.A-50a “Transfer Date” means the effective date of the spin off of a Transferred Participant’s benefit from the applicable CENG Plan and merger intothis Plan pursuant to 9.4(b).A-50b “Transferred Participant” means each (a) Full-Time Employee of the Company or those designated subsidiaries and affiliates of the Companyreflected in Appendix G with respect to whom assets and liabilities are spun off from the applicable CENG Plan and its related trust and merged into this Planand its Trust pursuant to 9.4(b) of this Plan. A-15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.A-51 “Treasury” means the Federal Treasury Department.A-52 “Trust” means the trust established for the purpose of holding and managing Plan assets.A-53 “Trustee” means Citibank, N.A. or any successor Trustee appointed by the Board of Directors.A-54 “Vesting Service” means the period of a Participant’s employment with the Employer that is taken into account to determine whether a Participanthas a vested right to receive a pension. Vesting Service is computed as described in 4.4. A Transferred Participant’s Vesting Service shall include VestingService under the applicable CENG Plan as determined immediately prior to the Transfer Date. A-16Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX BLIMITATIONSB-1 Maximum Pension Payment: Code Limits—(a) Notwithstanding any other provision in the Plan to the contrary, the limitations, adjustments and other requirements prescribed in this B-1 shall atall times be administered in a manner which will result in compliance with the provisions of Code Section 415 and the regulations thereunder, the terms ofwhich are specifically incorporated herein by reference.(b) For limitation years beginning on or after July 1, 2007, in addition to other limitations set forth in the Plan and notwithstanding any other provisionsof the Plan, the “Annual Benefit” otherwise payable to a Participant under the Plan shall not exceed the “Maximum Permissible Benefit” (as defined below). Ifthe benefit the Participant would otherwise accrue in a limitation year would produce an Annual Benefit in excess of the Maximum Permissible Benefit, thebenefit shall be limited (or the rate of accrual reduced) to a benefit that does not exceed the Maximum Permissible Benefit. If the Participant is, or ever has been,a participant in another qualified defined benefit plan (without regard to whether the plan has been terminated) maintained by the Employer or its predecessor(within the meaning of Section 1.415(f)-1(c) of the Treasury Regulations), the sum of the Participant’s annual benefit from all such plans may not exceed theMaximum Permissible Benefit. The Annual Benefit of a Participant may be increased as the Maximum Permissible Benefit is adjusted in accordance withCode Section 415(d), but only prior to the commencement of pension payments. B-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) For purposes of this B-1 for limitation years beginning on or after July 1, 2007, the “Annual Benefit” means the Gross Pension payable annuallyunder the terms of the Plan in the form of a straight life annuity (exclusive of any benefit not required to be considered for purposes of applying the limitationsof Section 415 of the Code). Where the Gross Pension is payable other than a straight life annuity, the benefit shall be adjusted (pursuant to B-1(g)) to anactuarially equivalent straight life annuity that begins at the same time as such other form of benefit and is payable on the first day of each month beforeapplying the limitations of this B-1. The determination of the Annual Benefit shall take into account benefits transferred from another defined benefit plan,other than transfers of distributable benefits pursuant to Section 1.411(d)-4, Q&A-3(c) of the Treasury Regulations, but shall disregard benefits, if any,attributable to employee contributions or rollover contributions.(d) For limitation years beginning on or after July 1, 2007 for purposes of this B-1, “Maximum Permissible Amount” means the lesser of (i) or(ii) below:(i) $180,000, adjusted under Section 415(d) of the Code effective January 1 of each year and payable in the form of a straight life annuity. Thislimitation as adjusted under Section 415(d) of the Code will apply to limitation years ending with or within the calendar year for which the adjustmentapplies.(ii) 100% of the Participant’s high three-year compensation, or, if the Participant does not have three consecutive years of service, 100% of theParticipant’s average compensation over the longest consecutive period of service (including fractions of years, but not less than one year), payable in theform of a straight life annuity. In the case of a Participant who is rehired by the Employer after a severance from employment, B-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the Participant’s high three-year average compensation shall be calculated excluding all years for which the Participant performs no services for andreceives no compensation from the Employer and by treating the years immediately preceding and following the break as consecutive.(iii) Notwithstanding anything in this section to the contrary, the benefit otherwise accrued or payable to the Participant under the Plan shall bedeemed not to exceed the Maximum Permissible Benefit if the retirement benefits payable for a limitation year under any form of benefit with respect tosuch Participant under this Plan and all other defined benefit plans (without regard to whether a plan as been terminated) ever maintained by theEmployer do not exceed $10,000 multiplied by a fraction, the numerator of which is the Participant’s number of years (or part thereof, but not less thanone year) of service (not to exceed 10) with the Employer, and the denominator of which is 10; and the Employer (or predecessor employer) has not atany time maintained a defined contribution plan in which the Participant participated.(e) For limitation years beginning on or after July 1, 2007 for purposes of this B-1, “compensation” means Section 415(c) Compensation. In addition,for purposes of this B-1 for limitation years beginning on or after July 1, 2007, compensation shall also include amounts paid by the later of 2 1/2 monthsafter a Participant’s severance from employment with the Employer or the end of the limitation year that includes the date of such severance from employmentif the payment is regular compensation for services (within the meaning of Section 1.415(c)-2(e)(3)(ii) of the Treasury Regulations), commissions, bonuses orother similar payments paid after the Participant’s severance from employment (but by the later of 2 1/2 months after such severance from employment or theend of the limitation year that includes the date of such severance from employment) that would have been paid to the Participant absent such severance fromemployment had the Participant continued in employment with the Employer. B-3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Any payments not described above shall not be considered compensation for purposes of this B-1 for limitation years beginning on or after July 1, 2007 ifpaid after severance from employment, even if paid by the later of 2 1/2 months after the date of severance from employment or the end of the limitation yearthat includes the date of such severance from employment, except:(i) payments to an individual who does not currently perform services for the employer by reason of qualified military service (within the meaningof Code Section 414(u)(1)) to the extent these payments do not exceed amounts the individual would have received if the individual would had continuedto perform services for the Employer rather than entering qualified military service; or(ii) compensation paid to a Participant who is permanently and totally disabled, as defined in Code Section 22(e)(3), provided that salarycontinuation applies to all Participants who are permanently and totally disabled for a fixed or determinable period, or the Participant was not a highlycompensated employee immediately before becoming disabled.Back pay, within the meaning of Section 1.415(c)-2(g)(8) of the Treasury Regulations, shall be treated as compensation for the limitation year to which theback pay relates to the extent that back pay represents wages and compensation that would otherwise be included as “compensation” as defined herein. B-4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(f) For purposes of complying with Code Section 415, a limitation year means the calendar year.(g) Adjustments to Annual Benefit and Limitations(i) For purposes of applying the limits of Code Section 415 and this B-1, for limitation years beginning on or after July 1, 2007, a benefit that ispayable in any form other than a straight life annuity and that is not subject to Section 417(e)(3) of the Code must be adjusted to an actuariallyequivalent straight life annuity that equals the greater of the annual amount of the straight life annuity (if any) payable under the Plan at the sameannuity starting date, and the annual amount of a straight life annuity commencing at the same annuity starting date that has the same actuarial presentvalue as the Participant’s form of benefit computed using an interest rate of 5% and the applicable mortality table for that annuity starting date.(ii) For Plan benefits subject to Section 417(e)(3) of the Code, the actuarially equivalent straight life annuity for annuity starting dates beginningafter 2005 is equal to the greatest of (i) the annual amount of the straight life annuity commencing at the same annuity starting date that has the sameactuarial present value as the Participant’s form of benefit, computed using the interest rate and mortality table (or other tabular factor) specified in thePlan for adjusting benefits in the same form; (ii) the annual amount of the straight life annuity commencing at the same annuity starting date that has thesame actuarial present value as the Participant’s form of benefit, computed using a 5.5 % interest rate assumption and the applicable mortality table;and (iii) the annual amount of the straight life annuity commencing at the same annuity starting date that has the same actuarial present value as theParticipant’s form of benefit, computed using the applicable interest rate and applicable mortality table, divided by 1.05. B-5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iii) For Plan benefits subject to Section 417(e)(3) of the Code with an annuity starting date in a Plan Year beginning in 2004 or 2005, theactuarially equivalent straight life annuity is equal to the annual amount of the straight life annuity commencing at the same annuity starting date thathas the same actuarial present value as the Participant’s form of benefit, computed using whichever of the following produces the greater annual amount:(i) the interest rate and mortality table (or other tabular factor) specified in the Plan for adjusting benefits in the same form; and (ii) a 5.5 % interest rateassumption and the applicable mortality table.(iv) For limitation years beginning on or after July 1, 2007, if the benefit of a Participant begins prior to age 62, the defined benefit dollarlimitation (described in B-1(d)(i) above, adjusted as applicable) applicable to the Participant at such earlier age is limited to the lesser of (1) the annualamount of a benefit payable in the form of a straight life annuity commencing at the Participant’s annuity starting date that is the actuarial equivalent ofthe defined benefit dollar limitation (as adjusted under B-1(g)(vi) for years of participation less than 10, if required), with actuarial equivalencecomputed using a 5% interest rate assumption and the applicable mortality table and expressing the Participant’s age based on completed calendarmonths as of the annuity starting date or (2) the product of the defined benefit dollar limitation (as adjusted under B-1(g)(vi) for years of participationless than 10, if required) multiplied by the ratio of the annual amount of the immediately commencing straight life annuity at the Participant’s annuitystarting date to the annual amount of the immediately commencing straight life annuity at age 62, both determined without applying the limitations ofCode Section 415. B-6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(v) For limitation years beginning on or after July 1, 2007, if the benefit of a Participant begins after the Participant attains age 65, the definedbenefit dollar limitation (described in B-1(d)(i) above, adjusted as applicable) is the lesser of (1) the annual amount of a benefit payable in the form of astraight life annuity commencing at the Participant’s annuity starting date that is the actuarial equivalent of the defined benefit dollar limitation (asadjusted under B-1(g)(vi) for years of participation less than 10, if required), with actuarial equivalence computed using a 5% interest rate assumptionand the applicable mortality table for that annuity starting date (and expressing the Participant’s age based on completed calendar months as of theannuity starting date) or (2) the defined benefit dollar limitation (as adjusted under B-1(g)(vi) for years of participation less than 10, if required)multiplied by the ratio of the annual amount of the adjusted immediately commencing straight life annuity under the Plan at the Participant’s annuitystarting date to the annual amount of the adjusted immediately commencing straight life annuity under the Plan at age 65, both determined withoutapplying the limitations of Code Section 415. For this purpose, the adjusted immediately commencing straight life annuity under the Plan at theParticipant’s annuity starting date is the annual amount of such annuity payable to the Participant, computed disregarding the Participant’s accrualsafter age 65 but including actuarial adjustments even if those actuarial adjustments are used to offset accruals; and the adjusted immediatelycommencing straight life annuity under the Plan at age 65 is the annual amount of such annuity that would be payable under the Plan to a hypotheticalParticipant who is age 65 and has the same accrued benefit as the Participant. B-7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(vi) If the Participant has less than 10 years of participation in the Plan, the defined benefit dollar limitation (described in B-1(d)(i) above,adjusted as applicable) shall be multiplied by a fraction, the numerator of which is the number of years (or part thereof, but not less than one year) ofparticipation in the Plan, and the denominator of which is 10. If the Participant has less than 10 years of service, the defined benefit compensation limit(described in B-1(d)(ii) above) shall be multiplied by a fraction, the numerator of which is the number of years (or part thereof, but not less than oneyear) of service with the employer, and the denominator of which is 10.(vii) In applying the limitations in Code Section 415(b), the Code Section 415(b)(2)(E) changes made by the Uruguay Round Agreements Act(GATT) and Small Business Job Protection Act of 1996 shall be effective as of January 1, 2000. For this purpose, the time for determining theapplicable interest rate under Code Section 417(e)(3) shall be the November of the Plan Year immediately preceding the Plan Year that contains theBenefit Commencement Date. For distributions with a Benefit Commencement Date on or after January 1, 2003, the applicable mortality table used forpurposes of adjusting any benefit or limitation under Code Sections 415(b)(2)(B), (C), or (D) is the table prescribed in Revenue Ruling 2001-62. Forlimitation years beginning on or after July 1, 2007, the applicable interest rate shall be the first, second, and third segment rates described in CodeSection 417(e)(3)(C), for the November of the Plan Year immediately preceding the Plan Year that contains the Benefit Commencement Date and theapplicable mortality table shall be the mortality table, as modified by the Secretary of Treasury, described in Section 417(e)(3)(B) of the Code thatapplies as of the Benefit Commencement Date. B-8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(h) All members of a controlled group of corporations (as defined in Code Section 414(b), commonly controlled trades or businesses (as defined in CodeSection 414(c)), or affiliated service groups (as defined in Code Section 414(m)) that include the Employer, and any other entity required to be aggregated withthe Employer pursuant to Code Section 414(o) shall be considered as a single employer for purposes of applying the limitations described in Section 415 of theCode and this B-1.(i) If (i) a Participant is also benefiting under another defined benefit plan sponsored by the Employer or its predecessor, and (ii) reductions in either theamount of the Participant’s annual benefit under the Plan or the amount of the Participant’s annual benefit under such other plan (or both) are necessary tocomply with Code Section 415, a reduction in the Participant’s annual benefit under the Plan shall be made to the extent necessary to comply with CodeSection 415, prior to any reduction in the Participant’s annual benefit any other plan(s).(j) The application of the provisions of this B-1 shall not cause the Maximum Permissible Benefit for any Participant to be less than the Participant’saccrued benefit as of the end of the last limitation year beginning before July 1, 2007 under the provisions of the Plan that were adopted and in effect beforeApril 5, 2007. B-9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.B-2 Maximum Pension Payment: Treasury Regulation Limits—Notwithstanding any other provision in the Plan to the contrary, pension payments tothe top 25 highly compensated employees and former highly compensated employees, as those terms are defined in Code Section 414(q) and the relatedregulations, with the greatest compensation (as that term is defined in Code Section 414(s) and the related regulations) in the current Plan Year and any priorPlan Year, shall be restricted as required under Section 1.401(a)(4)-5(b)(3) of the Treasury regulations, unless the exception set forth in such section applies.B-3 Compensation Limitation Under Code Section 401(a)(17)—In addition to other applicable limitations set forth in the Plan, and notwithstanding anyother provision of the Plan to the contrary, for Plan Years beginning on or after January 1, 1994, the annual compensation of each Employee taken intoaccount under the Plan shall not exceed the Omnibus Budget Reconciliation Act of 1993 (hereinafter referred to in this Section B-4 as “OBRA ‘93”) annualcompensation limit. The OBRA ‘93 annual compensation limit is $150,000, as adjusted by the Commissioner of the Internal Revenue Service for increases inthe cost of living in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any period, notexceeding 12 months, over which compensation is determined (hereinafter referred to as “Determination Period”) beginning in such calendar year.For Plan Years beginning on or after January 1, 1994, any reference in this Plan to the limitation under Code Section 401(a)(17) shall mean the OBRA‘93 annual compensation limit set forth in this provision.If compensation for any prior Determination Period is taken into account in determining an Employee’s benefits accruing in the current Plan Year, thecompensation for that prior Determination Period is subject to the OBRA ‘93 annual compensation limit in effect for that prior Determination Period. For thispurpose, for Determination Periods beginning before the first day of the first Plan Year beginning on or after January 1, 1994, the OBRA ‘93 annualcompensation limit is $150,000. B-10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Unless otherwise provided under the Plan, each Code Section 401(a)(17) employee’s accrued benefit under this Plan will be the greater of the accruedbenefit determined for such Employee under 1 or 2 below:1. The Employee’s accrued benefit determined with respect to the benefit formula applicable for the Plan Year beginning on or after January 1, 1994, asapplied to the Employee’s total years of service taken into account under the Plan for the purposes of benefit accruals, or2. the sum of:(a) the Employee’s accrued benefit as of the last day of the last Plan Year beginning before January 1, 1994, frozen in accordance withSection 1.401(a)(4)-13 of the Treasury regulations; and(b) the Employee’s accrued benefit determined under the benefit formula applicable for the Plan Year beginning on or after January 1, 1994, asapplied to the Employee’s years of service credited to the Employee for Plan Years beginning on or after January 1, 1994, for purposes of benefitaccruals.For purposes of making the calculation in 2. above, the following rules shall apply:1. An Employee’s accrued benefit as of the last day of the last Plan Year beginning before January 1, 1994 shall be determined after limiting Average Payto $228,860 for 1992 and $235,840 for 1993; B-11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2. An Employee’s accrued benefit as of the last day of the last Plan Year beginning before January 1, 1994 shall be determined by assuming theEmployee is eligible for the early retirement benefits and the early retirement reductions for which the Employee is eligible at the Employee’s Severance FromService Date;3. An Employee’s accrued benefit as of the last day of the last Plan Year beginning before January 1, 1994 shall be determined based on the project andprorate method (i.e., the projected Gross Pension on December 31, 1993 assuming employment until Normal Retirement Date times Credited Service as ofDecember 31, 1993, divided by projected Credited Service at Normal Retirement Date) if the Employee is not eligible for Early Retirement on December 31,1993. If such an Employee is eligible for Early Retirement on the Employee’s Severance From Service Date, the Employee’s accrued benefit as applied to theEmployee’s years of service credited to the Employee for Plan Years beginning on or after January 1, 1994 shall be calculated by subtracting the December 31,1993 benefit, calculated using the $150,000 compensation limit (reflecting cost-of-living increases in the $150,000 compensation limit) from the benefit at theEmployee’s Severance From Service Date based on all service;4. An Employee who participates in the PEP may receive a lump-sum payment of the Employee’s accrued benefit as of the last day of the last Plan Yearbeginning before January 1, 1994 based on the assumptions in the Plan used to convert an immediate lump sum to a deferred annuity beginning at theEmployee’s Normal Retirement Date; and B-12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5. The Employee’s accrued benefit as of the last day of the last Plan Year beginning before January 1, 1994 for an Employee who participates in thePEP is converted to a lump sum based on the assumptions used to determine the Present Value of an accrued benefit or the assumptions that are used toconvert a lump-sum benefit under the PEP to a life annuity beginning at the Employee’s Normal Retirement Date, whichever results in the larger lump sum.A Code Section 401(a)(17) employee means an Employee whose current accrued benefit as of a date on or after the first day of the first Plan Yearbeginning on or after January 1, 1994, is based on compensation for a year beginning prior to the first day of the first Plan Year beginning on or afterJanuary 1, 1994, that exceeds $150,000.Notwithstanding the foregoing, for Plan Years beginning on or after January 1, 2002, the annual compensation of each Employee taken into accountunder the Plan shall not exceed $200,000, as adjusted for cost of living increases in accordance with Code section 401(a)(17)(B). The cost-of-living adjustmentin effect for a calendar year applies to annual compensation for the Determination Period beginning in such calendar year. For purposes of determining benefitaccruals in a Plan Year beginning on or after January 1, 2002, the annual compensation taken into account in any Plan Year preceding the Plan Year beginningon January 1, 2002 shall be limited to $200,000. B-13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX CTRANSITION AND HISTORICAL PROVISIONSC-1 Normal Retirement Service Percentage—Notwithstanding any other provision in the Plan to the contrary, each Participant who (i) was an activeEmployee of the Employer on December 31, 1975, (ii) continuously accrues Credited Service from such date through the Participant’s Normal RetirementDate, and (iii) has accumulated Credited Service on the day prior to the Participant’s Normal Retirement Date equal to at least 15 years but less than 20 years,has a Normal Retirement Service Percentage of 30%, adjusted for Part-Time Schedule as provided in 3.4(b) if applicable. This C-1 will not be effective afterDecember 31, 1995.C-2 Part-Time Schedule Adjustment—Notwithstanding any other provision in the Plan to the contrary, each Participant who (i) was an active Employeeof the Employer on December 31, 1975, (ii) continuously accrues Credited Service from such date through the date the Participant quits, retires, isdischarged, becomes disabled, or dies, and (iii) could receive a larger Gross Pension if the Part-Time Schedule adjustment provisions of the Plan in effect onDecember 31, 1975 were currently applicable, will be entitled to such larger Gross Pension.C-3 Former Susquehanna Transmission Company Employees—Notwithstanding any other provision in the Plan to the contrary, service with theSusquehanna Transmission Company by an Employee who became employed by the Employer because of Baltimore Gas and Electric Company’sacquisition of such company, will count as Credited Service and Vesting Service, to the same extent and C-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.subject to the same limitations as if such service had been rendered for the Employer. The Gross Pension of any Participant affected by this provision whoquits, retires, is discharged, becomes disabled or dies with a vested right to a benefit under the Plan, and who is entitled to an annuity under anotherarrangement by virtue of such Participant’s previous employment with the Susquehanna Transmission Company, will be reduced by the amount of suchannuity.C-4 Voluntary Retirement—Early Receipt of Pension Payments—Notwithstanding any other provisions of the Plan, a Participant who retired under theVoluntary Retirement provisions that were in effect prior to July 1, 1986, may elect to begin receipt of his/her monthly pension payments prior to theParticipant’s Normal Retirement Date, subject to the adjustment under the early receipt provisions in 3.4(c). Such pension payments shall commence as of thefirst day of the month designated in writing by the Participant. The month so designated must be a month (i) later than the month during which the PlanAdministrator receives the Participant’s written election, and (ii) before the Participant’s Normal Retirement Date.C-5 Preretirement Survivor Annuity Coverage For Certain Participants—The provisions of this C-5, and not 5.1 or 5.2, shall apply to a Participantwho quit or was discharged from employment with the Employer after September 1, 1974 and before January 1, 1985. If such Participant (i) terminatedemployment with a vested right to receive a pension payment equal to the Participant’s Gross Pension (as computed under the terms of the Plan on the date theParticipant terminated active employment), (ii) dies prior to the Participant’s Benefit Commencement Date, (iii) was not eligible to elect Preretirement SurvivorAnnuity coverage while an active Employee, and (iv) makes the C-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.election in the following paragraph, then the Surviving Spouse of such Participant will receive a Preretirement Survivor Annuity equal to 50% of such pension(actuarially reduced if necessary to account for the age of the Surviving Spouse and for payment prior to the Participant’s Normal Retirement Date).The Participant’s election for the 50% Preretirement Survivor Annuity coverage must be made prior to the Participant’s Benefit Commencement Date.The coverage commences on the first day of the month following receipt of the Participant’s election by the Plan Administrator. Such coverage automaticallyceases as set forth in 5.1(c). The Participant may cancel the coverage, without the consent of the Participant’s spouse, by delivering an Appropriate Request tothe Plan Administrator prior to the Participant’s Benefit Commencement Date. Such cancellation is effective as of the first day of the month following receiptby the Plan Administrator of the Appropriate Request. Cancellation is automatic if the Participant’s spouse dies prior to the effective date of the coverage. AParticipant’s pension payments are not reduced for the cost of coverage.C-6 Post-retirement Survivor Annuity Coverage for Certain Participants—The provisions of this C-6, and not 5.3 or 5.4, shall apply to a Participantwho quit or was discharged from employment with the Employer after September 1, 1974 and prior to January 1, 1976. If such Participant (i) terminatesemployment with a vested right to receive a pension payment equal to the Participant’s Gross Pension (as computed under the terms of the Plan on the date theParticipant terminated active employment), (ii) dies on or before the Participant’s Benefit Commencement Date, and (iii) makes the election in the followingparagraph, then the Surviving Spouse of such Participant will receive a Post-retirement Survivor Annuity equal to 50% of such pension (actuarially reduced ifnecessary to account for the age of the Surviving Spouse and for payment prior to the Participant’s Normal Retirement Date). C-3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The Participant’s election for the 50% Post-retirement Survivor Annuity must be made prior to the Participant’s Benefit Commencement Date. TheParticipant may revoke an election, without the consent of the Participant’s spouse, by delivering an Appropriate Request to the Plan Administrator prior to theParticipant’s Benefit Commencement Date. Cancellation is automatic if the Participant’s spouse dies prior to the effective date of the coverage. The coveragecommences on the Participant’s Benefit Commencement Date. Such coverage automatically ceases upon the date of death of the spouse. A Participant’s pensionpayments are reduced to offset the cost of coverage.Within 90 days prior to such Participant’s Benefit Commencement Date, the Plan Administrator will mail to the Participant’s last known address(i) written explanation of the terms and conditions of the Post-retirement Survivor Annuity and (ii) an estimate of the relative values of the various optionalforms of benefit under the Plan if the fact of marriage and the age of the spouse are known to the Plan Administrator. In the case of a Participant whose BenefitCommencement Date is before or after the Participant’s Normal Retirement Date, the Plan Administrator shall mail the written explanation to the Participant bythe later of (i) 90 days prior to the Participant’s Benefit Commencement Date, or (ii) 7 days after the Plan Administrator is notified of the Participant’s intentionto retire. C-4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.C-7 Participants Who Terminated Employment Before 1989—A Participant who terminated employment prior to January 1, 1989 without a vestedright to the Participant’s Gross Pension, and who is subsequently reemployed by the Employer, will be subject to the service forfeiture, restoration and vestingprovisions currently under this Plan, retroactive to the Employee’s original Employment Commencement Date. If retroactive application of these provisionsresults in a vested right to the Participant’s Gross Pension prior to the date of the Participant’s termination of employment, Credited Service taken into accountto determine such vesting, and Credited Service subsequently accumulated through the date of termination of employment, shall be restored.A Participant who terminated employment prior to January 1, 1989 with a vested right to the Participant’s Gross Pension, and who is subsequentlyreemployed by the Employer, will be subject to the forfeiture, restoration and vesting provisions currently under this Plan, retroactive to the Employee’soriginal Employment Commencement Date. If retroactive application of these provisions results in a larger amount of potentially restorable Credited Servicethan the amount of Credited Service actually accumulated prior to the date of the Participant’s termination of employment, the larger amount of CreditedService will be restored.C-8 Voluntary Special Early Retirement Program—Notwithstanding any other provision in the Plan or any Appendix to the contrary, each Participantwho under the terms of the Plan is eligible to commence Early Retirement, and who voluntarily elects to commence Early Retirement on or after February 1,1992 and on or before April 1, 1992, shall be entitled to an enhanced benefit, subject to the Employer’s right to limit benefits to the extent necessary to satisfytax law limitations. The Employer also reserves the right to delay the Early Retirement commencement date of eligible Participants until no later than April 1,1992, if operating condition requirements warrant such a delay. For purposes of this C-8, the enhanced benefit is determined based on the calculation of the C-5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Gross Pension of a Participant entitled to Early Retirement as set forth under 3.3(b), except that the Early Retirement Adjustment Factor shall be computed asfollows:The Early Retirement Adjustment Factor for Participants with a Benefit Commencement Date that is on or after the date that the Participant attains age60, is 100 percent. For all other Participants, the Early Retirement Adjustment Factor is 100 percent less 1/4 of 1 percent for each month that theParticipant is less than age 60 on the Participant’s Benefit Commencement Date. For purposes of this calculation, the month of the Participant’s 60thbirthday is excluded.The amount of pension payments for Participants entitled to an enhanced benefit under this C-8 is computed taking into account all other adjustments requiredunder the terms of the Plan in the computation of pension payments. A Participant who commences Early Retirement under this C-8, and who is subsequentlyreemployed by the Employer, will be entitled to benefits under the Plan based on the provisions in effect at the time that the Participant subsequently retires.C-9 Voluntary Special Early Retirement Program—Notwithstanding any other provision in the Plan or any Appendix to the contrary, certain Participantswho meet the conditions set forth in the next sentence are eligible for Early Retirement if, as of February 1, 1994 they satisfy the requirements of 2.2 aftersubstituting age 50 for age 55 and 15 years of Credited Service for 20 years of Credited Service. The conditions such Participants must meet are as follows:(1) the Participant makes an election between October 15, 1993 and December 15, 1993 to voluntarily commence Early Retirement on February 1, 1994,and such election shall be irrevocable effective December 15, 1993, C-6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.and (2) the Participant does not elect to participate in the Baltimore Gas and Electric Company Voluntary Severance Plan. Participants who satisfy therequirements and conditions set forth in the two preceding sentences shall be entitled to an enhanced benefit, subject to the Employer’s right to limit benefits tothe extent necessary to satisfy tax law limitations.For purposes of this C-9, the enhanced benefit for eligible Participants is determined based on the calculation of the Gross Pension of a Participantentitled to Early Retirement as set forth under 3.3(b), except that the Early Retirement Adjustment Factor shall be computed as follows:The Early Retirement Adjustment Factor for Participants with a Benefit Commencement Date that is on or after the date that the Participant attains age60, is 100 percent. For Participants with a Benefit Commencement Date that is on or after the date that the Participant attains age 55 but before the date that theParticipant attains age 60, the Early Retirement Adjustment Factor is 100 percent less 1/4 of 1 percent for each month that the Participant is less than age 60 onthe Participant’s Benefit Commencement Date. For all other Participants, the Early Retirement Adjustment Factor is 100 percent less the percentage equal to(i) 15 percent plus (ii) 1/2 of 1 percent for each month that the Participant is less than age 55 on the Participant’s Benefit Commencement Date. For purposesof this calculation, the month of the Participant’s 55th and 60th birthdays is excluded. C-7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In addition, the enhanced benefit for eligible Participants who have not attained age 62 as of February 1, 1994 will include an additional monthlypayment from the Plan. The amount of the payment shall be equal to one-half of the Participant’s estimated monthly age 62 Social Security benefits computedassuming no earnings after 1993. The amount of such estimated age 62 Social Security benefits shall be provided to Baltimore Gas and Electric Company bythe Social Security Administration and shall be final and not subject to challenge. The payments shall cease effective when the Participant is first eligible toreceive reduced old-age insurance benefits under title II of the Social Security Act. The payments shall not be subject to the Post-retirement Survivor Annuityprovisions of Article V and shall not be subject to the pension payment adjustment provisions of 3.4(e). Notwithstanding the foregoing provisions of thisparagraph, if a Participant who is otherwise entitled to a monthly payment under this paragraph fails to submit to the Employer by December 15, 1993, acompleted and signed Social Security Administration Request for Earnings and Benefit Estimate Statement, then the amount of such payment shall be $200.Except as otherwise provided in the preceding paragraph, the amount of pension payments for Participants entitled to an enhanced benefit under this C-9is computed taking into account all other adjustments required under the terms of the Plan in the computation of pension payments. A Participant whocommences Early Retirement under this C-9, and who is subsequently reemployed by the Employer, will be entitled to benefits under the Plan based on theprovisions in effect at the time that the Participant subsequently retires.C-10 Pre-1994 Disability Retirement—This Appendix C-10 applies to Participants who became a Disabled Participant prior to January 1, 1994.Benefits under the Plan for Participants who became Disabled Participants on or after January 1, 1994 are determined in accordance with the provisions of thePlan except this Appendix C-10. All defined terms used in this C-10 that are not separately defined in this C-10 have the meaning set forth in Appendix A. C-8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Types of Retirement:Disabled Participants—A Disabled Participant who is eligible for Early Retirement on or before his/her Severance From Service Date, may elect EarlyRetirement if certain requirements are satisfied. To be eligible to elect Early Retirement, such Disabled Participant must retire either (i) during the period that iswithin one year following both classification as a Disabled Participant and a reduction in the amount of benefits payable to the Disabled Participant under theDisability Plan due to that plan’s offset provisions, or (ii) following termination of the Disability Plan and the failure of the Company to establish a successorplan or policy to provide similar benefits.Disability Retirement: Generally—A Disabled Participant who is at least age 65 and who, prior to his/her Severance From Service Date, has at least tenyears of Credited Service, is eligible for Disability Retirement.Effective Date—Disability Retirement is effective on the first day of the first month after the Participant reaches age 65.Early Disability Retirement—A Disabled Participant who, (i) prior to his/her Severance From Service Date, has at least 20 years of Credited Service,and (ii) is at least age 55 but has not yet reached age 65 when he/she is determined to be no longer disabled under the terms of the Disability Plan, is eligiblefor Early Disability Retirement.Effective Date—Early Disability Retirement is effective on the first day of the month of retirement designated in writing by the Participant, which is onor after the date that the Participant becomes eligible for Early Disability Retirement, and on or before the Participant’s Normal Retirement Date. Such writtendesignation must be received by the Plan Administrator before the beginning of the designated month. C-9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Pension PaymentsDisability Retirement—The Gross Pension of a Participant entitled to Disability Retirement is calculated as follows: Gross Pension = Disability X Final Retirement Service Average Percentage PayEarly Disability Retirement—The Gross Pension of a Participant entitled to Early Disability Retirement is calculated as follows: Gross Pension = Disability Final Early Retirement X Average X Retirement Service Pay Adjustment Percentage FactorAccrued Gross Pension Calculation and Vesting:Disability Retirement—A Participant who immediately prior to his/her Benefit Commencement Date is benefiting under the Disability Plan, and who hasat least ten years of Credited Service before his/her Severance From Service Date, has a vested right to a Disability Retirement pension on the Participant’sNormal Retirement Date.Early Disability Retirement—A Participant who immediately prior to his/her Benefit Commencement Date is at least age 55 and ceases benefiting underthe Disability Plan because he/she is determined to be no longer disabled under the terms of such plan, and who has at least 20 years of Credited Service beforehis/her Severance From Service Date, has a vested right to an Early Disability Retirement on the Participant’s Benefit Commencement Date. C-10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.DEFINITIONSThe following definitions apply to the disability benefits under this Plan prior to January 1, 1994:“Disability Retirement” means a type of retirement available to a Disabled Participant who is at least age 65 prior to his/her Severance From ServiceDate, and has at least ten years of Credited Service.“Disability Retirement Service Percentage” means the greater of (i) the percentage equal to (x) the Normal Retirement Service Percentage, less (y) 1/12 of 1percent for each month that the Participant was less than age 65 on the Participant’s Severance From Service Date, or (ii) 30 percent. For purposes of thiscalculation, the month of the Severance From Service Date is excluded, and the month of the Participant’s 65th birthday is included.“Disabled Participant” means a Participant who is disabled as that term is defined in the Disability Plan.“Early Disability Retirement” means a type of retirement available to a Disabled Participant who, on the day preceding his/her Severance From ServiceDate, has at least 20 years of Credited Service, and who is at least age 55 (but not yet age 65) when he/she ceases benefiting under the Disability Plan becausehe/she is determined to be no longer disabled under the terms of such plan.C-11 Prior Plan—Except as provided in 1.2 and the last paragraph of 4.3, Participants who do not earn Credited Service on or after January 1, 2000 arecovered by the provisions in the Plan in effect before January 1, 2000. C-11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.C-12 Accrued Gross Pension Calculation in the Traditional Pension Plan—Prior to January 1, 2000, for each month of Credited Service, a Participantwill accrue a portion of the Participant’s projected Gross Pension at the Participant’s Normal Retirement Date. Subject to the limitations in Appendix B, SectionB-2, a Participant’s Accrued Gross Pension is calculated as follows: Accrued =GrossPension Projected –GrossPension atNormalRetirementDate Accrued XGrossPension asof 12/31/75 Credited +ServiceAccumulated ToDate After12/31/75 AccruedGrossPension asof 12/31/75 Projected Credited ServiceAccumulated After 12/31/75 To NormalRetirement DateIn computing the “Projected Gross Pension at Normal Retirement Date,” it will be assumed that the Participant will continue to work for the Employeruntil the Participant’s Normal Retirement Date, and that the Participant’s Final Average Pay at such date will be equal to the Participant’s Average Pay as of thedate of the computation. If the Participant works a Part-Time Schedule as of the date of the computation, it will be assumed that the Participant will continue towork a Part-Time Schedule until the Participant’s Normal Retirement Date for purposes of the computation. C-12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The “Accrued Gross Pension as of 12/31/75” is equal to the greater of A or B below:- A - Accrued = Projected X Credited ServiceGross Gross Accumulated PriorPension Pension To 1/1/76 as of as of Credited Service12/31/75 12/31/75 Projected To Be Accumulated To Normal Retirement Date2OR- B - Accrued = 0.00125 X Actual - FederalGross Earnings Old-AgePension From 1/1/40 Benefitas of 12/31/75 Offset12/31/75 In computing the “Projected Gross Pension as of 12/31/75”, it will be assumed that the Participant will continue to work for the Employer until theParticipant’s Normal Retirement Date, and that the Participant’s Final Average Pay at the Participant’s Normal Retirement Date will be equal to the Participant’sAverage Pay as of 12/31/75.Minimum Pension Payment: Generally—Prior to January 1, 2000, if as of the Participant’s Benefit Commencement Date, the Participant’s GrossPension is less than the Participant’s Accrued Gross Pension reduced in accordance with the adjustments set forth in 3.4(b) and 3.4(c), the Participant’spension payments will be based on the adjusted Accrued Gross Pension. C-13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.C-13 Targeted Voluntary Special Early Retirement Program—Notwithstanding any other provision in the Plan or any Appendix to the contrary, certainParticipants who meet the conditions set forth in the next sentence are eligible for an enhanced Plan benefit described below, if as of May 31, 2000 they are age55 or older with at least ten years of Credited Service. The conditions such Participants must meet are as follows: (1) on January 14, 2000, the Participant isan Employee of Baltimore Gas and Electric Company in a job or skill group in the Utility Operations Group (UOG) that has been identified by UOGmanagement for reduction; (2) the Participant receives a written notification from UOG management that his/her job or skill group has been identified for suchreduction; (3) the Participant makes an election on or after March 1, 2000 and on or before April 14, 2000 to voluntarily retire on June 1, 2000, and suchelection shall be irrevocable effective April 14, 2000; (4) the Participant executes (and does not subsequently revoke) in writing and submits to the PlanAdministrator, in the form, manner, and subject to the timing established by the Plan Administrator, an agreement releasing legal claims, including thoseagainst the Company and its subsidiaries/affiliates, including but not limited to claims arising out of his/her employment with the Employer or termination ofsuch employment; and (5) the Participant is not eligible for the Constellation Energy Group, Inc. Severance Plan.Traditional Pension Plan:For purposes of this C-13, the enhanced benefit for eligible Participants is determined based on the calculation of the Gross Pension of a Participantentitled to Early Retirement as set forth under 3.3(b), except that the Early Retirement Adjustment Factor shall be computed as follows:The Early Retirement Adjustment Factor for Participants in the Traditional Pension Plan with a Benefit Commencement Date that is on or after the datethat the C-14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Participant attains age 60, is 100 percent. For Participants with a Benefit Commencement Date that is on or after the date that the Participant attains age 55 butbefore the date that the Participant attains age 60, the Early Retirement Adjustment Factor is 100 percent less 1/4 of one percent for each month that theParticipant is less than age 60 on the Participant’s Benefit Commencement Date; provided, however, that for a Participant with at least 35 years of CreditedService as of his/her Severance From Service Date, the Early Retirement Adjustment Factor is 100 percent less 1/4 of one percent for each month that theParticipant is less than age 57 on the Participant’s Benefit Commencement Date. For purposes of this calculation, the month of the Participant’s 55th, 57thand 60th birthdays, as appropriate, is excluded.PEP:For purposes of this C-13, the enhanced benefit for eligible PEP Participants is determined as follows:The Gross Pension referenced in 3.3(e), 3.3(f) and 3.3(g) shall be adjusted by computing Total Pension Credits assuming that on the Participant’sEmployment Commencement Date (or, if applicable, Adjusted Employment Commencement Date) and thereafter, the Participant’s age is the Participant’sactual age plus five years.Social Security Bridge:In addition, the enhanced benefit for eligible Participants who have not attained age 62 as of June 1, 2000 will include an additional monthly paymentequal to one-half of the Participant’s estimated monthly age 62 Social Security benefits computed assuming no earnings after 1999. The amount of suchestimated age 62 Social Security benefits shall be requested from the Social Security Administration by the Participant and C-15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.furnished by the Participant to the Company and shall be final and not subject to challenge. The payments shall commence as of the Participant’s BenefitCommencement Date and shall cease effective at the earlier of (i) when the Participant is first eligible to receive reduced old-age insurance benefits under title IIof the Social Security Act, or (ii) upon the Participant’s death. The payments shall not be subject to the Post-retirement Survivor Annuity or the Post-retirementSurvivor Benefit provisions of Article V.Notwithstanding the foregoing provisions, if a Participant who is otherwise entitled to a monthly Social Security bridge payment fails to submit to theEmployer by May 31, 2000, an original Social Security Administration Benefit Statement, then the amount of such monthly payment shall be $200.If a PEP Participant elects a lump sum form of payment pursuant to 3.3(e) of the Plan, then the Social Security bridge payment will be payable in alump sum as of the Benefit Commencement Date. The lump sum will equal the present value of the additional monthly Social Security bridge payments theParticipant would otherwise receive. Such present value shall be calculated based on the mortality table and interest rate described in Present Value as of theBenefit Commencement Date.Generally:Except as otherwise provided above, the amount of pension payments for Participants entitled to an enhanced benefit under this C-13 is computed takinginto account all other adjustments required under the terms of the Plan in the computation of pension payments. A Participant who commences paymentsunder this C-13, and who is subsequently reemployed by the Employer will cease to receive such payments and will be entitled to benefits under the Planbased on the provisions in effect at the time that the Participant subsequently retires. C-16Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.C-14 Voluntary Special Early Retirement Program—Notwithstanding any other provision in the Plan or any Appendix to the contrary, certainParticipants who meet the conditions set forth in the next sentence, who under the terms of the Plan are eligible to commence Early Retirement as of February 1,2002, and who voluntarily elect to commence Early Retirement on February 1, 2002 (or such later date on or before July 1, 2002 as required in the solediscretion of management of the Employer) shall be entitled to an enhanced benefit. Applicable Participants are Employees of the following Employers:Baltimore Gas and Electric Company (BGE), Constellation Energy Group, Inc. (excluding Employees above the Co-President level), Constellation EnergySource, Inc., Constellation Investments, Inc., Constellation Nuclear, LLC (CN) (excluding Employees above the Vice-President level), Constellation NuclearServices, Inc. (CNS), Calvert Cliffs Nuclear Power Plant, Inc. (CCNPP), Constellation Power, Inc., Constellation Power Source, Inc., Constellation PowerSource Generation, Inc. (CPSG), and Constellation Power Source Holdings, Inc. (collectively, the Companies). The conditions such Participants must meet areas follows: (1) the Participant on November 1, 2001 is an active employee of one of the Companies; (2) the Participant makes an election on or after:(a) November 1, 2001 and on or before December 16, 2001 for CPSG; (b) November 15 and on or before December 31, 2001 for CN, CNS and CCNPP;and (c) November 26, 2001 and on or before December 31, 2001 for the remainder of the Companies, to voluntarily retire on February 1, 2001, and suchelection shall be irrevocable effective December 16, 2001 for CPSG, and December 31, 2001 for the rest C-17Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of the Companies; (3) the Participant executes (and does not subsequently revoke) in writing and submits to the Plan Administrator, in the form, manner, andsubject to the timing established by the Plan Administrator, an agreement releasing legal claims, including those against the Company and itssubsidiaries/affiliates, including but not limited to claims arising out of his/her employment with the Employer or termination of such employment; and (4) theParticipant is not eligible for the Constellation Energy Group, Inc. Severance Plan or any other Employer severance plan or arrangement. In addition,Participants who are employees of BGE, CN, CNS, CCNPP or CPSG, and who are involuntarily displaced in connection with a workforce reductionbetween December 17, 2001 for CPSG (January 2, 2002 for BGE, CN, CNS and CCNPP) and January 31, 2002 (February 28, 2002 for BGE), and whootherwise satisfy all of the foregoing requirements and conditions (except under 2(a) above, December 16, 2001 is replaced with January 31, 2002, and under2(b) above, December 31, 2001 is replaced with February 28, 2002, and under 2(c) above, December 16, 2001 and December 31, 2001 are replaced withFebruary 28, 2002), are also entitled to an enhanced benefit. Participants who satisfy the requirements and conditions set forth in the preceding sentences shallbe entitled to an enhanced benefit, subject to the Employer’s right to limit benefits to the extent necessary to satisfy tax law limitations.For purposes of this C-14, the enhanced benefit for eligible Participants is determined based on the calculation of the Gross Pension of a Participantentitled to Early Retirement as set forth under the Plan, except that (1) the Participant’s regular unenhanced Gross Pension shall be computed using averagebase rate of pay computed as of February 1, 2002 or if later, the Participant’s Severance From Service Date, whichever C-18Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.produces the highest amount, and using bonus and/or incentives (i) for purposes of determining Average Pay, that were earned (rather than paid) during thecalendar years (a) 1999 and 2000 (including Annual Incentive Awards earned during such years) , or (b) for Participants retiring after March, 2002, if higher,2000 and 2001 (including Annual Incentive Awards earned during such years); and (ii) for purposes of determining Average Annual Pay, in accordance withthe Plan provisions except that Annual Incentive Awards paid during all applicable prior years shall be included; and (2) the Participant shall also be entitled toan additional Gross Pension amount under the Plan, computed as an immediate lump sum equal to: (a) the number of whole years of Credited Service (i.e.,partial years of Credited Service are disregarded) multiplied by three, and (b) multiply the product in (a) by the sum of (i) the base rate of pay on theParticipant’s Severance From Service Date determined as a weekly amount, plus (ii) bonuses and/or incentives (that have previously been approved in writingby the Administrative Committee and the Chairman of the Board of Directors for inclusion in the computation of Average Annual Pay) that were earned duringcalendar years 1999 and 2000 (including Annual Incentive Awards earned during such calendar years), divided by 104.Such immediate lump sum amount shall also be available as an immediate annuity using the same formula set forth under Section 3.3(f) of the Plan oras a deferred annuity using the same formula set forth under Section 3.3(g) of the Plan; provided, however, that any Participant in PEP who elects animmediate lump sum must make such election for his/her entire Gross Pension. C-19Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Except as otherwise provided above, the amount of pension payments for Participants entitled to an enhanced benefit under this C-14 is computed takinginto account all other adjustments required under the terms of the Plan in the computation of pension payments. The enhanced benefit does not accrue until theParticipant makes an irrevocable election to retire under the program; therefore, preretirement survivor annuity coverage is not available with respect to suchenhanced benefit prior to such election. A Participant who commences payments under this C-14, and who is subsequently reemployed by the Employer, willbe entitled to benefits under the Plan based on the provisions in effect at the time that the Participant subsequently retires.C-15 Voluntary Special Early Retirement Program—Notwithstanding any other provision in the Plan or any Appendix to the contrary, certainParticipants who meet the conditions set forth in the next sentence are eligible for Early Retirement if, between January 31, 2002 and February 28, 2002, theysatisfy the requirements of Section 2.2 after substituting age 50 for age 55, and voluntarily elect to commence Early Retirement on March 1, 2002 (or suchlater date on or before July 1, 2002 as required in the sole discretion of Baltimore Gas and Electric Company (BGE) or Constellation Power Source Generation,Inc. (CPSG) management) shall be entitled to an enhanced benefit. The conditions such Participants must meet are as follows: (1) the Participant onJanuary 2, 2002 is an employee of BGE (excluding manager- or executive-level employees) or CPSG; (2) the Participant is at least age 50 and no older than age54 with 20 or more years of service between January 31, 2002 and February 28, 2002; (3) the Participant makes an election on or after January 2, 2002 and onor before February 15, 2002 to voluntarily retire on March 1, 2002, and such election shall be irrevocable effective February 15, 2002; (4) the Participantexecutes (and does not subsequently revoke) in writing and submits to the Plan Administrator, in the form, manner, and subject to the C-20Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.timing established by the Plan Administrator, an agreement releasing legal claims, including those against the Company and its subsidiaries/affiliates,including but not limited to claims arising out of his/her employment with the Employer or termination of such employment; and (5) the Participant is noteligible for the Constellation Energy Group, Inc. Severance Plan or any other Employer severance plan or arrangement. In addition, Participants who areemployees of CPSG, BGE, Constellation Energy Group, Inc., Constellation Investments, Inc., Constellation Power, Inc., Constellation Power Source, Inc., orConstellation Power Source Holdings, Inc., and who are involuntarily displaced in connection with a workforce reduction between January 2, 2002 andFebruary 28, 2002, and who otherwise satisfy all of the foregoing requirements and conditions (except under (3) above, February 15, 2002 is replaced withFebruary 28, 2002), are also entitled to an enhanced benefit. Participants who satisfy the requirements and conditions set forth in the preceding sentences shallbe entitled to an enhanced benefit, subject to the Employer’s right to limit benefits to the extent necessary to satisfy tax law limitations.For purposes of this C-15, the enhanced benefit for eligible Participants is determined based on the calculation of the Gross Pension of a Participantentitled to Early Retirement as set forth under the Plan, except that (1) the Participant’s regular unenhanced Gross Pension shall be computed using averagebase rate of pay computed as of March 1, 2002 or if later, the Participant’s Severance From Service Date, whichever produces the highest amount, and usingbonus and/or incentives (i) for purposes of determining Average Pay, that were earned (rather than paid) during the calendar years (a) 1999 and 2000(including Annual Incentive Awards earned during such years), or (b) C-21Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.for Participants retiring after March 2002, if higher, 2000 and 2001 (including Annual Incentive Awards earned during such years); and (ii) for purposes ofdetermining Average Annual Pay, in accordance with the Plan provisions except that Annual Incentive Awards paid during all applicable prior years shall beincluded; and (2) the Participant shall also be entitled to an additional Gross Pension amount under the Plan, computed as an immediate lump sum equal to:(a) the number of whole years of Credited Service (i.e., partial years of Credited Service are disregarded) multiplied by two, and (b) multiply the product in(a) by the sum of (i) the base rate of pay on the Participant’s Severance From Service Date determined as a weekly amount, plus (ii) bonuses and/or incentives(that have previously been approved in writing by the Administrative Committee and the Chairman of the Board of Directors for inclusion in the computationof Average Annual Pay) that were earned during calendar years 1999 and 2000 (including Annual Incentive Awards earned during such calendar years),divided by 104.Such immediate lump sum amount shall also be available as an immediate annuity using the same formula set forth under Section 3.3(f) of the Plan oras a deferred annuity using the same formula set forth under Section 3.3(g) of the Plan; provided, however, that any Participant in PEP who elects animmediate lump sum must make such election for his/her entire Gross Pension. The enhanced benefit for applicable participants shall also be computed bysubstituting age 50 for age 55 in Section A-20.Except as otherwise provided above, the amount of pension payments for Participants entitled to an enhanced benefit and under this C-15 is computedtaking into account all other adjustments required under the terms of the Plan in the computation of pension payments. The enhanced benefit does not accrueuntil the Participant makes an C-22Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.irrevocable election to retire under the program; therefore, preretirement survivor annuity coverage is not available with respect to such enhanced benefit prior tosuch election. A Participant who commences payments under this C-15, and who is subsequently reemployed by the Employer, will be entitled to benefitsunder the Plan based on the provisions in effect at the time that the Participant subsequently retires. C-23Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX DTOP HEAVY PROVISIONSD-1 Purpose—If the Plan is or becomes top-heavy in any Plan Year beginning after December 31, 1983, the following provisions will supersede anyconflicting provisions in the Plan.D-2 Definitions—As used in the Plan, the following terms shall have the meaning set forth below, unless a different meaning is clearly required by thecontext in which the term is used.D-2.2 “Anniversary Date” means December 31, the last day of the Plan Year.D-2.4 “Key Employee” means any person who meets the requirements of Code Section 416(i), and the regulations promulgated thereunder, which arehereby incorporated by reference as if fully set out herein. For purposes of determining whether or not the Plan meets the requirements of Section D-3.2, theterm Key Employee shall also include the beneficiary of a Key Employee.D-2.5 “Permissive Aggregation Group” means all plans in the Required Aggregation Group and any other Qualified Plans maintained by the Company,but only if such group of plans would satisfy, in the aggregate, the requirements of Code Sections 401(a)(4) and 410. The Plan Administrator shall determinewhich plan or plans shall be taken into account in determining the Permissive Aggregation Group.D-2.6 “Qualified Plan” means any Plan which is qualified under Code Section 401(a).Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.D-2.7 “Required Aggregation Group” means:(a) Each Qualified Plan of the Company in which at least one Key Employee participates; and(b) Any other Qualified Plan of the Company which enables a Plan described in Section D-2.7(a) to meet the requirements of CodeSection 401(a)(4) or 410.D-2.8 “Top-Heavy Plan” means the Plan, for any Plan Year in which the Plan meets the requirements of Section D-3.2.D-3 Top-Heavy Plan Requirements and DeterminationD-3.1 Top Heavy Plan Requirements—For any Plan Year in which the Plan is determined to be a Top-Heavy Plan in accordance with Section D-3.2, thePlan shall be subject to the following:(a) special vesting requirements in D-4; and(b) special minimum benefit requirements of D-4.D-3.2 Top-Heavy Plan Determination(a) The Plan shall be considered a Top-Heavy Plan and shall be subject to the additional requirements of Section D-3.1, with respect to any Plan Year,if, as of the Anniversary Date of the preceding Plan Year (hereinafter referred to as the “determination date”), (i) the present value of accrued benefits of KeyEmployees in this Plan exceeds 60 percent of the present value of the accrued benefits of all Employees in this Plan (“60% Test”); or (ii) the Plan is part of aRequired Aggregation Group and the sum of the present value of accrued benefits and the value of the aggregate accounts of Key Employees in all plans in theRequired Aggregation Group exceeds 60% of a similar sum for all Employees. For this purpose, the present value of accrued benefits and the value of theaggregate accounts shall be determined as of the valuation date for the Plan Year that includes the determination date. D - 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b) For purposes of this Section D-3.2, the aggregate account of a Participant is determined under applicable provisions of the defined contribution planused in determining whether the Plan is a Top Heavy Plan.(c) For purposes of this Section D-3.2, present value of accrued benefits shall be determined, in the case of a defined benefit pension plan, under theprovisions of such a plan or plans and shall include any part of any accrued benefit distributed in the 5-year period ending on the determination date.Effective January 1, 2002, the present value of accrued benefits shall include any part of any accrued benefit distributed in the 1-year period ending on thedetermination date, or, in the case of a distribution made for a reason other than severance from employment, death or disability, during the 5-year periodending on the determination date.(d) For purposes of this Section D-3.2, the present value of a participant’s accrued benefits under a defined benefit plan shall be based upon reasonableinterest and mortality assumptions specified by the plan. The Top-Heavy calculations for this Plan shall be based on the same assumptions specified in thedefinition of Present Value in Section A-44. Where one or more defined benefit plans are aggregated with this Plan for purposes of Top-Heavy calculations, theactuarial assumptions specified in the definition of Present Value in Section A-44 shall be applied to all plans in the aggregation group.(e) For purposes of this Section D-3.2, the accrued benefit of a participant who is not a Key Employee shall be determined under the method, if any, thatuniformly applies for determining benefit accruals under all defined benefit plans maintained by the Employer, or if there is no such method, as if the benefitaccrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rule of Section 411(b)(1)(C) of the Code. D - 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(f) For purposes of this Section D-3.2, the accrued benefit of a participant in a plan who is not a Key Employee but who was a Key Employee in a prioryear shall be disregarded.(g) For purposes of this Section D-3.2, the accrued benefits of all plan participants who have not performed services for any employer maintaining theplan at any time during the 5-year period (1-year period, effective January 1, 2002) ending on the determination date shall be disregarded.(h) Notwithstanding the provisions of subsection (a) herein above, the Plan shall not be a Top-Heavy Plan, if the Plan Administrator elects to treat thePlan as part of a Permissive Aggregation Group, and the Permissive Aggregation Group is not determined to be Top-Heavy using the criteria of the “60% Test”herein above.(i) Where more than one plan is involved in the determination, only determination dates that fall within the same calendar year shall be considered inorder to determine whether the Plan is a Top-Heavy Plan.(j) The provisions of Code section 416 and applicable regulations are incorporated with respect to any additional requirements with respect to thedetermination as to how the top heavy ratio is computed.D-4 Additional Top-Heavy Provisions—For purposes of determining whether or not the Plan meets the requirements of Section D-3.2, the term“Participant” as defined in Appendix A, shall also include the beneficiary of a Participant.Notwithstanding any other provisions of the Plan if the Plan is a Top-Heavy Plan:(i) Each Participant who has at least three years of Vesting Service as of the determination date will be fully vested in a pension benefit on the dayfollowing the determination date. Each Participant who subsequently accumulates at least three years of Vesting Service shall immediately be fully vested insuch pension benefit. D - 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(ii) Each Participant who is not a Key Employee will be deemed to have an Gross Pension after the determination date equal to 1/12 of the lesser of(A) 20% of such Participant’s average compensation or (B) such average compensation multiplied by 2% for each year of Credited Service accumulated to thedate of the calculation. For purposes of this calculation, average compensation is the Participant’s highest average compensation for the five consecutive yearsfor which the Participant had the highest compensation. For purposes of this paragraph, compensation means Section 415(c) Compensation. EffectiveJanuary 1, 2002, in determining service for purposes of this minimum benefit calculation, any service shall be disregarded to the extent that such serviceoccurs during a plan year when the Plan benefits (within the meaning of Code section 410(b)) no Key Employee or former Key Employee. D - 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX GDESIGNATED SUBSIDIARIESExcept as otherwise provided below, Employees of the following subsidiaries are eligible to participate in the Plan on the same terms and conditions as set forththerein.Constellation Power, Inc.Constellation Energy Commodities Group, Inc. (formerly known as Constellation Power Source, Inc.) Constellation Power Source Generation, Inc.Constellation Energy Source, Inc.BGE Home Products and Services, LLC (formerly known as BGE Home Products and Services, Inc.)1BGE Commercial Building Systems, Inc.2 1 a. An individual who is a Participant on December 31, 1999 and an Employee of BGE Home Products & Services, Inc. on January 1, 2000, is subjectto 1.2 of the Plan except that PEP is modified as described in b. below. Notwithstanding the preceding sentence, an individual who is an Employee ofConstellation Energy Source, Inc. on December 31, 1999, who transfers to BGE Home Products & Services, Inc. effective January 1, 2000, and washired by Constellation Energy Source, Inc. after December 31, 1994, shall participate in PEP as modified in b. below. An individual who is aParticipant in the Traditional Pension Plan after December 31, 1999 by reason of the preceding will cease participating in the Traditional Plan oncehe/she ceases to earn Credited Service. If such an individual again earns Credited Service, he/she shall participate in PEP as modified in b. below. Allother individuals shall participate in PEP as modified in b. below.b. Participants who are Employees of BGE Home Products & Services, Inc. shall have the following modifications to PEP:(i) A Participant’s Total Pension Credits in Appendix A for the period of time during which the Participant is employed by BGE Home Products &Services, Inc. shall equal the sum of (1) 0.025 times the Credited Service earned in each Plan Year prior to the Plan Year in which the Participant reachesage 40, (2) 0.05 times the Credited Service earned in each Plan Year after the Plan Year in which the Participant reaches age 39 and before the Plan Yearin which the Participant reaches age 50, and (3) 0.075 times the Credited Service earned in each Plan Year after the Participant reaches age 49.(ii) The only form of pension payments that a Participant may elect under PEP pursuant to 3.1(b) is monthly installments; lump sum payment is notavailable except if pursuant to the automatic lump sum cash-out provisions of 3.3(e); 3.3(h) therefore is not applicable. This (ii) is not applicable to aParticipant who accrued any benefits under PEP while employed by an Employer whose Employee Participants were eligible to elect under PEP pursuantto 3.1(b) a lump sum, and then after January 1, 2000 transferred employment to BGE Home Products & Services, Inc. This (ii) is not applicable to aParticipant who received benefits under the Special Window for Employees Employed by BGE Home (as part of BGE Home’s closing of its retailappliance and merchandise stores and the reorganization of BGE Home because of that closing) under the Constellation Energy Group, Inc. SeverancePlan.(iii) The Preretirement Survivor Benefit under 5.8 may be paid as a lump sum.(iv) The third sentence in the definition of Annuity Factor in Appendix A is not applicable unless the Participant transferred employment to BGE HomeProducts & Services, Inc. after January 1, 2000, and was eligible for Early Retirement under 2.2 at the time he/she was employed by the Company or asubsidiary listed in this Appendix G other than BGE Home Products & Services, Inc. or BGE Commercial Building Systems, Inc.2 a. An individual who is a Participant on December 31, 1999 and an Employee of BGE Commercial Building Systems, Inc. on January 1, 2000, issubject to 1.2 of the Plan except that PEP is modified as described in b. below. An individual who is a Participant in the Traditional Pension Plan afterDecember 31, 1999 by reason of the preceding sentence will cease participating in the Traditional Plan once he/she ceases to earn Credited Service. Ifsuch an individual again earns Credited Service, he/she shall participate in PEP as modified in b. below. All other individuals shall participate in PEPas modified in b. below.b. Participants who are Employees of BGE Commercial Building Systems, Inc. shall have the following modifications to PEP:(i) A Participant’s Total Pension Credits in Appendix A for the period of time during which the Participant is employed by BGE Commercial BuildingSystems, Inc. shall equal the sum of (1) 0.025 times the Credited Service earned in each Plan Year prior to the Plan Year in which the Participant reachesage 40, (2) 0.05 times the Credited Service earned in each Plan Year after the Plan Year in which the Participant reaches age 39 and before the Plan Yearin which the Participant reaches age 50, and (3) 0.075 times the Credited Service earned in each Plan Year after the Participant reaches age 49.(ii) The only form of pension payments that a Participant may elect under PEP pursuant to 3.1(b) is monthly installments; lump sum payment is notavailable except if pursuant to the automatic lump sum cash-out provisions of 3.3(e). 3.3(h) therefore is not applicable. This (ii) is not applicable to aParticipant who accrued any benefits under PEP while employed by an Employer whose Employee Participants were eligible to elect under PEP pursuantto 3.1(b) a lump sum, and then after January 1, 2000 transferred employment to BGE Commercial Building Systems, Inc. The Preretirement SurvivorBenefit under 5.8 may be paid as a lump sum.(iii) The third sentence in the definition of Annuity Factor in Appendix A is not applicable unless the Participant transferred employment to BGECommercial Building Systems, Inc. after January 1, 2000, and was eligible for Early Retirement under 2.2 at the time he/she was employed by theCompany or a subsidiary listed in this Appendix G other than BGE Home Products & Services, Inc. or BGE Commercial Building Systems, Inc. G-1Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company3Constellation Nuclear Services, Inc.Constellation Generation Group, LLCConstellation Operating Services, Inc.; Constellation Operating Services; COSI Central Wayne, Inc. (Employees represented by a union under a collectivebargaining agreement are not eligible to participate); COSI Synfuels, Inc.; COSI Sunnyside, Inc.; COSI Puna, Inc.; PCI Operating Company Partnership4 3 With respect to an Employee of the Comfort Link division of Baltimore Gas and Electric Company, only individuals who are both a Participant onDecember 31, 1999 and an Employee of the Comfort Link division of Baltimore Gas and Electric Company on January 1, 2000, shall be eligible toparticipate in the Plan. Notwithstanding anything in the Plan to the contrary, the Vice-Chairman of Baltimore Gas and Electric Company will not beeligible to participate in this Plan.4 Employees of each listed subsidiary are eligible for participation in PEP effective January 1, 2003.For purposes of 4.2, Vesting Service shall be computed using as the Employment Commencement Date the date on which an Employee first performedan hour of service for the subsidiary. However, if the Participant was an Employee on January 1, 2003 and was employed by one of the followingentities on the day immediately preceding the date the Employee became employed by the subsidiary, by A/C Power or by Trona Operating Partners,G.P. (or one of their subsidiaries), the Employment Commencement Date shall be the date on which the Employee first performed an hour of service forsuch entity (but in no event prior to any date noted in parentheses below):Malacha Power Project, Inc.Sunnyside Operating AssociatesNiagara Mohawk Power CorporationConsolidated Edison Company of New York (but only if the Employee was hired by COSI Astoria after August 20, 1999)OESI Power (but only if the Employee was transferred to Constellation Operating Services, Inc. or one of its subsidiaries from OESI Power onJanuary 6, 1993)Kerr McGee Corporation—(but only if the Employee became an employee of Constellation Operating Services, Inc., A/C Power, or Trona OperatingPartners, G.P. on December 1, 1990)Ahlstrom Pyropower (or any other employer wholly or partially owned directly or indirectly, byAhlstrom Pyropower (or any successor thereto))Ultrasystems, Inc.Hadson CorporationLG&E Power, IncLUZ InternationalU C Operating ServicesPanther Creek Fuels CompanyNevada Operations, Inc.Central Wayne County Sanitation AuthorityU. S. Generating (COSI Carr Street)Ormat Energy Systems, Inc.Ormat Systems, Inc.Baltimore Gas and Electric Company (or any other employer wholly or partially owned directly or indirectly, by Baltimore Gas and Electric Company(or any successor thereto))A/C PowerFor purposes of 2.1 and A-31, Vesting Service shall be used instead of Credited Service to determine whether a Participant is eligible for NormalRetirement.For purposes of 2.2 and A-19, Vesting Service shall be used instead of Credited Service to determine whether a Participant is eligible for EarlyRetirement.For purposes of 4.3, Credited Service shall only include months beginning on or after January 1, 2003 during which an Employee works at least onehour for the Employer while classified as a Full-Time Employee. G-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Constellation NewEnergy, Inc. (Note: Effective April 1, 2011. For purposes of Section 4.2, Vesting Service shall be computed using as the EmploymentCommencement Date the date on which the Employee first performed an hour of service for this subsidiary. For purposes of Section 4.3, Credited Service forwork performed as an Employee of this subsidiary shall only include months beginning on or after April 1, 2011 during which the Employee works at leastone hour while classified as a Full-Time Employee.)CNE Gas Holdings, Inc. (Note: Effective April 1, 2011. For purposes of Section 4.2, Vesting Service shall be computed using as the EmploymentCommencement Date the date on which the Employee first performed an hour of service for this subsidiary. For purposes of Section 4.3, Credited Service forwork performed as an Employee of this subsidiary shall only include months beginning on or after April 1, 2011 during which the Employee works at leastone hour while classified as a Full-Time Employee.) G-3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX IBONUSES, INCENTIVE AND OTHER PAYPart 1The following types of license and other special bonuses are included in the base rate of pay definition of Average Annual Pay (set forth in SectionA-8(i)) or Average Pay (set forth in Section A-9(i)), as applicable. • NRC License Bonus • Electrician License Bonus • Plumber License BonusPart 2The following types of bonuses and/or incentives are included in the bonuses and incentives definition of Average Annual Pay (set forth in SectionA-8(ii) )or Average Pay (set forth in Section A-9(ii)), as applicable.Baltimore Gas and Electric Company • Promotion Recognition Award • Results Incentive Award • Lump Sum Pay Adjustment • Commission Payments • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardBGE Home Products & Services, Inc. • Commission payments (includes draw payments, administrative time, vacation time, non-selling time, and training time payments) • Sales Incentive Award • Results Incentive Award • Scale Rate Payment • Piece Work Payment • Emergency Work Payment • Sales Bonus • Lump Sum Pay Adjustment • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardCalvert Cliffs Nuclear Power Plant, Inc. • Promotion Recognition Award • Results Incentive Award/Annual Incentive Award • Lump Sum Pay Adjustment • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardCER Generation, LLC • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group Award • Annual Incentive AwardSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.CNE Gas Holdings, Inc.* • Promotion Recognition Award • Results Incentive Award/Annual Incentive Award • Lump Sum Pay Adjustment • Commission Payments • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation Building Systems, Inc. • Commission Payments (includes draw payments, administrative time, vacation time, non-selling time, and training time payments) • Results Incentive Award • Scale Rate Payment • Piece Work Payment • Emergency Work Payment • Sales Bonus • Lump Sum Pay Adjustment • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation Energy Commodities Group, Inc. (formerly known as Constellation Power Source, Inc.)* • Results Incentive Award • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation Energy Group, Inc. • Promotion Recognition Award • Results Incentive Award • Lump Sum Pay Adjustment • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation Energy Nuclear Group • Promotion Recognition Award • Results Incentive Award/Annual Incentive Award • Lump Sum Pay Adjustment • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group Award * For Employees of this subsidiary who were Participants in the Plan on or before March 31, 2011, bonuses and/or incentives included in Average AnnualPay or Average Pay as applicable, shall be capped at $200,000 beginning with bonuses paid on or after April 1, 2011. For Employees of this subsidiarywho became participants in the Plan on or after April 1, 2011, bonuses and/or incentives included in Average Annual Pay shall be capped at $200,000beginning with bonuses paid on or after January 1, 2007. I-2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Constellation Energy Projects & Services Group, Inc. • Annual Incentive Award (includes Sales Bonuses paid to Participants employed as Business Developers, Major Account Executives, and SeniorAccount Executives. The Sales Bonus maximum percentage equals 30% of the eligible Participant’s annual base pay.) • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation Energy Projects & Services Group Advisors, LLC* • Annual Incentive Award (includes Sales Bonuses paid to Participants employed as Business Developers, Major Account Executives, and SeniorAccount Executives. The Sales Bonus maximum percentage equals 30% of the eligible Participant’s annual base pay.) • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation NewEnergy, Inc.* • Promotion Recognition Award • Results Incentive Award/Annual Incentive Award • Lump Sum Pay Adjustment • Commission Payments • Sales Bonus • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation Nuclear Services, Inc. • Promotion Recognition Award • Results Incentive Award/Annual Incentive Award • Lump Sum Pay Adjustment • Contract Incentive Rate Award • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation Operating Services • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group Award • Annual Incentive AwardConstellation Power, Inc. • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group Award • Annual Incentive AwardConstellation Power Source Generation, Inc. • Promotion Recognition Award • Results Incentive Award/Annual Incentive Award • Lump Sum Pay Adjustment • Commission Payments • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group Award I-3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Constellation Power Source Holdings, Inc. • Annual Incentive Award • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group AwardConstellation Real Estate, Inc. • Annual Incentive AwardCOSI Sunnyside, Inc. • Executive Annual Incentive Plan of Constellation Energy Group Award • Senior Management Annual Incentive Plan of Constellation Energy Group Award • Annual Incentive Award I-4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.65FIRST AMENDMENT TO THEPENSION PLAN OFCONSTELLATION ENERGY GROUP, INC.(Amended and Restated Effective January 31, 2012)WHEREAS, Constellation Energy Group, Inc. (the “Company”) sponsors the Pension Plan of Constellation Energy Group, Inc. (Amended and RestatedEffective as of January 31, 2012) (the “Plan”), which is intended to meet the requirements of the provisions of the Internal Revenue Code of 1986, (asamended) (the “Code”); andWHEREAS, the Company intended to provide all employees who are eligible for severance benefits on or after June 1, 2003, under its Company-sponsored severance plan pension benefits based on their age and years of service at the end of their severance period, as set forth in Section 3.5 of the Plan;and;WHEREAS, a new severance plan was established on September 19, 2008; andWHEREAS, the Plan Administrator of the Plan, pursuant to the authority granted to her in Section 6.6(b) of the Plan, has consistently interpretedSection 3.5 to apply to participants eligible for severance under the new severance plan even though it wasn’t specifically referenced in the Plan; andWHEREAS, pursuant to Section 9.1, the Chief Human Resources Officer may amend the Plan in ways that do not materially affect liabilities; andWHEREAS, an actuarial determination has been made that the cost of providing such benefits to participants in the new severance plan is immaterial;Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.NOW, THEREFORE, BE IT RESOLVED, that for purposes of clarity, the Plan is hereby amended as follows, effective September 19, 2008, exceptwhere noted: 1.By amending Section 3.5, Severance Plan Payments, to delete the phrase “Constellation Energy Group, Inc. Severance Plan” each time it occurs,and to insert in its place the term, “Severance Plan”. 2.By replacing section A-46 Deleted with the following:A-46 “Severance Plan” shall mean either of the Constellation Energy Group, Inc. Severance Plan or the Constellation Energy Group, Inc.Severance Plan for Constellation Energy Resources, LLC and Other Employees.********Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, this Amendment to the Plan was executed on this day of March, 2012. Mary L. LauriaChief Human Resources OfficerSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.66SECOND AMENDMENT TO THEPENSION PLAN OFCONSTELLATION ENERGY GROUP, INC.(Amended and Restated Effective January 31, 2012)WHEREAS, .Exelon Corporation (the “Company”) sponsors the Pension Plan of Constellation Energy Group, Inc. (Amended and RestatedEffective January 31, 2012) (the “Plan”); andWHEREAS, the Company desires to amend the Plan to incorporate the provisions of a special lump sum payment option and to reflect changesnecessary to comply with Section 436 of the Internal Revenue Code of 1986, as amended, and the final regulations thereunder.NOW, THEREFORE, RESOLVED, that pursuant to the power of amendment contained in Article IX of the Plan, the Plan is amended, effectiveOctober 1, 2012, except as otherwise stated below:1. Effective on and after January 1, 2013, Section 1.1 of the Plan is amended by inserting the following at the end thereof:No Employee hired on or after January 1, 2013 shall be eligible to participate in the Plan, with the exception of Employees of the Employer listed onAppendix G.2. Effective on and after the Effective Time, Article 1 of the Plan is amended by inserting the following new Section 1.3 at the end thereof:1.3 Effect of Merger Agreement — If an Employee who was an Employee on or prior to the Effective Time transfers employment to or isreemployed by Exelon in a job classification with respect to which similarly situated employees of Exelon are not eligible to participate in the Planbut are instead eligible to participate in a Parent Benefit Plan (as such term is defined in the Merger Agreement) that is intended to be qualifiedunder Section 401(a) or 401(k) of the Code (each such plan, an “Exelon Retirement Plan”), then such individual shall upon such transfer orreemployment remain a Participant in the Plan and shall not participate in the Exelon Retirement Plan. If a participant in an Exelon Retirement Planwho was a participant in such plan on or prior to theSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Effective Time transfers employment to or is reemployed by a Participating Employer in a job classification with respect to which similarlysituated employees of such Participating Employer are not eligible to participate in such plan but are instead eligible to participate in the Plan, thensuch individual shall upon such transfer or reemployment remain a participant in the Exelon Retirement Plan and shall not participate in the Plan.3. Article I of the Plan is amended by inserting the following new Section 1.4 at the end thereof:Section 1.4. Certain Rehired Employees. Notwithstanding anything contained herein to the contrary, no individual who has received a SpecialLump Sum Payment or an Immediately Commencing Annuity in accordance with Section 3.6 shall be eligible to become a Participant pursuant tothis Article 1.4. Article III of the Plan is amended by adding the following new Section 3.6 at the end thereof:Section 3.6. Special Lump Sum Payment Option. (a) Eligibility. A Participant may elect to receive, during the election period described inthis Section 3.6, his or her deferred Gross Pension as a terminated vested participant under the Plan (“Deferred Gross Pension”) in the form of alump sum payment (“Special Lump Sum Payment”) or, an “Immediately Commencing Annuity” (as defined below); provided, however, that:(i) the Participant has a Severance From Service Date prior to June 30, 2012 and does not die and is not rehired during the periodbeginning July 1, 2012 and ending on the date payment is made or commences in accordance with this Section 3.6;(ii) the Participant has not otherwise commenced receiving pension benefits under the Plan on or prior to the date payment is made orcommences in accordance with this Section 3.6;(iii) such Severance From Service Date is not on account of the Participant’s disability, following which the Participant is receivinglong-term disability payments under any long-term disability program of an Employer, including on June 30, 2012; 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(iv) the Participant’s Deferred Gross Pension is not subject to a qualified domestic relations order as defined in Section 414(p) of theCode(v) the Participant is not immediately, as of his or her Severance From Service Date, eligible for early retirement benefits inaccordance with 3.3(b) above;(vi) the Participant is not on a leave of absence or layoff from an Employer on June 30, 2012;(vii) the Participant is not 70 1⁄2 years of age or older as of October 1, 2012; and(viii) the Participant can be located, after a diligent search, as necessary, by the Plan Administrator before July 1, 2012.For each such Participant described in this paragraph (a) of this Section 3.6, the term “Immediately Commencing Annuity” shall mean, asapplicable, either:(i) with respect to a Participant eligible to commence receipt of his or her Deferred Gross Pension as of December 1, 2012, anyapplicable optional form of annuity available to the Participant under this Article III; or(ii) with respect to any other Participant, a single life annuity, 50% “qualified joint and survivor annuity” (within the meaning ofCode Section 417(b)) or a 75% “qualified optional survivor annuity” (within the meaning of Code Section 417(g)).For purposes of this Section 3.6, a “Participant” shall also include a beneficiary of a Participant who otherwise satisfies the requirements ofthis Section 3.6 but for the Participant’s death prior to July 1, 2012.3.6(b) Election and Election Period. To receive the distribution of benefits described in paragraph (a) of this Section 3.6, an eligibleParticipant must voluntarily elect to receive a distribution pursuant to this Section 3.6 by completing an election form and spousal waiver, ifrequired, provided by the Administrator, and submitting such forms to the Administrator after October 1, 2012 and before the following dates, asapplicable,(i) November 15, 2012, with respect to a Participant who elects a Special Lump Sum Payment; and(iii) December 15, 2012, with respect to a Participant who elects an Immediately Commencing Annuity,or such other period during 2012 determined by the Administrator. 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The Administrator shall provide each eligible Participant, not less than 30 days and not more than 180 days before the Benefit CommencementDate, an application form including a general description of the material features, as well as an explanation of the relative values and financialeffect, of the optional forms of benefit available under this Section 3.6, in a manner that satisfies the notice requirements of Section 417(a)(3) ofthe Code and the Treasury Regulations thereunder. The form shall indicate the Participant’s right to waive a survivor annuity, his SurvivingSpouse’s right to consent to such waiver or refuse such consent, and the right to revoke any waiver, within the 180 day period preceding theBenefit Commencement Date, and shall include a description of the right of the Participant, if any, to defer receipt of a distribution and theconsequences of failure to defer such receipt, in accordance with Treasury guidance under Section 411(a)(11) of the Code.3.6(c) Amount of Payment. The Special Lump Sum Payment shall equal the actuarial equivalent of the Participant’s nonforfeitable DeferredGross Pension, based on the following factors:(i) the applicable interest rate described in Section 417(e)(3) of the Code for August of 2011;(ii) an assumed commencement date of the later of (A) age 65, and (B) the Participant’s age as of December 1, 2012;(iii) the applicable mortality table, as defined in Section 417 of the Code and the Treasury Regulations promulgated thereunder; and(iv) the Gross Pension of a Participant in the PEP shall be calculated, in accordance with the terms of the existing terms of the Plan,as the present value of the age 65 deferred annuity (within the meaning of 3.3(g)).The Immediately Commencing Annuity shall be calculated:(i) in accordance with the applicable terms of the Plan, for a Participant who is eligible to immediately commence benefits under theterms of the Plan as of the payment date set forth in paragraph (d) of this Section 3.6 and(ii) as the actuarial equivalent of the Special Lump Sum Payment, for each other Participant. 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.6(d) Payment of Benefit. If an eligible Participant elects the distribution of his or her Deferred Gross Pension in accordance with thisSection 3.6, payment shall be made, or commence to be made, on or before December 1, 2012, or as soon as administratively practicablethereafter.3.6(e) Death and Rehire. If an eligible Participant elects the distribution of his or her Deferred Gross Pension in accordance with thisSection 3.6 and subsequently dies or is rehired as an Employee before distributions commence, his or her election shall be null and void and theParticipant’s benefit shall be paid pursuant to the Plan without regard to this Section 3.6. Notwithstanding anything contained herein to thecontrary, upon distribution of a Special Lump Sum Payment or an Immediately Commencing Annuity made to an individual in accordance withthis Section 3.6, in the event of the individual’s rehire with an Employer following the date such distribution is made, the individual shall not beeligible to participate in the Plan during such period of rehire and may be eligible to participate in the Exelon Corporation Cash Balance PensionPlan or the Exelon Corporation Pension Plan for Bargaining Unit Employees (or such other plan that applies to employees of an Employer hired onor after December 1, 2012), as applicable, in accordance with their terms and conditions.5. Effective on and after the Effective Time, Section 6.1 shall be amended by adding a sentence before the first sentence, as follows:Each person entitled to a payment under the Plan shall furnish such information and data, including birth certificates or other evidence of agesatisfactory to the Administrator, and sign such documents as may reasonably be requested by the Administrator or the Trustee in connectionwith the administration of the Plan.6. Effective on and after the Effective Time, Sections 6.4, 6.5, 6.6, 6.7 and 6.8 shall be deleted in their entirety, and new Sections 6.4 through 6.12shall be added as follows, and the remaining sections shall be renumbered:6.4 The Administrator, the Investment Fiduciary and the Corporate Investment Committee6.4(a) The Administrator — The Company’s Vice President, Health & Benefits, or such other person or committee appointed by the ChiefHuman Resources Officer from time to time (such vice president or other person or committee, the “Administrator”), shall be the “administrator”of the Plan, within the meaning of such term as used in ERISA. In addition, the Administrator shall be the “named fiduciary” of the Plan, withinthe meaning of such term as used in ERISA, solely with respect to administrative matters involving the Plan and not with respect to anyinvestment of the Plan’s assets. The Administrator shall have the following duties, responsibilities and rights:(i) The Administrator shall have the duty and discretionary authority to interpret and construe this Plan in regard to all questions ofeligibility, the status and rights of Participants, Beneficiaries and other persons under this Plan, and the manner, time, and amount of payment ofany distributions under this Plan. 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The determination of the Administrator with respect to an Employee’s years of Vesting Service, the amount of the Employee’s Compensation, andany other matter affecting payments under the Plan shall be final and binding. Benefits under the Plan shall be paid to a Participant or Beneficiaryonly if the Administrator, in his or her discretion, determines that such person is entitled to benefits.(ii) Each Employer shall, from time to time, upon request of the Administrator, furnish to the Administrator such data and information asthe Administrator shall require in the performance of his or her duties.(iii) The Administrator shall direct the Trustee to make payments of amounts to be distributed from the Trust Fund under Article 7 (relatingto distributions). In addition, it shall be the duty of the Administrator to certify to the Trustee the names and addresses of all Participants, theamounts of all Pensions, the dates of death of Participants and all proceedings and acts of the Administrator necessary or desirable for the Trusteeto be fully informed as to the Pension to be paid out of the Trust Fund.(iv) The Administrator shall have all powers and responsibilities necessary to administer the Plan, except those powers that are specificallyvested in the Investment Fiduciary, the Corporate Investment Committee or the Trustee.(v) The Administrator may require a Participant or Beneficiary to complete and file certain applications or forms approved by theAdministrator and to furnish such information requested by the Administrator. The Administrator and the Plan may rely upon all suchinformation so furnished to the Administrator.(vi) The Administrator shall be the Plan’s agent for service of legal process and forward all necessary communications to the Trustee.6.4(b) Removal of Administrator — The Chief Human Resources Officer shall have the right at any time, with or without cause, to removethe Administrator (including any member of a committee that constitutes the Administrator). The Administrator may resign and the resignationshall be effective upon delivery of the written resignation to the Chief Human Resources Officer. Upon the resignation, removal or failure orinability for any reason of the Administrator to act hereunder, the Chief Human Resources Officer shall appoint a successor. Any successorAdministrator shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of the predecessor.None of the Company, any member of the board of directors of the Company who is not the Chief Human Resources Officer, nor any otherperson shall have any responsibility regarding the retention or removal of the Administrator. 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.4(c) The Investment Fiduciary — The Company, acting through the Exelon Investment Office, shall be the Investment Fiduciary and the“named fiduciary” of the Plan, within the meaning of such term as used in ERISA, solely with respect to matters involving the investment ofassets of the Plan and, any contrary provision of the Plan notwithstanding, in all events subject to the limitations contained in section 404(a)(2) ofERISA and all other applicable limitations. The Investment Fiduciary shall have the following duties, responsibilities and rights:(i) The Investment Fiduciary shall be the “named fiduciary” for purposes of directing the Trustee as to the investment of amountsheld in the Trust Fund and for purposes of appointing one or more investment managers as described in ERISA.(ii) The Investment Fiduciary shall submit to the Corporate Investment Committee annual manager review results and such otherreports and documents as may be necessary for the Corporate Investment Committee to monitor the activities and performance of theInvestment Fiduciary.(iii) Each Employer shall, from time to time, upon request of the Investment Fiduciary, furnish to the Investment Fiduciary suchdata and information as the Investment Fiduciary shall require in the performance of its duties.6.4(d) The Corporate Investment Committee — The Corporate Investment Committee shall be responsible for overall monitoring of theperformance of the Investment Fiduciary. The Corporate Investment Committee shall have the following duties, responsibilities and rights:(i) The Corporate Investment Committee shall monitor the activities and performance of the Investment Fiduciary and shall reviewannual manager review results and any other reports and documents submitted by the Investment Fiduciary.(ii) The Corporate Investment Committee shall have authority to approve asset allocation recommendations of the InvestmentFiduciary, and approve the retention or firing of any investment consultant (but not any investment manager), custodian or trustee, asrecommended by the Investment Fiduciary.(iii) The Corporate Investment Committee shall have the right at any time, with or without cause, to remove one or more employeesof the Exelon Investment Office or to appoint another person or committee to act as Investment Fiduciary. Any successor InvestmentFiduciary shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of thepredecessor.The power and authority of the Corporate Investment Committee with respect to the Plan shall be limited solely to the monitoring andremoval of the Investment Fiduciary and approval of the recommendations specified in clause (ii) above. The Corporate Investment Committeeshall have no responsibility for making investment decisions, appointing or firing investment managers or for any other duties or responsibilitieswith respect to the Plan, other than those specifically listed herein. 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.4(e) Status of Administrator, the Investment Fiduciary and the Corporate Investment Committee — The Administrator, any person actingas, or on behalf of, the Investment Fiduciary, and any member of the Corporate Investment Committee may, but need not, be an Employee, trusteeor officer of an Employer and such status shall not disqualify such person from taking any action hereunder or render such person accountablefor any distribution or other material advantage received by him or her under this Plan, provided that no Administrator, person acting as, or onbehalf of, the Investment Fiduciary, or any member of the Corporate Investment Committee who is a Participant shall take part in any action ofthe Administrator or the Investment Fiduciary on any matter involving solely his or her rights under this Plan.6.4(f) Notice to Trustee of Members — The Trustee shall be notified as to the names of the Administrator and the person or personsauthorized to act on behalf of the Investment Fiduciary.6.4(g) Allocation of Responsibilities. Each of the Administrator, the Investment Fiduciary and the Corporate Investment Committee mayallocate their respective responsibilities and may designate any person, persons, partnership or corporation to carry out any of suchresponsibilities with respect to the Plan. Any such allocation or designation shall be reduced to writing and such writing shall be kept with therecords of the Plan.6.4(h) General Governance — Each of the Administrator, the Investment Fiduciary and the Corporate Investment Committee may act at ameeting or by written consent approved by a majority of its respective members, as applicable. The Corporate Investment Committee shall electone of its members as chairman and appoint a secretary, who may or may not be a member of such Committee. The secretary of the CorporateInvestment Committee shall keep a record of all meetings and forward all necessary communications to the Employers or the Trustee. Alldecisions of the Corporate Investment Committee shall be made by the majority, including actions taken by written consent. The Administrator,the Investment Fiduciary and the Corporate Investment Committee may adopt such rules and procedures as it deems desirable for the conduct ofits affairs, provided that any such rules and procedures shall be consistent with the provisions of the Plan.6.4(i) Indemnification — The Employers hereby jointly and severally indemnify the Administrator, the persons employed in the ExelonInvestment Office, the members of the Corporate Investment Committee, the Chief Human Resources Officer, and the directors, officers andemployees of the Employers and each of them, from the effects and consequences of their acts, omissions and conduct in their official capacitywith respect to the Plan (including but not limited to judgments, attorney fees and costs with respect to any and all related claims, subject to theCompany’s notice of and right to direct any litigation, select any counsel or advisor, and approve any settlement), except to the extent that sucheffects and consequences result from their own willful misconduct. The foregoing indemnification shall be in addition to (and secondary to) suchother rights such persons may enjoy as a matter of law or by reason of insurance coverage of any kind. 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.4(j) No Compensation. None of the Administrator, any person employed in the Exelon Investment Office nor any member of theCorporate Investment Committee may receive any compensation or fee from the Plan for services as the Administrator, Investment Fiduciary or amember of the Corporate Investment Committee; provided, however that nothing contained herein shall preclude the Plan from reimbursing theCompany or any Affiliate for compensation paid to any such person if such compensation constitutes “direct expenses” for purposes of ERISA.The Employers shall reimburse the Administrator, the persons employed in the Exelon Investment Office and the members of the CorporateInvestment Committee for any reasonable expenditures incurred in the discharge of their duties hereunder.6.4(k) Employ of Counsel and Agents. The Administrator, the Investment Fiduciary and the Corporate Investment Committee may employsuch counsel (who may be counsel for an Employer) and agents and may arrange for such clerical and other services as each may require incarrying out its respective duties under the Plan.6.5 Claims Procedure. Any Participant or distributee who believes he or she is entitled to benefits in an amount greater than those which heor she is receiving or has received may file a claim with the Administrator. Such a claim shall be in writing and state the nature of the claim, thefacts supporting the claim, the amount claimed, and the address of the claimant. The Administrator shall review the claim and, unless specialcircumstances require an extension of time, within 90 days after receipt of the claim, give notice to the claimant, either in writing by registered orcertified mail or in an electronic notification, of the Administrator’s decision with respect to the claim. Any electronic notice delivered to theclaimant shall comply with the standards imposed by applicable Regulations. If the Administrator determines that special circumstances requirean extension of time for processing the claim, the claimant shall be so advised in writing within the initial 90-day period and in no event shallsuch an extension exceed 90 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date bywhich the Administrator expects to render the benefit determination. The notice of the decision of the Administrator with respect to the claim shallbe written in a manner calculated to be understood by the claimant and, if the claim is wholly or partially denied, the Administrator shall notifythe claimant of the adverse benefit determination and shall set forth the specific reasons for the adverse determination, the references to the specificPlan provisions on which the determination is based, a description of any additional material or information necessary for the claimant to perfectthe claim, an explanation of why such material or information is necessary, and a description of the claim review procedure under the Plan andthe time limits applicable to such procedures, including a statement of the claimant’s right (subject to the limitations described in Section 8.9(relating to statute of limitations for actions under the Plan) and 8.10 (relating to forum for legal actions under the Plan)) to 9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.bring a civil action under section 502 of ERISA following an adverse benefit determination on review. The Administrator shall also advise theclaimant that the claimant or the claimant’s duly authorized representative may request a review by the Chief Human Resources Officer (or suchother officer designated from time to time by the Chief Human Resources Officer) of the adverse benefit determination by filing with such officer,within 60 days after receipt of a notification of an adverse benefit determination, a written request for such review. The claimant shall be informedthat, within the same 60-day period, he or she (a) may be provided, upon request and free of charge, reasonable access to, and copies of, alldocuments, records and other information relevant to the claimant’s claim for benefits and (b) may submit to the officer written comments,documents, records and other information relating to the claim for benefits. If a request is so filed, review of the adverse benefit determinationshall be made by the officer within, unless special circumstances require an extension of time, 60 days after receipt of such request, and theclaimant shall be given written notice of the officer’s final decision. If the officer determines that special circumstances require an extension of timefor processing the claim, the claimant shall be so advised in writing within the initial 60-day period and in no event shall such an extension exceed60 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the officer expects torender the determination on review. The review of the officer shall take into account all comments, documents, records and other informationsubmitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefitdetermination. The notice of the final decision shall include specific reasons for the determination and references to the specific Plan provisions onwhich the determination is based and shall be written in a manner calculated to be understood by the claimant.6.6 Notices to Participants, Etc. — All written notices, reports and statements given, made, delivered or transmitted to a Participant orBeneficiary or any other person entitled to or claiming benefits under the Plan shall be deemed to have been duly given, made or transmitted whenmailed by first class mail with postage prepaid and addressed to the Participant or Beneficiary or such other person at the address last appearingon the records of the Administrator. A Participant or Beneficiary or other person may record any change of his or her address from time to time bywritten notice filed with the Administrator.6.7 Responsibility to Advise Administrator of Current Address — Each person entitled to receive a payment under the Plan shall file withthe Administrator in writing his or her complete mailing address and each change therein. A check or communication mailed to any person at hisor her address on file with the Administrator shall be deemed to have been received by such person for all purposes of the Plan, and neither theAdministrator, the Employers nor the Trustee shall be obliged to search for or ascertain the location of any person. If the Administrator shall be indoubt as to whether payments are being received by the person entitled thereto, it shall, by registered mail addressed to the person concerned at hisor her last address known to the Administrator, notify such person that all future Pension payments will be withheld until such person submits tothe Administrator evidence of his or her continued life and his or her proper mailing address. 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.8 Notices to the Firm or Administrator — Written directions, notices and other communications from Participants or Beneficiaries or anyother persons entitled to or claiming benefits under the Plan to the Employers or the Administrator shall be deemed to have been duly given, madeor transmitted either when delivered to such location as shall be specified upon the form prescribed by the Administrator for the giving of suchdirections, notices and other communications or when mailed by first class mail with postage prepaid and addressed to the addressee at theaddress specified upon such forms.6.9 Records. Each of the Administrator, the Investment Fiduciary and the Corporate Investment Committee shall keep a record of all oftheir respective proceedings, if any, and shall keep or cause to be kept all books of account, records and other data as may be necessary oradvisable in their respective judgment for the administration of the Plan, the administration of the investments of the Plan or the monitoring of theinvestment activities of the Plan, as applicable.6.10 Actuary to be Employed — The Company or the Investment Fiduciary shall engage an actuary to do such technical and advisorywork as the Company or the Investment Fiduciary may request, including analyses of the experience of the Plan from time to time, the preparationof actuarial tables for the making of computations thereunder, and the submission to the Company or the Investment Fiduciary of an annualactuarial report, which report shall contain information showing the financial condition of the Plan, a statement of the contributions to be made bythe Employers for the ensuing year, and such other information as may be requested by the Company or the Investment Fiduciary.6.11 Electronic Media — Notwithstanding any provision of the Plan to the contrary and for all purposes of the Plan, to the extent permittedby the Administrator and any applicable law or Regulation, the use of electronic technologies shall be deemed to satisfy any written notice,consent, delivery, signature, disclosure or recordkeeping requirement under the Plan, the Code or ERISA to the extent permitted by or consistentwith applicable law and Regulations. Any transmittal by electronic technology shall be deemed delivered when successfully sent to the recipient, orsuch other time specified by the Administrator.6.12 Correction of Error — If it comes to the attention of the Administrator that an error has been made in the amount of benefits payable,or paid, to any Participant or Beneficiary under the Plan, the Administrator shall be permitted to correct such error by whatever means that theAdministrator, in its sole discretion determines, including by offsetting future benefits payable to the Participant or Beneficiary or requiringrepayment of benefits to the Plan, except that no adjustment need be made with respect to any Participant or Beneficiary whose benefit has beendistributed in full prior to the discovery of such error. 11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.7. Effective on and after of the Effective Time, Section 7.1 shall be deleted in its entirety, and shall be replaced as follows:7.1 Contributions and Funding Policy — No contributions from any Participant shall be required or permitted under the Plan. TheCompany shall establish a funding policy and method consistent with the objectives of the Plan and the requirements of Title I of ERISA andshall communicate such policy and method, and any changes in such policy and method, to the Investment Fiduciary. Forfeitures arising underthis Plan shall be applied to reduce the expenses of Plan administration, not to increase the benefits otherwise payable to Participants.8. Effective on and after the Effective Time, Section 8.2(a) shall be amended to delete the third paragraph thereof.9. Article VIII of the Plan is amended by adding the following new Sections 8.8 at the end thereof:8.8. Certain Rehired Employees. Notwithstanding anything contained herein to the contrary, an individual who is reemployed by an Employerafter December 19, 2012 and has received a Special Lump Sum Payment or an Immediately Commencing Annuity in accordance with Section 3.6 shallnot be eligible to become a Participant pursuant to Article 1.10. Effective on and after the Effective Time, Article VIII of the Plan is amended by adding the following new Sections 8.9, 8.10, 8.11, and 8.12 at theend thereof, as follows:8.9 Expenses. The expenses of the Trustee in the administration of the Trust Fund, including compensation, if any, to the Trustee for itsservices, shall be paid by the Company or the Employers. All costs and expenses incurred in the operation of the Trust Fund, to the extent notdescribed in the preceding sentence, and all costs and expenses incurred in the operation of the Plan or the Trust Fund, as applicable, including,but not limited to, “direct expenses” incurred in 12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.administering the Plan and the Trust Fund (including compensation paid to any employee of an Employer or an Affiliate who is engaged in theadministration of the Plan or the Trust Fund), the expenses of the Administrator, the Investment Office and the Corporate Investment Committee,the fees of counsel and any agents for the Trustee, the Administrator, the Investment Office or the Corporate Investment Committee, and the feesof investment managers that manage assets of the Trust Fund, as applicable, shall be paid by the Trustee from the Trust Fund in suchproportion as the Investment Office, in its sole discretion, shall determine, to the extent such expenses are not paid by the Employers and to theextent permitted under ERISA, Regulations and other applicable laws. Notwithstanding the foregoing, the Administrator or the Investment Officemay authorize an Employer to act as an agent of the Plan to pay any expenses, and the Employer shall be reimbursed from the Trust Fund forsuch payments.8.10 Statute of Limitations for Actions under the Plan. Except for actions to which the statute of limitations prescribed by section 413 ofERISA applies, (a) no legal or equitable action relating to a claim for benefits under section 502 of ERISA may be commenced later than one yearafter the claimant receives a final decision from the Chief Human Resources Officer (or such other officer designated from time to time by theChief Human Resources Officer) in response to the claimant’s request for review of the adverse benefit determination and (b) no other legal orequitable action involving the Plan may be commenced later than two years from the time the person bringing an action knew, or had reason toknow, of the circumstances giving rise to the action. This provision shall not be interpreted to extend any otherwise applicable statute oflimitations, nor to bar the Plan or its fiduciaries from recovering overpayments of benefits or other amounts incorrectly paid to any person underthe Plan at any time or bringing any legal or equitable action against any party.8.11 Forum for Legal Actions under the Plan. Any legal action involving the Plan that is brought by any Participant, any Beneficiary or anyother person shall be litigated in the federal courts located in District of Maryland, and no other federal or state court.8.12 Legal Fees. Any award of legal fees in connection with an action involving the Plan shall be calculated pursuant to a method thatresults in the lowest amount of fees being paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees beawarded for work related to (a) administrative proceedings under the Plan, (b) unsuccessful claims brought by a Participant, Beneficiary or anyother person, or (c) actions that are not brought under ERISA. In calculating any award of legal fees, there shall be no enhancement for the risk ofcontingency, nonpayment or any other risk nor shall there be applied a contingency multiplier or any other multiplier. In any action brought by aParticipant, Beneficiary or any other person against the Plan, the Administrator, any member of the Exelon Investment Office, any member of theCorporate Investment Committee, the Chief Human Resources Officer, any Plan fiduciary, the Company, its affiliates or their respective officers,directors, employees, or agents (the “Plan Parties”), legal fees of the Plan Parties in connection with such action shall be paid by the Participant,Beneficiary or other person bringing the action, unless the court specifically finds that there was a reasonable basis for the action. 13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.11. Effective on and after the Effective Time, Section 9.1 and 9.2 shall be deleted in their entirety, and shall be replaced as follows9.1 Amendment — The Board of Directors of the Company (or a committee thereof) may at any time and from time to time amend ormodify this Plan in any manner deemed by the board of directors of the Company to be necessary or desirable, provided, however, that in thecase of any amendment or modification that would not result in an aggregate annual cost to the Company of more than $50,000,000, the Plan maybe amended or modified by action of the Chief Human Resources Officer (with the consent of the Chief Executive Officer in the case of adiscretionary amendment or modification expected to result in an increase in annual expense or liability account balance exceeding $250,000) oranother executive officer holding title of equivalent or greater responsibility and, provided further, that no amendment shall be made that is notconsistent with any applicable collective bargaining agreement. Any such amendment or modification shall become effective on such date as theBoard (or committee thereof) or executive shall determine and may apply to Participants in this Plan at the time thereof as well as to futureParticipants, provided, however, that, unless permitted by applicable law, no such amendment or modification which reduces the basis for thecomputation of benefits shall be retroactive as to service prior to the date of such amendment or modification.9.2 Termination9.2(a) Termination of the Plan by an Employer. The Company may at any time, by resolution adopted by its board of directors, terminatethis Plan in its entirety. In addition, any Employer may at any time terminate its participation in this Plan by resolution adopted by its board ofdirectors to that effect. Contributions of an Employer to the Plan are conditioned on the receipt from the Internal Revenue Service of an initialfavorable determination letter that this Plan and the Trust as adopted by the Company meets the requirements of section 401(a) of the Code andthat the Trust is exempt from tax under section 501(a) of the Code, and if the Internal Revenue Service shall refuse to issue such letter, anyEmployer may terminate its participation in this Plan and direct the Trustee to pay and deliver to that Employer the portion of the Trust applicableto its contributions.9.2(b) Vesting and Distribution Upon Termination or Partial Termination. Upon termination or partial termination of the Plan, the benefitas of the date of termination or partial termination, as the case may be, of all affected Participants shall be fully vested; provided, however, thatfull vesting shall be required with respect to a termination or partial termination only to the extent the Plan is then funded. 14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Allocation and distribution of the terminated portion of the Trust Fund shall thereafter be made in accordance with the applicable requirements ofERISA and the Code and with any applicable approval of the Pension Benefit Guaranty Corporation (the “PBGC”). If the Administrator isnotified by PBGC that PBGC is unable to determine that the Trust Fund is sufficient to discharge when due all obligations of the Plan withrespect to benefits guaranteed by PBGC pursuant to section 4022 of ERISA, then the allocation and distribution of such portion of the Trust shallbe made only under the direction of PBGC or a United States district court pursuant to section 4044 of ERISA.In the event that, after the termination of the Plan, any assets remain after such allocation, such assets shall be paid to the Company. The portionof the assets allocated to provide benefits to any person or group of persons may be applied for the benefit of such person or persons by thedistribution of cash, continuance of the Trust, establishment of a new Trust, purchase of annuities from an insurance company, or otherwise, asdetermined by the Investment Fiduciary in its sole discretion; provided, however, that the benefit of any Participant or former Participant who ismarried and has satisfied the vesting requirement shall, unless such person shall elect otherwise, be paid in the form set forth in the Plan relatingto manner of distribution with respect to married Participants and, if the surviving Spouse of a deceased Participant or deceased formerParticipant is entitled to receive a benefit pursuant to the Plan provisions relating to manner of distribution with respect to married Participants orto pre-retirement death benefits, as the case may be, such benefit shall, unless such person shall elect otherwise, be paid in the form set forththerein.Contributions of an Employer to the Plan are conditioned on the receipt from the Internal Revenue Service of an initial favorable determinationletter that the Plan and Trust Fund as adopted by the Company meet the requirements of section 401(a) of the Code and that the Trust is exemptfrom tax under section 501(a) of the Code, and, in the event that the Internal Revenue Service shall refuse to issue such letter, the Company mayterminate the Plan and shall direct the Trustee to pay and deliver the Trust to the Company.12. Effective on and after the Effective Time, the text of Appendix A-2 of the Plan is deleted and replaced as follows: “Reserved,” and all references to the“Administrative Committee” shall be deleted. 15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.13c. Effective on and after the Effective Time, Appendix A-13 is amended by replacing the entirety of the text as follows:A-13 “Company” means Exelon Corporation, and its successor and assigns.14. Effective on and afterthe Effective Time, Appendix A-16 is amended by replacing the entirety of the text as follows:A-16 “Disability Plan” means the Constellation Energy Group, Inc. Long-Term Disability Plan, the Exelon Corporation Long TermDisability Plan, or any successor plan.15. Effective on and after November 30, 2012, Appendix A-20 is amended by adding the following at the end thereof:For employees who employees who were Transferred Employees as that term is defined in the Purchase and Sale Agreement by and betweenConstellation Power Source Generation, Inc. as Seller, and Raven Power Holdings LLC as Buyer, dated as of August 8, 2012, Credited Servicefor purposes of determining the Early Retirement Adjustment Factor shall include all time periods while employed by the Buyer, and dit for ageattained during employment with the Buyer until such time as the Transferred Employee elects to receive benefits under the Plan; and (ii)16. Effective on and after the Effective Time, a new Appendix A-20a shall be added immediately following Appendix A-20 as follows:A-20a “Effective Time” means the effective time of the transaction that is the subject of the Merger Agreement, as such term is defined in theMerger Agreement. 16Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.17. Effective on and after the Effective Time, Appendix A-21 shall be amended by adding a sentence after the first sentence as follows:Effective as of the Effective Time, Employee shall not include any person who was: (i) employed immediately prior to the Effective Time atExelon or a facility owned immediately before the Effective Time by Exelon or (ii) initially employed on or after the Effective Time at a facilityowned immediately before the Effective Time by Exelon.18. Effective on and after the Effective Time, the text of Appendix A-24a is deleted and replaced as follows, and all references to the “Executive Group”shall be deleted.A-24a “Exelon” means Exelon Corporation and any of its affiliates that was an affiliate immediately before the Effective Time.19. Appendix A-21 of the Plan is amended by adding the following new sentence at the end thereof:Notwithstanding anything contained herein to the contrary, an Employee shall not include an individual who has received a Special Lump SumPayment or an Immediately Commencing Annuity in accordance with Section 3.6.20. Appendix A-29 of the Plan is amended by inserting the following new sentence at the end thereof:Notwithstanding the foregoing, a Participant shall not be entitled to any amount payable from the Trust under the Plan following the Participant’sreceipt of a Special Lump Sum Payment within the meaning of Section 3.6.21. Effective on and after the Effective Time, Appendix A-30 is amended by replacing the entirety of its text as follows:A-30 “Investment Fiduciary” means the Company acting through the Exelon Investment Office. 17Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.22. Effective on and after the Effective Time, a new Appendix A-30a shall be added immediately following Appendix A-30 as follows:A-30a “Merger Agreement” means that Agreement and Plan of Merger, dated as of April 28, 2011, by and among Exelon Corporation, BoltAcquisition Corporation and Constellation Energy Group, Inc.23. Appendix A-35 of the Plan is amended by adding the following new sentence at the end thereof:An individual shall cease to be a Participant upon the date the individual is no longer eligible to receive a benefit from this Plan (including, withoutlimitation, upon his or her receipt of a Special Lump Sum Payment as defined in Section 3.6) or upon the individual’s Severance From ServiceDate if the individual is not eligible to receive a benefit from this Plan.24. Effective January 1, 2013, Appendix A-35 of the Plan is amended by adding the following sentence to the end thereof:No Employee hired on or after January 1, 2013 shall be a Participant, with the exception of Employees of the Employer set forth inAppendix G.25. Effective on and after the Effective Time, Appendix A-38 of the Plan is amended by replacing the entirety of the text as follows:A-38“Plan Administrator” means the Director, Employee Plans and Programs of the Company (or the position succeeding to that function).26. Appendix A-44 of the Plan is amended by inserting the following new sentence before the last sentence of the first paragraph therein:For distributions with a Benefit Commencement Date on or after December 1, 2012, other than as set forth in Section 3.6, the interest rate shall bethe rate as defined in Section 417(e)(3)(C) of the Code for the fifth month preceding the calendar year in which such distribution is made orcommences; provided, however, that the rate as defined in Section 417(e)(3)(C) of the Code for the month in which such distribution is made orcommences shall be used if more favorable to the distributee during the period beginning December 1, 2012 through December 1, 2013. 18Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.27. Effective as of the June 1, 2012, Appendix A-45 is amended by replacing the entirety of the text as follows:A-45 “Trustee” means the Northern Trust Company or any successor Trustee appointed by the Board of Directors.28. Appendix G shall be deleted in its entirety, and replaced with a new Appendix G, attached hereto.***** 19Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, Exelon Corporation has caused this instrument to be executed by its duly authorized officer on this day of , 2012. CONSTELLATION ENERGY GROUP, INC.By: Amy E. BestSenior Vice President andChief Human Resource Officer 20Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX GDESIGNATED SUBSIDIARIESEmployees of the following subsidiary are eligible to participate in the Plan on the same terms and conditions as set forth therein, except as otherwise providedbelow:BGE Home Products and Services, LLC:a. An individual who is a Participant on December 31, 1999 and an Employee of BGE Home Products & Services, Inc. on January 1,2000, is subject to 1.2 of the Plan except that PEP is modified as described in b. below. Notwithstanding the preceding sentence, an individualwho is an Employee of Constellation Energy Source, Inc. on December 31, 1999, who transfers to BGE Home Products & Services, Inc.effective January 1, 2000, and was hired by Constellation Energy Source, Inc. after December 31, 1994, shall participate in PEP as modified inb. below. An individual who is a Participant in the Traditional Pension Plan after December 31, 1999 by reason of the preceding will ceaseparticipating in the Traditional Plan once he/she ceases to earn Credited Service. If such an individual again earns Credited Service, he/she shallparticipate in PEP as modified in b. below. All other individuals shall participate in PEP as modified in b. below.b. Participants who are Employees of BGE Home Products & Services, Inc. shall have the following modifications to PEP:(i) A Participant’s Total Pension Credits in Appendix A for the period of time during which the Participant is employed by BGE HomeProducts & Services, Inc. shall equal the sum of (1) 0.025 times the Credited Service earned in each Plan Year prior to the Plan Year inwhich the Participant reaches age 40, (2) 0.05 times the Credited Service earned in each Plan Year after the Plan Year in which theParticipant reaches age 39 and before the Plan Year in which the Participant reaches age 50, and (3) 0.075 times the Credited Serviceearned in each Plan Year after the Participant reaches age 49.(ii) The only form of pension payments that a Participant may elect under PEP pursuant to 3.1(b) is monthly installments; lump sumpayment is not available except if pursuant to the automatic lump sum cash-out provisions of 3.3(e); 3.3(h) therefore is not applicable.This (ii) is not applicable to a Participant who accrued any benefits under PEP while employed by an Employer whose EmployeeParticipants were eligible to elect under PEP pursuant to 3.1(b) a lump sum, and then after January 1, 2000 transferred 21Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.employment to BGE Home Products & Services, Inc. This (ii) is not applicable to a Participant who received benefits under the SpecialWindow for Employees Employed by BGE Home (as part of BGE Home’s closing of its retail appliance and merchandise stores and thereorganization of BGE Home because of that closing) under the Constellation Energy Group, Inc. Severance Plan.(iii) The Preretirement Survivor Benefit under 5.8 may be paid as a lump sum.(iv) The third sentence in the definition of Annuity Factor in Appendix A is not applicable unless the Participant transferred employmentto BGE Home Products & Services, Inc. after January 1, 2000, and was eligible for Early Retirement under 2.2 at the time he/she wasemployed by the Company or a subsidiary listed in this Appendix G other than BGE Home Products & Services, Inc. or BGECommercial Building Systems, Inc.Employees of the following subsidiaries who were hired prior to January 1, 2013 are eligible to participate in the Plan on the same terms and conditions setforth therein, except as set forth below.Constellation Power, Inc.Constellation Energy Commodities Group, Inc. (formerly known as Constellation Power Source, Inc.) Constellation Power Source Generation, Inc.Constellation Energy Source, Inc.BGE Home Products and Services, LLC (formerly known as BGE Home Products and Services, Inc.)1 1 a. An individual who is a Participant on December 31, 1999 and an Employee of BGE Home Products & Services, Inc. on January 1, 2000, is subject to1.2 of the Plan except that PEP is modified as described in b. below. Notwithstanding the preceding sentence, an individual who is an Employee ofConstellation Energy Source, Inc. on December 31, 1999, who transfers to BGE Home Products & Services, Inc. effective January 1, 2000, and washired by Constellation Energy Source, Inc. after December 31, 1994, shall participate in PEP as modified in b. below. An individual who is a Participantin the Traditional Pension Plan after December 31, 1999 by reason of the preceding will cease participating in the Traditional Plan once he/she ceases toearn Credited Service. If such an individual again earns Credited Service, he/she shall participate in PEP as modified in b. below. All other individualsshall participate in PEP as modified in b. below. b. Participants who are Employees of BGE Home Products & Services, Inc. shall have the following modifications to PEP: (i) A Participant’s Total Pension Credits in Appendix A for the period of time during which the Participant is employed by BGE Home Products &Services, Inc. shall equal the sum of (1) 0.025 times the Credited Service earned in each Plan Year prior to the Plan Year in which the Participant reachesage 40, (2) 0.05 times the Credited Service earned in each Plan Year after the Plan Year in which the Participant reaches age 39 and before the Plan Year inwhich the Participant reaches age 50, and (3) 0.075 times the Credited Service earned in each Plan Year after the Participant reaches age 49. (ii) The only form of pension payments that a Participant may elect under PEP pursuant to 3.1(b) is monthly installments; lump sum payment is notavailable except if pursuant to the automatic lump sum cash-out provisions of 3.3(e); 3.3(h) therefore is not applicable. This (ii) is not applicable to aParticipant who accrued any benefits under PEP while employed by an Employer whose Employee Participants were eligible to elect under PEP pursuant to3.1(b) a lump sum, and then after January 1, 2000 transferred employment to BGE Home Products & Services, Inc. This (ii) is not applicable to aParticipant who received benefits under the Special Window for Employees Employed by BGE Home (as part of BGE Home’s closing of its retail applianceand merchandise stores and the reorganization of BGE Home because of that closing) under the Constellation Energy Group, Inc. Severance Plan. (iii) The Preretirement Survivor Benefit under 5.8 may be paid as a lump sum. (iv) The third sentence in the definition of Annuity Factor in Appendix A is not applicable unless the Participant transferred employment to BGE HomeProducts & Services, Inc. after January 1, 2000, and was eligible for Early Retirement under 2.2 at the time he/she was employed by the Company or asubsidiary listed in this Appendix G other than BGE Home Products & Services, Inc. or BGE Commercial Building Systems, Inc. 22Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.BGE Commercial Building Systems, Inc.2 2 a. An individual who is a Participant on December 31, 1999 and an Employee of BGE Commercial Building Systems, Inc. on January 1, 2000, is subjectto 1.2 of the Plan except that PEP is modified as described in b. below. An individual who is a Participant in the Traditional Pension Plan afterDecember 31, 1999 by reason of the preceding sentence will cease participating in the Traditional Plan once he/she ceases to earn Credited Service. If suchan individual again earns Credited Service, he/she shall participate in PEP as modified in b. below. All other individuals shall participate in PEP asmodified in b. below. b. Participants who are Employees of BGE Commercial Building Systems, Inc. shall have the following modifications to PEP: (i) A Participant’s Total Pension Credits in Appendix A for the period of time during which the Participant is employed by BGE Commercial BuildingSystems, Inc. shall equal the sum of (1) 0.025 times the Credited Service earned in each Plan Year prior to the Plan Year in which the Participant reachesage 40, (2) 0.05 times the Credited Service earned in each Plan Year after the Plan Year in which the Participant reaches age 39 and before the Plan Year inwhich the Participant reaches age 50, and (3) 0.075 times the Credited Service earned in each Plan Year after the Participant reaches age 49. (ii) The only form of pension payments that a Participant may elect under PEP pursuant to 3.1(b) is monthly installments; lump sum payment is notavailable except if pursuant to the automatic lump sum cash-out provisions of 3.3(e). 3.3(h) therefore is not applicable. This (ii) is not applicable to aParticipant who accrued any benefits under PEP while employed by an Employer whose Employee Participants were eligible to elect under PEP pursuant to3.1(b) a lump sum, and then after January 1, 2000 transferred employment to BGE Commercial Building Systems, Inc. The Preretirement SurvivorBenefit under 5.8 may be paid as a lump sum. (iii) The third sentence in the definition of Annuity Factor in Appendix A is not applicable unless the Participant transferred employment to BGECommercial Building Systems, Inc. after January 1, 2000, and was eligible for Early Retirement under 2.2 at the time he/she was employed by theCompany or a subsidiary listed in this Appendix G other than BGE Home Products & Services, Inc. or BGE Commercial Building Systems, Inc. 23Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Baltimore Gas and Electric Company3Constellation Nuclear Services, Inc.Constellation Generation Group, LLCConstellation Operating Services, Inc.; Constellation Operating Services; COSI Central Wayne, Inc. (Employees represented by a union under a collectivebargaining agreement are not eligible to participate); COSI Synfuels, Inc.; COSI Sunnyside, Inc.; COSI Puna, Inc.; PCI Operating Company Partnership4 3 With respect to an Employee of the Comfort Link division of Baltimore Gas and Electric Company, only individuals who are both a Participant onDecember 31, 1999 and an Employee of the Comfort Link division of Baltimore Gas and Electric Company on January 1, 2000, shall be eligible toparticipate in the Plan. Notwithstanding anything in the Plan to the contrary, the Vice-Chairman of Baltimore Gas and Electric Company will not be eligibleto participate in this Plan.4 Employees of each listed subsidiary are eligible for participation in PEP effective January 1, 2003. For purposes of 4.2, Vesting Service shall be computed using as the Employment Commencement Date the date on which an Employee first performed anhour of service for the subsidiary. However, if the Participant was an Employee on January 1, 2003 and was employed by one of the following entities onthe day immediately preceding the date the Employee became employed by the subsidiary, by A/C Power or by Trona Operating Partners, G.P. (or one oftheir subsidiaries), the Employment Commencement Date shall be the date on which the Employee first performed an hour of service for such entity (but inno event prior to any date noted in parentheses below): Malacha Power Project, Inc. Sunnyside Operating Associates Niagara Mohawk Power Corporation Consolidated Edison Company of New York (but only if the Employee was hired by COSI Astoria after August 20, 1999) OESI Power (but only if the Employee was transferred to Constellation Operating Services, Inc. or one of its subsidiaries from OESI Power on January 6,1993) Kerr McGee Corporation—(but only if the Employee became an employee of Constellation Operating Services, Inc., A/C Power, or Trona OperatingPartners, G.P. on December 1, 1990) Ahlstrom Pyropower (or any other employer wholly or partially owned directly or indirectly, by Ahlstrom Pyropower (or any successor thereto)) Ultrasystems, Inc. Hadson Corporation LG&E Power, Inc LUZ International U C Operating Services Panther Creek Fuels Company Nevada Operations, Inc. Central Wayne County Sanitation Authority U. S. Generating (COSI Carr Street) Ormat Energy Systems, Inc. Ormat Systems, Inc. Baltimore Gas and Electric Company (or any other employer wholly or partially owned directly or indirectly, by Baltimore Gas and Electric Company (orany successor thereto)) A/C Power For purposes of 2.1 and A-31, Vesting Service shall be used instead of Credited Service to determine whether a Participant is eligible for Normal Retirement. For purposes of 2.2 and A-19, Vesting Service shall be used instead of Credited Service to determine whether a Participant is eligible for Early Retirement. For purposes of 4.3, Credited Service shall only include months beginning on or after January 1, 2003 during which an Employee works at least one hourfor the Employer while classified as a Full-Time Employee. 24Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Constellation NewEnergy, Inc5 5 Effective April 1, 2011. For purposes of Section 4.2, Vesting Service shall be computed using as the Employment Commencement Date the date onwhich the Employee first performed an hour of service for this subsidiary. For purposes of Section 4.3, Credited Service for work performed as anEmployee of this subsidiary shall only include months beginning on or after April 1, 2011 during which the Employee works at least one hour whileclassified as a Full-Time Employee. 25Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.CNE Gas Holdings, Inc.6Exelon Business Services Corporation7Exelon Generation Company, LLC8 6 Effective April 1, 2011. For purposes of Section 4.2, Vesting Service shall be computed using as the Employment Commencement Date the date onwhich the Employee first performed an hour of service for this subsidiary. For purposes of Section 4.3, Credited Service for work performed as anEmployee of this subsidiary shall only include months beginning on or after April 1, 2011 during which the Employee works at least one hour whileclassified as a Full-Time Employee.7 For Employees who were Employees of Constellation Energy Group, Inc. immediately prior to the Effective Time.8 For Employees who were Employees of Constellation Energy Group, Inc. immediately prior to the Effective Time. 26Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.67THIRD AMENDMENT TO THEPENSION PLAN OFCONSTELLATION ENERGY GROUP, INC.(Amended and Restated Effective January 31, 2012)WHEREAS, Exelon Corporation (the “Company”) sponsors the Pension Plan of Constellation Energy Group, Inc. (Amended and Restated EffectiveJanuary 31, 2012) (the “Plan”); andWHEREAS, the Company desires to amend the Plan to reflect additional guidance issued with respect to Section 436 of the Internal Revenue Code of1986, as amended, to clarify the definition of “highly compensated employee” applicable under the Plan, to clarify the benefit formula for rehired employees,to limit participation in the Plan on and after January 1, 2013 and to make certain other changes.NOW, THEREFORE, RESOLVED, that pursuant to the power of amendment contained in Article IX of the Plan, the Plan is amended effectiveJanuary 1, 2013, except as otherwise stated below, as follows:1. Section 1.1 of the Plan is amended to read as follows:1.1 Automatic PEP Participation—Except as provided in 1.2 and the last sentence below, each Full-Time Employee of the Company, or of thosesubsidiaries and affiliates of the Company which are designated by the Board of Directors (as reflected in Appendix G), shall become a Participant inPEP on the date he/she becomes a Full-Time Employee. (Notwithstanding the previous sentence, effective July 23, 2010, Executive Group may designatesuch subsidiaries and affiliates if such designations have less than a $10 million impact on the Plan’s accumulated benefit obligation per designation. Atleast annually, the Company’s Chief Executive Officer shall report all such subsidiary and affiliate designations to the Board of Directors.) In addition,each Employee who is reemployed as a Full-Time Employee of the Company, or those subsidiaries and affiliates of the Company which are designatedby the Board of Directors shall become a Participant in PEP on the date of his/her Adjusted Employment Commencement Date and shall not be eligible toparticipant in the Traditional Pension Plan with respect to his/her period of reemployment. An EmployeeSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.classified in a job description as an On-Call Employee, a leased employee within the meaning of Code Section 414(n)(2), or a co-op, work study orsummer Employee shall not become a Participant in the Plan while classified in the sole judgment of the Employer as an On-Call Employee, a leasedemployee, or a co-op, work study or summer Employee. Notwithstanding anything contained herein to the contrary, no Employee whose EmploymentCommencement Date is on or after January 1, 2013 shall be eligible to participate in the Plan, with the exception of an Employee employed by BGEHome Products & Services, LLC.2. Section 1.2 of the Plan is amended by adding the following new sentence at the end thereof:Notwithstanding anything contained herein to the contrary, a Participant who is reemployed as an Employee shall not be a Participant in the TraditionalPension Plan, and shall not accrue any benefits under the Traditional Pension Plan, with respect to his/her period of reemployment. The Participant’sGross Pension under the Traditional Pension Plan shall be computed based solely on such Participant’s Credited Service and Average Pay during theEmployee’s period of participation in the Traditional Pension Plan.3. The second and third sentences of Section 3.2(d) of the Plan are amended to read as follows:Except as provided in 3.2(e), monthly pension payments shall cease upon the Employer’s reemployment of a Participant as an Employee. If theParticipant’s monthly pension payments cease as provided in the preceding sentence, upon the Participant’s subsequent termination of employment withthe Employer, the Participant’s Gross Pension shall be recalculated and adjusted (including the adjustment described in 3.4(a)) and the Participant shallbe given a new election with respect to the form and timing of his/her pension payments if such election otherwise would be available to the Participant4. Section 3.2 of the Plan is amended by inserting the following new paragraph (e) at the end thereof:3.2(e) Continued Payment of Benefits for Certain Rehired Participants. Notwithstanding anything contained herein to the contrary, a Participantwho is reemployed as an Employee while receiving monthly pension payments may continue receiving such payments during his/her reemployment ifthe Participant executes a written waiver of his/her rights to participate in, and accrue benefits under, the Plan with respect to the Participant’s period ofreemployment. The Gross Pension of a Participant described in this 3.2(e) shall not be recalculated, adjusted or increased upon the Participant’ssubsequent termination of employment and such Participant shall not have an Adjusted Employment Commencement Date for purposes of the Plan. 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5. The first sentence of Section 3.4(a) of the Plan is amended to read as follows:The provisions of this 3.4(a) apply if, as described in 3.2(d), monthly pension payments cease upon the Employer’s reemployment of a Participant asan Employee, and the Participant’s Gross Pension is required to be recalculated and adjusted upon the Participant’s subsequent termination ofemployment with the Employer.6. A new Section 8.13 shall be added immediately following Section 8.12 as follows:8.13 Definition of Highly Compensated Employee for Purposes of Legal Requirements. Wherever applicable for purposes of satisfying legalrequirements applicable to the Plan, the term “highly compensated employee” shall mean any Employee who performs service in the determination yearand who (a) is a 5%-owner (as determined under section 416(i)(1)(A)(iii) of the Code) at any time during the Plan Year or the preceding Plan Year or(b) both (1) is paid compensation in excess of $80,000 (as adjusted for increases in the cost of living in accordance with section 414(q)(1)(B)(ii) of theCode) from an Employer for the preceding Plan Year, and (2) is in the group of employees consisting of the top 20% of the employees of the Employerand its affiliates when ranked on the basis of compensation paid during such preceding Plan Year.7. Appendix A-35 of the Plan is amended by replacing the last sentence thereof with the following new sentence:No Employee whose Employment Commencement Date is on or after January 1, 2013 shall be a Participant, with the exception of an Employeeemployed by BGE Home Products & Services, LLC.8. Effective January 1, 2010, a new Appendix B-4 shall be added immediately following Appendix B-3 as follows:B-4 Benefit Restrictions as a Result of Funding – Notwithstanding any provision of the Plan to the contrary, the following benefit restrictions shallapply if the Plan’s adjusted funding target attainment percentage is at or below the following levels. 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(a) Limitations Applicable If the Plan’s Adjusted Funding Target Attainment Percentage Is Less Than 80%, But Not Less Than 60%. If the Plan’sadjusted funding target attainment percentage for a Plan Year is less than 80% (or would be less than 80% to the extent described in subparagraph (a) 2.below) but is not less than 60%, then the limitations set forth in this paragraph (a) apply1. 50% Limitation on Single Sum Payments, Other Accelerated Forms of Distribution, and Other Prohibited Payments. A Participant orAlternate Beneficiary is not permitted to elect, and the Plan shall not pay, a lump sum distribution or other optional form of distribution thatincludes a prohibited payment with an annuity starting date on or after the applicable section 436 measurement date, and the Plan shall not makeany payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibitedpayment, unless the present value of the portion of the benefit that is being paid in a prohibited payment does not exceed the lesser of: (i)50% of the present value of the benefit payable in the optional form of benefit that includes the prohibited payment; or (ii)100% of the PBGC maximum benefit guarantee amount (as defined in Section 1.436-1(d)(3)(iii)(C) of the Treasury Regulations).The limitation set forth in this subparagraph (a) 1. does not apply to any payment of a benefit which under Section 411(a)(11) of the Codemay be immediately distributed without the consent of the Participant. If an optional form of benefit that is otherwise available under the terms ofthe Plan is not available to a Participant or Alternate Beneficiary as of the annuity starting date because of the application of the requirements ofthis subparagraph (a) 1., the Participant or Alternate Beneficiary is permitted to elect to bifurcate the benefit into unrestricted and restrictedportions (as described in Section 1.436-1(d)(3)(iii)(D) of the Treasury Regulations). The Participant or Alternate Beneficiary may also elect anyother optional form of benefit otherwise available under the Plan at that annuity starting date that would satisfy the 50% limitation described insubparagraph (a) 1. (i) above or the PBGC maximum benefit guarantee amount described in subparagraph (a) 1. (ii) above, or may elect to deferthe benefit in accordance with any general right to defer commencement of benefits under the Plan.2. Plan Amendments Increasing Liability for Benefits. No amendment to the Plan that has the effect of increasing liabilities of the Plan byreason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits becomenonforfeitable shall take effect in a Plan Year if the adjusted funding target attainment percentage for the Plan Year is: (i)Less than 80%; or 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii)80% or more, but would be less than 80% if the benefits attributable to the amendment were taken into account in determining theadjusted funding target attainment percentage.The limitation set forth in this subparagraph (a) 2. does not apply to any amendment to the Plan that provides a benefit increase under a Planformula that is not based on compensation, provided that the rate of such increase does not exceed the contemporaneous rate of increase in theaverage wages of Participants covered by the amendment.(b) Limitations Applicable If the Plan’s Adjusted Funding Target Attainment Percentage Is Less Than 60%. If the Plan’s adjusted funding targetattainment percentage for a Plan Year is less than 60% (or would be less than 60% to the extent described in subparagraph (b) 2. below), then thelimitations in this paragraph (b) apply.1. Single Sums, Other Accelerated Forms of Distribution, and Other Prohibited Payments Not Permitted. A Participant or AlternateBeneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibitedpayment with an annuity starting date on or after the applicable section 436 measurement date, and the Plan shall not make any payment for thepurchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment. Thelimitation set forth in this subparagraph (b) 1. does not apply to any payment of a benefit which under Section 411(a)(11) of the Code may beimmediately distributed without the consent of the Participant.2. Shutdown Benefits and Other Unpredictable Contingent Event Benefits Not Permitted to Be Paid. An unpredictable contingent eventbenefit with respect to an unpredictable contingent event occurring during a Plan Year shall not be paid if the adjusted funding target attainmentpercentage for the Plan Year is: (i)Less than 60%; or (ii)60% or more, but would be less than 60% if the adjusted funding target attainment percentage were redetermined applying anactuarial assumption that the likelihood of occurrence of the unpredictable contingent event during the Plan Year is 100%.3. Benefit Accruals Frozen. Benefit accruals under the Plan shall cease as of the applicable section 436 measurement date. In addition, if thePlan is required to cease benefit accruals under this subparagraph (b) 3., then the Plan is not permitted to be amended in a manner that wouldincrease the liabilities of the Plan by reason of an increase in benefits or establishment of new benefits. 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c) Limitations Applicable If the Plan Sponsor Is In Bankruptcy. Notwithstanding any other provisions of the Plan, a Participant or AlternateBeneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibitedpayment with an annuity starting date that occurs during any period in which the Plan sponsor is a debtor in a case under title 11, United States Code,or similar Federal or state law, except for payments made within a Plan Year with an annuity starting date that occurs on or after the date on which thePlan’s enrolled actuary certifies that the Plan’s adjusted funding target attainment percentage for that Plan Year is not less than 100%. In addition, duringsuch period in which the Plan sponsor is a debtor in a case under title 11, United States Code, or similar Federal or state law, the Plan shall not makeany payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibitedpayment, except for payments that occur on a date within a Plan Year that is on or after the date on which the Plan’s enrolled actuary certifies that thePlan’s adjusted funding target attainment percentage for that Plan Year is not less than 100%. The limitation set forth in this paragraph (c) does notapply to any payment of a benefit which under Section 411(a)(11) of the Code may be immediately distributed without the consent of the Participant.(d) Provisions Applicable After Limitations Cease to Apply.1. Resumption of Prohibited Payments. If a limitation on prohibited payments under subparagraph (a) 1., (b) 1., or (c) of this Sectionapplied to the Plan as of a section 436 measurement date, but that limit no longer applies to the Plan as of a later section 436 measurement date,then that limitation does not apply to benefits with annuity starting dates that are on or after that later section 436 measurement date.2. Resumption of Benefit Accruals. If a limitation on benefit accruals under subparagraph (b) 3. of this Section applied to the Plan as of asection 436 measurement date, but that limitation no longer applies to the Plan as of a later section 436 measurement date, then benefit accrualsshall resume prospectively and that limitation does not apply to benefit accruals that are based on service on or after that later section 436measurement date, except as otherwise provided under the Plan. The Plan shall comply with the rules relating to partial years of participation andthe prohibition on double proration under Department of Labor Regulation Section 2530.204-2(c) and (d).3. Shutdown and Other Unpredictable Contingent Event Benefits. If an unpredictable contingent event benefit with respect to anunpredictable contingent event that occurs during the Plan Year is not permitted to be paid after the occurrence of the event because of the limitationof subparagraph (b) 2. of this Section, but is permitted to be paid later in the same Plan Year (as a result of additional contributions or pursuant tothe enrolled actuary’s certification of the adjusted funding target attainment percentage for the Plan 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Year that meets the requirements of Section 1.436-1(g)(5)(ii)(B) of the Treasury Regulations), then that unpredictable contingent event benefit shallbe paid, retroactive to the period that benefit would have been payable under the terms of the Plan (determined without regard to subparagraph(b) 2. of this Section). If the unpredictable contingent event benefit does not become payable during the Plan Year in accordance with the precedingsentence, then the Plan is treated as if it does not provide for that benefit.4. Treatment of Plan Amendments That Do Not Take Effect. If a Plan amendment does not take effect as of the effective date of theamendment because of the limitation of subparagraph (a) 2. or (b) 3. of this Section, but is permitted to take effect later in the same Plan Year (as aresult of additional contributions or pursuant to the enrolled actuary’s certification of the adjusted funding target attainment percentage for the PlanYear that meets the requirements of Section 1.436-1(g)(5)(ii)(C) of the Treasury Regulations), then the Plan amendment must automatically takeeffect as of the first day of the Plan Year (or, if later, the original effective date of the amendment). If the Plan amendment cannot take effect duringthe same Plan Year, then it shall be treated as if it were never adopted, unless the Plan amendment provides otherwise.(e) Notice Requirement. Written notice to Participants and Beneficiaries shall be provided within 30 days, in accordance with Section 101(j) ofERISA, if the Plan becomes subject to a limitation described in subparagraph (a) 1., (b), or (c) of this Section.(f) Methods to Avoid or Terminate Benefit Limitations. Application of one or more of the benefit limitations set forth in paragraphs (a), (b) and(c) of this Section for a Plan Year may be avoided or terminated through the use of employer contributions, by increasing the amount of Plan assetswhich are taken into account in determining the adjusted funding target attainment percentage and by other methods in accordance with Sections436(b)(2), (c)(2), (e)(2) and (f) of the Code and Section 1.436-1(f) of the Treasury Regulations.(g) Plan Operations for Periods Prior to and After Certification of Plan’s Adjusted Funding Target Attainment Percentage.1. In General. For any period during which a presumption under Section 436(h) of the Code and Section 1.436-1(h) of the TreasuryRegulations applies to the Plan, the limitations under paragraphs (a) through (c) of this Section are applied to the Plan as if the adjusted fundingtarget attainment percentage for the Plan Year were the presumed adjusted funding target attainment percentage determined under the rules ofSection 436(h) of the Code and Section 1.436-1(h)(1), (2), or (3) of the Treasury Regulations. These presumptions are set forth in subparagraphs(g) 2. though (g) 4. below. 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2. Presumption of Continued Underfunding Beginning First Day of Plan Year. If a limitation under paragraph (a), (b) or (c) of this Sectionapplied to the Plan on the last day of the preceding Plan Year, then, commencing on the first day of the current Plan Year and continuing until thePlan’s enrolled actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan Year, or, ifearlier, the date subparagraph (g) 3. or (g) 4. below applies to the Plan: (i)The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the adjusted funding targetattainment percentage in effect on the last day of the preceding Plan Year; and (ii)The first day of the current Plan Year is a section 436 measurement date.3. Presumption of Underfunding Beginning First Day of Fourth Month. If the Plan’s enrolled actuary has not issued a certification of theadjusted funding target attainment percentage for the Plan Year before the first day of the fourth month of the Plan Year and the Plan’s adjustedfunding target attainment percentage for the preceding Plan Year was either at least 60% but less than 70% or at least 80% but less than 90%, or isdescribed in Section 1.436-1(h)(2)(ii) of the Treasury Regulations, then, commencing on the first day of the fourth month of the current Plan Yearand continuing until the Plan’s enrolled actuary issues a certification of the adjusted funding target attainment percentage for the Plan for thecurrent Plan Year, or, if earlier, the date subparagraph (g) 4. below applies to the Plan: (i)The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the Plan’s adjustedfunding target attainment percentage for the preceding Plan Year reduced by 10 percentage points; and (ii)The first day of the fourth month of the current Plan Year is a section 436 measurement date.4. Presumption of Underfunding On and After First Day of 10th Month. If the Plan’s enrolled actuary has not issued a certification of theadjusted funding target attainment percentage for the Plan Year before the first day of the 10th month of the Plan Year (or if the Plan’s enrolledactuary has issued a range certification for the Plan Year pursuant to Section 1.436-1(h)(4)(ii) of the Treasury Regulations but has not issued acertification of the specific adjusted funding target attainment percentage for the Plan by the last day of the Plan Year), then, commencing on thefirst day of the 10th month of the current Plan Year and continuing through the end of the Plan Year: (i)The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be less than 60%; and 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii)The first day of the 10th month of the current Plan Year is a section 436 measurement date.(h) Plan Termination and Other Special Rules.1. Plan Termination. The limitations on prohibited payments in subparagraphs (a) 1., (b) 1., and (c) of this Section do not apply toprohibited payments that are made to carry out the termination of the Plan in accordance with applicable law. Any other limitations under thisSection do not cease to apply as a result of termination of the Plan.2. Special Rules Relating to Unpredictable Contingent Event Benefits and Plan Amendments Increasing Benefit Liability. During any periodin which none of the presumptions under paragraph (g) of this Section apply to the Plan and the Plan’s enrolled actuary has not yet issued acertification of the Plan’s adjusted funding target attainment percentage for the Plan Year, the limitations under subparagraphs (a) 2. and (b) 2. ofthis Section shall be based on the “inclusive presumed adjusted funding target attainment percentage” for the Plan, as such term is described in,and calculated in accordance with the rules of, Section 1.436-1(g)(2)(iii) of the Treasury Regulations.3. Payments Under Social Security Leveling Options. For purposes of determining whether the limitations under subparagraph (a) 1. or(b) 1. of this Section apply to payments under a social security leveling option, within the meaning of Section 436(j)(4)(C)(i) of the Code, theadjusted funding target attainment percentage for a Plan Year shall be determined in accordance with the “Special Rule for Certain Years” underSection 436(j)(3) of the Code and any Treasury Regulations or other published guidance thereunder issued by the Internal Revenue Service.4. Limitation on Benefit Accruals. For purposes of determining whether the accrual limitation under subparagraph (b) 3. of this Sectionapplies to the Plan, the adjusted funding target attainment percentage for a Plan Year shall be determined in accordance with the “Special Rule forCertain Years” under Section 436(j)(3) of the Code (except as provided under section 203(b) of the Preservation of Access to Care for MedicareBeneficiaries and Pension Relief Act of 2010, if applicable).5. Interpretation of Provisions. The limitations imposed by this Section shall be interpreted and administered in accordance withSection 436 of the Code and Section 1.436-1 of the Treasury Regulations.(i) Definitions. The definitions in the following Treasury Regulations apply for purposes of this Section: Section 1.436-1(j)(1) defining adjustedfunding target attainment percentage; Section 1.436-1(j)(2) defining annuity starting date; Section 1.436-1(j)(6) defining prohibited payment;Section 1.436-1(j)(8) defining section 436 measurement date; and Section 1.436-1(j)(9) defining an unpredictable contingent event and an unpredictablecontingent event benefit. 9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(j) Effective Date. The rules in this Section are effective for Plan Years beginning after December 31, 2007.9. Appendix G is amended by adding the following after “Exelon Generation Company, LLC” and adding a footnote corresponding to each item on thelist to read as below:CER Generation, LLCFootnote: Effective April 1, 2008. For purposes of Section 4.2, Vesting Service shall be computed using as the Employment Commencement Datethe date on which the Employee first performed an hour of service for this entity.***** 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, Exelon Corporation has caused this instrument to be executed by its Senior Vice President and Chief Human ResourcesOfficer, on this day of December, 2013. EXELON CORPORATIONBy: Amy E. BestSenior Vice President and Chief Human Resource Officer 11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.68CONSTELLATION ENERGY GROUP, INC.EMPLOYEE SAVINGS PLANAmended and Restated Effective January 31, 2012Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TABLE OF CONTENTS Article I – Purpose and Nature of the Plan 1 1.1 Purpose of the Plan 1 1.2 Nature of the Plan – General 1 1.3 After-Tax and Before-Tax Options 2 1.3(a) After-Tax Option 2 1.3(b) Before-Tax Option 2 1.3(c) Company Matching Contributions 2 1.4 Rollover 3 1.5 Employee Stock Account 3 1.6 Plan Mergers 3 Article II – Eligibility and Participation 4 2.1 Eligibility 4 2.1(a) Eligibility In General 4 2.1(b) Eligibility After Reemployment 4 2.1(c) Change in Status 5 2.2 Participation 5 2.2(a) After-Tax and Before-Tax Options 5 2.2(b) Rollover 6 2.2(c) Employee Stock Account 7 Article III – Contributions to the Plan 8 3.1 After-Tax and Before-Tax Options 8 3.1(a) Rate of Contribution 8 3.1(b) Basic and Supplemental Contributions Under the After-Tax and Before-Tax Options 9 3.1(c) Change in Rate of Contribution 9 3.1(d) Suspension of Participant Contributions 10 3.1(e) Leave of Absence 10 3.1(f) Military Leave of Absence 10 iiSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.2 Company Matching Contributions 11 3.3 Rollover Contributions 12 3.4 Return of Company Contributions 13 Article IV – Limitations on Contributions to the Plan 14 4.1 General 14 4.2 Internal Revenue Code Limitations 14 4.2(a) Limitation on Participants’ Before-Tax Option Contributions 15 4.2(b) Limitation on Total Annual Additions 16 4.2(c) Limitation on Participant Contributions Under the Before-Tax Option (ADP Test) 16 4.2(d) Limitation on After-Tax Option Contributions and Company Matching Contributions (ACP Test) 16 Article V – Investment of Contributions and Determination of Account Balances 18 5.1 Investment of Contributions 18 5.1(a) Investment Funds 18 5.1(b) Investment of Participant Contributions 19 5.1(c) Change in Investment of Participant Contributions 19 5.1(d) Investment of Company Matching Contributions 20 5.1(e) Investment of Employee Stock Account 20 5.1(f) Investment of Recharacterized Employee Contributions 21 5.1(g) Investment of After-Tax Option Contributions Made Pursuant to Automatic Provisions of Section 4.2(a) and Section 4.2(d) 21 5.2 Investment Fund Accounts 21 5.2(a) Participant Contribution Account 21 5.2(b) Company Matching Contribution Account 21 5.2(c) Employee Stock Account 22 5.3(a) Generally 23 5.3(b) Valuation of Interfund Transfers 23 5.4 Fractional Shares 25 Article VI – Vesting 26 6.1 Participant Contributions 26 iiiSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6.2 Company Contributions 26 6.3 Participant’s Election to Use Pre-Amendment Vesting Schedule 26 6.4 Qualified Military Service 27 Article VII – Withdrawals 28 7.1 General 28 7.1(a) Eligibility 28 7.1(b) Form and Valuation 28 7.1(c) Maturity 29 7.2 Regular Withdrawals 30 7.3 Restrictions on Regular Withdrawals 30 7.3(a) Regular Withdrawal of Contributions Under the Before-Tax Option 31 7.3(b) Consequences of Withdrawals of Unmatured Participant Contributions 31 7.3(c) Withdrawals of Certain Other Unmatured Contributions 31 7.4 Source of Regular Withdrawals 32 7.5 Hardship Withdrawals 32 7.5(a) General 32 7.5(b) Immediate and Heavy Financial Need 33 7.5(c) Withdrawal Deemed Necessary to Satisfy an Immediate and Heavy Financial Need – Requirements 35 7.6 Source of Hardship Withdrawals 36 7.7 Direct Rollover of Withdrawals 36 7.8 In-Service Distributions for Active Duty Members of the Uniformed Services. 37 Article VIII – Distributions 38 8.1 Eligibility 38 8.2 Required Distributions 38 8.2(a) Distributions After Attaining Age 70-1/2 38 8.2(b) Mandatory Distribution for Plan Balances of $1,000 or Less 39 8.3 Distributions Elected by Participant 39 8.3(a) Time of Distribution 39 ivSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.3(b) Method of Distribution 40 8.3(c) Required Minimum Distributions 40 8.4 Form and Valuation of Distribution 41 8.4(a) CEG Common Stock Fund 41 8.4(b) Default Investment Fund and Other Investment Funds 41 8.4(c) Installment Payment Option 41 8.4(d) Valuation of Distributions 43 8.5 Employee Stock Account Dividend Distributions 44 8.5(a) CEG Common Stock Fund Employee Election 45 8.6 Unlocated Participants 47 8.7 Distribution Upon Death of Participant 47 8.7(a) Payment to Beneficiary 47 8.7(b) Designation of Beneficiaries 49 8.8 Direct Rollover of Distributions 50 8.9 Qualified Reservist Distributions 51 Article IX – Loans to Participants 52 9.1 General 52 9.2 Amount 52 9.3 Reasonable Rate of Interest 53 9.4 Adequate Security 54 9.5 Source of Funds 54 9.7 Loan Repayment 55 9.8 Default 56 9.9 Death of a Participant 56 9.10 Loan Agreement and Amendments 57 9.11 Assignment of Interest 57 9.12 Prohibited Transactions 57 9.13 Loan Initiation Fees 57 9.14 Leaves of Absence 58 9.14(a) Non-Military Leaves of Absence 58 9.14(b) Military Leaves of Absence 58 vSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article X – Plan Administration 59 10.1 Plan Administrator 59 10.2 Rules and Regulations 59 10.3 Powers and Duties of the Plan Administrator 59 10.4 Records and Reports 60 10.5 Procedure for Review of Claim 60 10.5(a) Denial of Claim 60 10.5(b) Appeal of Claim 61 10.5(c) Exclusive Method 62 10.6 Plan Expenses 62 10.7 Fiduciary Responsibilities 63 10.8 Indemnification 64 Article XI – Management of Funds 65 11.1 Trust Fund 65 11.2 Trust Agreement; Powers of Trustee 65 11.3 Removal and Resignation of Trustee 65 11.4 Accounts and Records Maintained by Trustee 66 11.5 Voting Rights 66 11.5(a) Common Stock 66 11.5(b) Other Investment Funds 68 Article XII – Amendment, Termination, Mergers, or Consolidations 69 12.1 Amendment 69 12.2 Termination 70 12.3 Merger or Consolidation 70 Article XIII – General Provisions 71 13.1 Source of Payment 71 13.2 Inalienability of Benefits 71 13.2(a) General 71 13.2(b) Qualified Domestic Relations Orders 72 viSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.13.2(c) Miscellaneous Exceptions 72 13.3 Section 16 of the Securities Exchange Act of 1934 72 13.6 No Right to Employment 75 13.7 Controlling Law 75 13.8 Gender and Number 75 13.9 Titles and Headings 75 13.10 Approvals and Effective Date 75 APPENDIX A—DEFINITIONS 77 APPENDIX B—CODE LIMITATIONS ON CONTRIBUTIONS TO THE PLAN 90 APPENDIX C—EMPLOYEE SAVINGS PLAN BONUSES AND INCENTIVES 105 APPENDIX D—TOP HEAVY PROVISIONS 107 APPENDIX E—PARTICIPATING EMPLOYERS 112 viiSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.CONSTELLATION ENERGY GROUP, INC.EMPLOYEE SAVINGS PLANArticle I – Purpose and Nature of the Plan 1.1Purpose of the PlanThe Plan is designed as a stock bonus plan. Eligible Employees have the opportunity to save on a regular and long-term basis, and in the processacquire or sustain a proprietary interest in the success of the Company. The Plan is intended to meet the requirements of the provisions of Code Section 401(a).The Plan is also intended to meet the requirements of an Employee Stock Ownership Plan under Code Section 4975(e)(7) as well through February 28, 2002.Effective February 1, 2006, the portion of the Plan consisting of the CEG Common Stock Fund is intended to be an Employee Stock Ownership Plan underCode Section 4975(e)(7). That portion of the Plan is intended to be primarily invested in Common Stock which constitutes employer securities (within themeaning of Code Section 409(l). 1.2Nature of the Plan – GeneralThe Plan is structured to permit three (3) general categories of Employee participation. First, eligible Employees may elect to participate by choosing tocontribute to the Plan under the After-Tax Option, the Before-Tax Option, or a combination of both. Company Matching Contributions, as provided under thePlan, are made with respect to a Participant’s contributions under the After-Tax and/or Before-Tax Options. Second, eligible Employees may elect to participateby contributing to the Plan through the rollover of an Eligible Rollover Distribution from an Eligible Retirement Plan as provided under the rollover provisionsof the Plan. Third, Employees or former Employees may participate by virtue of having a balance established in an Employee Stock Account.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.3After-Tax and Before-Tax Options 1.3(a)After-Tax OptionUnder the After-Tax Option, an eligible Employee may contribute a percentage of Eligible Compensation to the Plan through payroll deduction, subject tothe limitations of Articles III and IV and Appendix B of the Plan. Amounts contributed under the After-Tax Option are contributions described in CodeSection 401(m) and are included in the taxable income of the Employee in the year of the contribution. Earnings on After-Tax Option contributions are taxed tothe Employee when distributed or withdrawn from the Plan. 1.3(b)Before-Tax OptionUnder the Before-Tax Option, an eligible Employee may contribute a percentage of Eligible Compensation to the Plan through payroll deduction, subjectto the limitations of Articles III and IV and Appendix B of the Plan. Amounts contributed under the Before-Tax Option are contributions described in CodeSection 401(k) and are not included in the federal taxable income of the Employee in the year of the contribution. Before-Tax Option contributions and earningsthereon are taxed to the Employee when distributed or withdrawn from the Plan. 1.3(c)Company Matching ContributionsUnder the Company Matching Contribution provisions of the Plan, the Company contributes a Company Matching Contribution with respect to eacheligible Employee, subject to the limitations of Articles III and IV and Appendix B of the Plan. Company Matching Contributions are contributions describedin Code Section 401(m) and are not included in the taxable income of the Employee in the year of the contribution. Company Matching Contributions andearnings thereon are taxed to the Employee when distributed or withdrawn from the Plan. 2Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1.4RolloverUnder the rollover provisions of the Plan, an eligible Employee may establish a Rollover Account within the Plan by transferring all or a portion of anEligible Rollover Distribution (except any portion of any distribution that is not includable in gross income unless specifically provided for under Section 3.3)from another Eligible Retirement Plan. Such transfers can only be in the form of cash, except as otherwise provided in Appendix E or under Section 3.3. 1.5Employee Stock AccountAn Employee Stock Account was automatically established within the Plan for each Employee or former Employee upon the Plan’s receipt of(i) Baltimore Gas and Electric Company contributions made on behalf of such Employee under the Corporate Performance Award Program, and/or(ii) transfers of the Employee’s or former Employee’s account balance in the Baltimore Gas and Electric Company Employee Stock Ownership Plan uponsuch plan’s Termination. 1.6Plan MergersThe following plans (or portions thereof) have been merged into this Plan as of the corresponding effective dates: Merged Plan Name Merger Effective DateConstellation Operating Services, Inc. Retirement Plan April 1, 2003A/C Power Retirement Plan April 1, 2003Trona Operating Partners Retirement Plan April 1, 2003Non-Represented Employee Savings Plan for Nine Mile Point October 1, 2005Cornerstone Energy, Inc. 401(k) Plan July 1, 2007 3Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article II – Eligibility and Participation 2.1Eligibility 2.1(a)Eligibility In GeneralEach Full-Time Employee of the Company, or of those other Employers which are designated as Participating Employers by the Designating Authority,as reflected in Appendix E, is eligible to become a Participant in the Plan through the After-Tax and Before-Tax Options and/or rollover provisions beginning onthe first day of the first pay period as soon as practicable following his date of hire by a Participating Employer; provided, however, that any person whoseconditions of employment are covered by any collective bargaining agreement to which the Employer is a party shall be ineligible to become a Participantunless and until that agreement specifically provides for such person’s participation in the Plan. Each such Full-Time Employee of a Participating Employer iseligible to become a Participant only in those aspects of the Plan specified by the Designating Authority.An Employee classified in a job description as an On-Call Employee or an Employee who is a leased employee within the meaning of Code Sections414(n)(2) and 414(o)(2), is not eligible to participate in the Plan while classified in the sole judgment of the Employer as an On-Call Employee or leasedemployee. 2.1(b)Eligibility After ReemploymentIf an Employee who terminated service is reemployed as a Full-Time Employee of the Company or another Participating Employer, as reflected inAppendix E, the Employee shall be eligible to participate through the After-Tax and Before-Tax Options and/or rollover provisions beginning on the first day ofthe first pay period as soon as practicable following his date of reemployment. This reemployment rule applies whether the Employee was a Participant, waseligible to be a Participant, or was ineligible to be a Participant due to failure to meet the Plan’s service requirement for eligibility, on the date of termination. 4Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.2.1(c)Change in StatusAn Employee who becomes represented by a collective bargaining agreement with the Employer shall have the accounts maintained under this Plantransferred to the plan established pursuant to the collective bargaining agreement as soon as administratively feasible.An Employee who ceases to be represented by a collective bargaining agreement with the Employer shall become eligible to participate in the Plan, and theaccounts maintained under the plan established pursuant to the collective bargaining agreement shall be transferred to the Plan as soon as administrativelyfeasible. Such an Employee shall become a Participant in the Plan as of the date of such transfer and shall be eligible to make contributions to the Plan inaccordance with Article III of the Plan as soon as administratively feasible 2.2Participation 2.2(a)After-Tax and Before-Tax OptionsParticipation in the After-Tax and Before-Tax Options is voluntary. An Employee who satisfies the eligibility requirements of Section 2.1 can elect tobecome a Participant by submitting an Appropriate Request with the Plan Administrator. In making the Appropriate Request, the Employee must (i) designatethe rate of contribution under the After-Tax and/or Before-Tax Options; (ii) indicate the Investment Funds to which contributions under the After-Tax and/orBefore-Tax Options will be allocated and the percentage allocated to each Investment Fund; and (iii) agree to be bound by the terms and conditions of the Plan,a copy of which will be furnished to the Employee upon request. 5Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.After-Tax Option contributions, which are taxed to the Participant when contributed to the Plan, are treated as direct contributions to the Plan by theParticipant. Therefore, an Appropriate Request submitted with respect to the After-Tax Option authorizes the Company to deduct a stated percentage of theParticipant’s Eligible Compensation from his pay and transmit the amount deducted to the Plan to be invested.Before-Tax Option contributions, which are not taxed to the Participant (for federal income tax purposes) until distributed from the Plan, are treated asreductions in the salary of the Participant which are then contributed to the Plan by the Company on behalf of the Participant. Therefore, pursuant to anAppropriate Request submitted with respect to the Before-Tax Option, the Participant undertakes to forego the receipt of a stated percentage of EligibleCompensation. In return, the Company will contribute to the Plan an amount equal to the deferral.An eligible Employee who does not elect to become a Participant in the After-Tax and/or Before-Tax Options at the earliest possible eligibility date asprovided in Section 2.1, may elect to become a Participant at a later date by submitting an Appropriate Request with the Plan Administrator. The election toparticipate will become effective beginning on the first day of the first pay period as soon as practicable following the date on which the Appropriate Request isreceived by the Plan Administrator. 2.2(b)RolloverA Participant who satisfies the eligibility requirements of Section 2.1 and who wishes to roll over all or a portion of an Eligible Rollover Distribution(except any portion of any distribution that is not includable in gross income unless specifically allowed under Section 3.3) as provided in Section 3.3 may doso by submitting an Appropriate Request with the Plan Administrator. A Participant will continue to be considered a Participant for purposes of eligibility forrollovers as long as amounts are 6Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.held in the Participant’s Plan accounts, regardless of such Participant’s eligibility to make further contributions to the Plan. The Participant will be required tosubmit documentation necessary to support the qualification of the rollover as requested by the Plan Administrator, or designees of the Plan Administrator,before the Plan Administrator will authorize the establishment of a Rollover Account for the Participant. If, in the judgment of the Plan Administrator or thePlan Administrator’s designees, the documentation does not adequately support the qualification of the rollover amount, the Plan Administrator has theauthority under the Plan to disallow a rollover contribution to the Plan.The Participant must indicate as part of the Appropriate Request the Investment Funds to which rollover contributions will be allocated and thepercentage or dollar amount allocated to each Investment Fund. The Participant must also agree to be bound by the terms and conditions of the Plan, a copy ofwhich will be furnished to the Employee upon request. 2.2(c)Employee Stock AccountAn Employee or former Employee for whom a balance in an Employee Stock Account has been established under the Plan is automatically a Participant.Participation in the Plan through the establishment of an Employee Stock Account does not affect an Employee’s eligibility for or participation in the After-Taxand Before-Tax Options or the rollover provision. 7Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article III – Contributions to the Plan 3.1After-Tax and Before-Tax Options 3.1(a)Rate of ContributionSubject to the limitations described in Article IV and Appendix B, a Participant may contribute to the After-Tax Option of the Plan an amount equal tonot more than fifteen percent (15%) of the Participant’s Eligible Compensation, and to the Before-Tax Option of the Plan an amount equal to not more thanfifty percent (50%) of the Participant’s Eligible Compensation; provided, however, that a Participant may contribute to the After-Tax and/or Before-TaxOptions of the Plan an amount equal in aggregate to not more than fifty (50%) of the Participant’s Eligible Compensation.Notwithstanding anything else in the Plan including the above, Participants who have attained age 50 before the close of the Plan Year are eligible tomake “catch-up contributions” in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall be treatedfor purposes of the Plan as Before-Tax Option contributions, but shall not be subject to the Company Matching Contribution provisions, and shall not betaken into account for purposes of the required limitations of Sections 402(g) and 415 of the Code. The Plan will not be treated as failing to satisfy theprovisions of the Plan implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason ofthe making of such catch-up contributions.The rate of contribution must be in multiples of one percent (1%); provided, however, that “catch-up contributions” must be in a specified dollaramount per pay period. In the event a Participant’s Compensation in any Payroll Period is insufficient to make contributions at the rate elected by theParticipant, the amount not contributed as a result of the insufficiency may not be contributed in the succeeding Payroll Period(s). A Participant’scontributions shall be paid into the Plan as soon as practicable and shall be allocated to the Participant Contribution Account(s) in accordance with theParticipant’s instructions as indicated by the Appropriate Request submitted with the Plan Administrator. 8Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.1(b)Basic and Supplemental Contributions Under the After-Tax and Before-Tax OptionsFor purposes of determining the Company Matching Contributions as well as for various withdrawal and loan provisions found in Articles VII and IXof the Plan, a Participant’s contributions made through the After-Tax and/or Before-Tax Options are characterized as either Basic Contributions orSupplemental Contributions.When, in accordance with a Participant’s instructions, the total contribution is split in whole percentage points between the After-Tax and the Before-TaxOptions, the contribution under the Before-Tax Option, up to and including the maximum amount permitted as a Basic Contribution, will be treated as aBasic Contribution. Should the contribution under the Before-Tax Option be less than the maximum amount permitted as a Basic Contribution, then a portionof the After-Tax Option contribution percentage (if any) equal to the difference between the Before-Tax Option contribution percentage and the maximumamount permitted as a Basic Contribution will be characterized as a Basic Contribution. 3.1(c)Change in Rate of ContributionA Participant may elect to change his contribution rate in multiples of one percent (1%), or in such other multiples as may be specified by the PlanAdministrator, by submitting an Appropriate Request to the Plan Administrator. Unless otherwise specified by the Plan Administrator, the change in the rate ofcontribution will become effective the first day of the first pay period as soon as practicable following the date on which the Appropriate Request is received bythe Plan Administrator. 9Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.1(d)Suspension of Participant ContributionsA Participant may elect to suspend his contributions to the After-Tax and/or Before-Tax Options of the Plan by submitting an Appropriate Request to thePlan Administrator. The suspension of contributions shall become effective the first day of the first pay period as soon as practicable following the date onwhich the Appropriate Request is received by the Plan Administrator. A Participant may also elect to resume contributions by submitting an AppropriateRequest to the Plan Administrator. Such a Participant’s contributions will resume on the first day of the first pay period as soon as practicable following thedate on which the Appropriate Request is received by the Plan Administrator. A Participant may not make up contributions relating to the period in whichcontributions were suspended. 3.1(e)Leave of AbsenceAn authorized leave of absence shall not constitute a termination of employment, but shall, except as provided in Section 3.1(f), operate to suspendParticipant contributions and related Company Matching Contributions. At the end of an authorized leave of absence, a Participant’s After-Tax and/or Before-Tax Option contributions shall be automatically restarted based on the Participant’s contribution election at the time the leave of absence began. 3.1(f)Military Leave of AbsenceIn accordance with the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994, an Employee returning from amilitary leave of absence may elect to contribute to the Plan, under the After-Tax and/or Before-Tax Options, an amount not to exceed the amount suchEmployee would have been permitted to contribute had the Employee not taken a military leave of absence. The election to make a contribution for the period ofthe military leave of absence is made by filing an Appropriate Request with the Plan Administrator. Contributions under this Section must 10Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.be made in accordance with Code Section 414(u). At the time such contribution is made, the Employee must (i) designate the portion of the contribution madeunder the After-Tax and/or Before-Tax Options, and (ii) indicate the Investment Funds to which contributions under the After-Tax and/or Before-Tax Optionsshall be allocated. A Company Matching Contribution will be made in accordance with Section 3.2 on the portion of the Employee contribution that representsBasic Contributions. Any contribution to the Plan under this Section must be made during the period beginning with the date of return from the leave ofabsence and whose duration is three times the period of the Employee’s service in the uniformed services, not to exceed five years.An individual receiving a differential wage payment, as defined by Code Section 3401(h)(2) is treated as an Employee of the Employer. The differentialwage payment is treated as Compensation, to the extent required under law, and the Plan is not treated as failing to meet the requirements of any provisiondescribed in Code Section 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment. This paragraph applies onlyif the requirements of Code Section 414(u)(12)(B) and (C) are satisfied. 3.2Company Matching ContributionsSubject to the limitations described in Article IV and Appendix B, the Company will contribute the Company Matching Contribution to the Plan onbehalf of each Participant and as soon as practicable.Company Matching Contributions will be made completely in cash or in shares of Common Stock having an aggregate value equal to the contributionthe Company is required to make to the Plan under this Section 3.2. Prior to January 1, 2012, Company Matching Contributions are invested initially in theCEG Common Stock Fund. On and after January 1, 2012, Company Matching Contributions are invested in the Investment Funds designated by theParticipant. 11Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.3Rollover ContributionsA Participant may contribute to the Plan, in cash (or other property as set forth in Appendix E or as set forth below), all or a portion of an amountdetermined to be an Eligible Rollover Distribution (except any portion of any distribution that is not includable in gross income unless specifically allowedbelow). A Participant who rolls over an Eligible Rollover Distribution from the Employee Savings Plan for Constellation Energy Nuclear Group, LLC and theRepresented Employee Savings Plan of Nine Mile Point to the Plan may rollover shares of CEG Common Stock in kind and may also rollover any promissorynotes evidencing any loans under those plans in-kind. The Plan may accept a direct transfer of an Eligible Rollover Distribution that consists of after-taxemployee contributions from the Employee Savings Plan for Constellation Energy Nuclear Group, LLC and the Represented Employee Savings Plan for NineMile Point, qualified plans, subject to any procedure established by the Plan. The Plan will account separately for any amounts so transferred.A Participant may execute a rollover to the Plan of an Eligible Rollover Distribution (including, without limitation, an Eligible Rollover Distribution fromthe Pension Plan of Constellation Energy Group, Inc.) by either (i) contributing all or a portion of the distribution received by the Participant to the Plan within60 days from the date the distribution is received, or (ii) having the Eligible Retirement Plan from which the Eligible Rollover Distribution is to be made,transfer the Eligible Rollover Distribution directly to the Plan. The Plan Administrator may designate the manner in which a direct transfer to the Plan can bemade.It is the intent of the Plan that any distribution eligible for rollover to the Plan meet the tax-free rollover requirements as set forth in the Code and theregulations promulgated thereunder, so that the amounts rolled over into the Plan will not jeopardize the tax-exempt status of the Plan or Trust or result inadverse tax consequences to the Company. The Plan Administrator may require the Employee to establish that amounts contributed to the Plan under therollover provisions, meet the tax-free rollover requirements set forth in the Code. 12Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.3.4Return of Company ContributionsAt the discretion of the Plan Administrator, in the case of a Company contribution which is made under a mistake of fact, such contribution exclusiveof earnings may be returned to the Company within one year after the payment of the contribution.All Company contributions to the Plan shall be conditioned on their deductibility under Code Section 404 and, in the event the deduction for thecontributions is disallowed by the Secretary of the Treasury, such contributions will be returned to the Company within one year of the disallowance. 13Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article IV – Limitations on Contributions to the Plan 4.1GeneralIn addition to the limitations on contributions imposed by the Plan under Article III, and subject to the “catch-up contributions” provisions inSection 3.1(a), contributions to the Plan under the After-Tax Option, the Before-Tax Option, and the Company Matching Contribution provisions will belimited by the Plan Administrator, to the extent necessary to enable the Plan to comply with the limitations prescribed by the Code. These limitations aresummarized in Section 4.2 below and detailed in Appendix B. 4.2Internal Revenue Code LimitationsTo determine that the limitations on contributions to the Plan under the Code are not exceeded in any Plan Year, the following limitations will bemonitored by the Plan Administrator or his designees no less frequently than annually. 4.2(a)Limitation on Participants’ Before-Tax Option ContributionsBefore-Tax Option contributions on behalf of any Participant may not exceed the Code Section 402(g) limit ($13,000 in 2004 and as further adjustedunder Code Section 402(g)(5)) for any Plan Year. The Plan Administrator may prospectively limit, during the Plan Year, Before-Tax Option contributions if itis determined that the Code Section 402(g) limitation would otherwise be exceeded for such Plan Year. Participants whose Before-Tax Option contributions arelimited under this Section 4.2(a) are automatically treated as electing to increase their contributions under the After-Tax Option by an amount equal to theParticipant’s Before-Tax Option contribution percentage in excess of the limitation. If necessary, the Plan Administrator may distribute any excess amounts tothe Participant in a post-Plan Year distribution. Detailed provisions governing the operation of this limitation under the Plan are set forth in Appendix B-1:Dollar Limitation on Participants’ Before-Tax Option Contributions. 14Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4.2(b)Limitation on Total Annual AdditionsThe annual additions to a Participant’s account during the Plan Year resulting from After-Tax Option contributions, Before-Tax Option contributions,and Company Matching Contributions may not under Code Section 415(c) exceed the Code Section 415(c)(1) limit.As used in this Section 4.2(b) and Appendix B-2, compensation means compensation under Code Section 415(c)(3), including any items required to beincluded in compensation and excluding any items required to be excluded from compensation under Code Section 415(c)(3) and the regulations issuedthereunder, and specifically incorporating the safe harbor definition of compensation under Treas. Reg. § 1.415(c)-2(d)(4) relating to information required tobe reported under Code Sections 6041, 6051, and 6052. Any differential wage payments (as defined in Code Section 3401(h)(2)) shall be included incompensation for purposes of Code Section 415. Payments made by the later of 2-1/2 months after severance from employment or the end of the limitationyear that includes the date of severance from employment are included in compensation for the limitation year if, absent a severance from employment, suchpayments would have been paid to the Participant while the Participant continued in employment with the Employer and are regular compensation for servicesduring the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shiftdifferential), commissions, bonuses, or other similar compensation.Compensation as used in this section 4.2(b) and Appendix B-2 is not permitted to reflect compensation that is in excess of the limitation under CodeSection 401(a)(17) that applies to that limitation year. 15Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4.2(c)Limitation on Participant Contributions Under the Before-Tax Option (ADP Test)The actual deferral percentage of eligible Highly Compensated Employees may not exceed the actual deferral percentage of eligible NonhighlyCompensated Employees by an amount greater than the limitations of the Actual Deferral Percentage (ADP) Test under Code Section 401(k)(3). The PlanAdministrator may prospectively limit, during the Plan Year, Before-Tax Option contributions of certain Highly Compensated Employees if it is determinedthat the ADP Test limitation would otherwise be exceeded for such Plan Year. Participants whose Before-Tax Option contributions are prospectively limitedunder this Section 4.2(d) are automatically treated as electing to increase their contributions under the After-Tax Option by an amount equal to the Participant’sBefore-Tax Option contribution percentage in excess of the limitation.The Plan Administrator may also correct any excess Before-Tax Option contributions by distributing the excess amounts applicable to such HighlyCompensated Employees in a post-Plan Year distribution, by making a Qualified Nonelective Contribution, or by recharacterizing excess amounts as After-Tax Option contributions. Detailed provisions governing the operation of this limitation under the Plan are set forth in Appendix B-4: Limitation on ParticipantContributions Under the Before-Tax Option (ADP Test). 4.2(d)Limitation on After-Tax Option Contributions and Company Matching Contributions (ACP Test)The actual contribution percentage of eligible Highly Compensated Employees may not exceed the actual contribution percentage of eligible NonhighlyCompensated Employees by an amount greater than the limitations of the Actual Contribution Percentage (ACP) Test under Code Section 401(m). The Plan 16Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Administrator may prospectively limit, during the Plan Year, After-Tax Option contributions or Company Matching Contributions of certain HighlyCompensated Employees if it is determined that the ACP Test limitation would otherwise be exceeded for such Plan Year. The Plan Administrator may alsocorrect any excess After-Tax Option contributions or Company Matching Contributions by distributing the excess amounts to such Highly CompensatedEmployees in a post-Plan Year distribution. Detailed provisions governing the operation of this limitation under the Plan are set forth in Appendix B-5:Limitation on Participant Contributions Under the After-Tax Option and Company Matching Contributions (ACP Test). 17Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article V – Investment of Contributions and Determination of Account Balances 5.1Investment of Contributions 5.1(a)Investment FundsContributions to the Plan will be invested in one or more of the following Investment Funds under the Plan: (1)the CEG Common Stock Fund; (2)the Default Investment Fund; or (3)any Other Investment Fund(s) selected by the Investment Committee from time to time.Dividends, interest, or other income, if any, received by the Trustee with respect to contributions in each Investment Fund shall be reinvested in thesame Investment Fund, except to the extent distributed in accordance with Section 8.5(a).In the event a Participant fails to make any investment elections with respect to any Participant Contributions, rollover contributions and, for periods onor after January 1, 2012, Company Matching Contributions, the portion of the Participant’s accounts over which the Participant has not directed theinvestment shall first be invested in accordance with elections under the Before-Tax Option, then in elections under the After-Tax Option and then, if noelections are made under either the Before-Tax or After-Tax Option, invested in the Default Investment Fund. Any material provided to the Plan relating to aParticipant’s investment in the Default Investment Fund as a default investment as described above, including account statements, prospectuses and proxyvoting material, will be provided to such Participant. The Default Fund is and has been intended to constitute a “qualified default investment alternative” asdefined in DOL Reg. 2550.404c-5 and is intended to meet all requirements necessary to satisfy applicable law. 18Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.1(b)Investment of Participant ContributionsA Participant’s contributions to the Plan under either the After-Tax Option or the Before-Tax Option, or under the rollover provisions of the Plan, shall beinvested in one or more of the Investment Funds under the Plan, in accordance with instructions furnished to the Plan Administrator by the Participant asprovided under Article II. Participant contributions to the Plan shall be allocated to the Investment Funds in any increments of one percent (1%) of the totalcontribution or in any other increments at the discretion of the Plan Administrator as selected by the Participant. A Participant may choose to investcontributions to the Plan under the After-Tax Option in the same different Investment Funds and at different percentages than contributions under the Before-Tax Option. Likewise, contributions under the rollover provisions of the Plan are not required to be invested in the same Investment Funds or in the samepercentages as Participant Contributions under the After-Tax and/or the Before-Tax Options.With respect to After-Tax Option, Before-Tax Option, or rollover contributions held by the Company pending transfer to the Trustee, no interest will bepaid on such accumulated contributions prior to transfer to the Trustee. A Participant will not be able to withdraw under any circumstances moniescontributed but not yet transferred to the Trustee.Participant contributions shall be posted to Participants’ accounts as soon as administrative feasible after such contributions are transferred to theTrustee. 5.1(c)Change in Investment of Participant ContributionsA Participant may change investment percentages for future contributions to the Investment Funds under the After-Tax and/or Before-Tax Options withinthe limits set forth in Section 5.1(b). Investment percentages may be changed at any time, by submitting an Appropriate Request in the form and mannerprescribed by the Plan Administrator. The change will become effective as soon as administratively feasible. 19Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.1(d)Investment of Company Matching ContributionsPrior to January 1, 2012, all Company Matching Contributions shall be initially invested in the CEG Common Stock Fund. Participants may elect totransfer these contributions to other Investment Funds as soon as these contributions have been posted to provide for diversification of the Participant’sinvestment pursuant to the interfund transfers provisions of Section 5.3(a).Effective on and after January 1, 2012, all Company Matching Contributions shall be invested in accordance with instructions furnished to the PlanAdministrator by the Participant as provided under Article III and this Article V for contributions to the Plan under the Before-Tax Option. Company MatchingContributions shall be posted as soon as administratively feasible after the date the contributions are transferred to the Trustee. Company MatchingContributions shall be allocated to the Investment Funds in any increments of one percent (1%) of the total contribution or in any other increments at thediscretion of the Plan Administrator as selected by the Participant. 5.1(e)Investment of Employee Stock AccountA Participant’s Employee Stock Account consists of Company contributions that were made under the Corporate Performance Award Program, amountsthat were directly transferred by the Trustee of the terminated Baltimore Gas and Electric Company Employee Stock Ownership Plan, and earnings thereon.All contributions, transfers, and earnings in the Employee Stock Account were initially invested in the CEG Common Stock Fund. As with CompanyMatching Contributions, Participants may elect to transfer these contributions to other Investment Funds to provide for diversification of the Participant’sinvestments pursuant to the interfund transfers provisions of Section 5.3(a). 20Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.1(f)Investment of Recharacterized Employee ContributionsAmounts contributed by a Participant under the Before-Tax Option which are subsequently recharacterized as contributions under the After-Tax Optionbecause the limitations under Section 4.2(d) are exceeded, shall remain invested in the same Investment Funds in which such contributions were investedimmediately prior to the recharacterization. 5.1(g)Investment of After-Tax Option Contributions Made Pursuant to Automatic Provisions of Section 4.2(a) and Section 4.2(d)Amounts contributed by a Participant under the After-Tax Option pursuant to the automatic provision contained in Sections 4.2(a) and 4.2(d) relating toprospective limitations, shall be invested in the same Investment Funds using the same investment percentages as elected by the Participant for othercontributions being made under the After-Tax Option. Lacking instructions from the Participant regarding investments under the After-Tax Option, suchcontributions shall be invested in the same Investment Funds using the same investment percentages elected by the Participant under the Before-Tax Option. 5.2Investment Fund Accounts 5.2(a)Participant Contribution AccountA Participant Contribution Account will be established in each Investment Fund to which Participant Contributions under the After-Tax and/or Before-Tax Options are invested. 5.2(b)Company Matching Contribution AccountPrior to January 1, 2012, a Company Matching Contribution Account will be established in the CEG Common Stock Fund for each Participant. Thisaccount will contain all Company Matching Contributions made on behalf of the Participant prior to January 1, 2012 with respect to Basic Contributionsunder the After-Tax and/or Before -Tax Options. 21Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Company Matching Contribution Accounts will also be established in the Default Investment Fund and the Other Investment Funds as elected by theParticipant for Participants requesting transfer for amounts from the Company Matching Contribution Account in the CEG Common Stock Fund to otherInvestment Funds under the provisions of Section 5.3(a) and for all Company Matching Contributions made on behalf of the Participant on and afterJanuary 1, 2012 with respect to Basic Contributions under the After-Tax and/or Before-Tax Options. 5.2(c)Employee Stock AccountContributions were made to an Employee Stock Account that was established in the CEG Common Stock Fund on behalf of the Participant under theCorporate Performance Award Program. The Employee Stock Account also includes any amounts directly transferred by the Trustee of the terminatedBaltimore Gas and Electric Company Employee Stock Ownership Plan.Dividends, if any, received by the Trustee (on or before the January 1, 2002 Common Stock dividend payment date) with respect to amounts in the EmployeeStock Account in the CEG Common Stock Fund shall be distributed to Participants as provided in Section 8.5. The Trustee shall invest, no less frequentlythan quarterly, any interest earned on such dividends prior to their distribution, in shares of Common Stock, and allocate such shares to the Participant’sEmployee Stock Account in the CEG Common Stock Fund. Employee Stock Accounts will also be established in the Default Investment Fund and the OtherInvestment Funds for Participants requesting transfer of amounts from the Employee Stock Account in the CEG Common Stock Fund to other InvestmentFunds under the provisions of Section 5.3(a). 22Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.2(d)Rollover AccountA Rollover Account will be established in each Investment Fund to which Participant rollover contributions under the rollover provisions of the Plan areinvested in accordance with Participant instructions. 5.3Interfund Transfers 5.3(a)GenerallyUpon submitting an Appropriate Request to the Plan Administrator, a Participant may elect to transfer from one Investment Fund to another, in whole orin part, in multiples of 1 percentage, whole number of shares or whole dollar amounts that have already been contributed by the Participant to the Plan underthe After-Tax Option, the Before-Tax Option, and/or the rollover provisions of the Plan, and by the Company to the Plan under the Company MatchingContribution Account and Employee Stock Account. Amounts may not be transferred between the Participant Contribution Account, the Company MatchingContribution Account, the Employee Stock Account, or the Rollover Account. Amounts in the Participant Contribution Account, may not be transferredbetween the After-Tax Option and the Before-Tax Option. An Appropriate Request for Investment Fund transfer may be submitted to the Plan Administrator atany time. 5.3(b)Valuation of Interfund TransfersThe value of the account balances transferred under the interfund transfer provisions shall be determined in the following manner:If the Participant makes an Appropriate Request for an interfund transfer prior to the close of the New York Stock Exchange, (i) transfers from theDefault Investment Fund and/or the Other Investment Funds shall be valued based on the Closing Price for the funds on the day the Appropriate Request isreceived, (ii) transfers from the 23Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.CEG Common Stock Fund shall be valued based on the Transaction Price on the next business day after the Appropriate Request is received, (iii) transfers tothe Default Investment Fund and/or the Other Investment Funds shall be valued based on the Closing Price for the funds on the day the Appropriate Request isreceived, unless the transfer to such funds is from the CEG Common Stock Fund, in which case the value shall be the Closing Price of the funds on the daythe proceeds from the sale of the Common Stock are received by the Trustee, and (iv) transfers to the CEG Common Stock Fund shall be valued based on theTransaction Price on the next business day following the day the Appropriate Request is received.If the Participant makes an Appropriate Request for an interfund transfer on or after the close of the New York Stock Exchange, (i) transfers from theDefault Investment Fund and/or the Other Investment Funds shall be valued based on the Closing Price for the funds on the next business day after theAppropriate Request is received, (ii) transfers from the CEG Common Stock Fund shall be valued based on the Transaction Price on the second business dayafter the Appropriate Request is received, (iii) transfers to the Default Investment Fund and/or the Other Investment Funds shall be valued based on the ClosingPrice for the funds on the next business day after the Appropriate Request is received, unless the transfer to such funds is from the CEG Common StockFund, in which case, the value shall be the Closing Price of the funds on the day the proceeds from the sale of the Common Stock are received by the Trustee,and (iv) transfers to the CEG Common Stock Fund shall be valued based on the Transaction Price on the second business day following the day theAppropriate Request is received. 24Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5.4Fractional SharesThe Company does not issue fractional shares of Common Stock. However, to facilitate full investment of monies in the CEG Common Stock Fund,the Plan accounting system allocates fractional shares of Common Stock to Participants’ accounts. Participants’ fractional shares are aggregated so that onlywhole shares are actually held by the Plan. The aggregate value of all Participants’ whole and allocated fractional shares will not exceed the value of the sum ofthe shares and cash held by the CEG Common Stock Fund. 25Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article VI – Vesting 6.1Participant ContributionsA Participant is 100% vested at all times with respect to amounts in his Participant Contribution Accounts and Rollover Accounts. 6.2Company ContributionsA Participant is 100% vested at all times with respect to amounts in his Company Matching Contribution Accounts and Employee Stock Accounts. 6.3Participant’s Election to Use Pre-Amendment Vesting ScheduleIn the event the Plan is amended to change or modify the Plan’s vesting schedule, or the Plan is amended in any way that directly or indirectly affects thecomputation of the nonforfeitable percentage of the Participant’s accrued benefit or if the Plan is deemed amended by an automatic change to or from a top-heavy (see Appendix D) vesting schedule, a Participant with at least three (3) Years of Service as of the date the amendment is adopted or as of theamendment’s effective date, may elect to be subject to the pre-amendment vesting schedule. For Participants who do not have at least one (1) Hour of Service inany Plan Year beginning after December 31, 1988, the preceding sentence shall be applied by substituting “five (5) Years of Service” for “three (3) Years ofService.” If a Participant fails to make the election described in this Section, then the Participant will be subject to the new vesting schedule. The election of thepre-amendment vesting schedule shall be made by giving written notice to the Plan Administrator during the election period. The election period shall begin onthe date such amendment is adopted and shall end no earlier than the latest of the following dates: (a)The date which is sixty (60) days after the date the Plan amendment is adopted, 26Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (b)The date which is sixty (60) days after the date the Plan amendment becomes effective, or (c)The date which is sixty (60) days after the date the Participant is issued written notice of the Plan amendment by the Company or PlanAdministrator.Such election shall be made only by an individual who is a Participant at the time such election is made and such election shall be irrevocable. SuchPlan amendment shall not reduce the vested percentage of a Participant’s accrued benefit as of the later of the date on which such Plan amendment is adopted orthe effective date of such Plan amendment. 6.4Qualified Military ServiceIf a Participant dies while performing qualified military service (within the meaning of Section 414(u)(5) of the Code), such Participant shall be creditedwith years of service for the period of his/her qualified military service. 27Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article VII – Withdrawals 7.1General 7.1(a)EligibilityA Participant is eligible to make regular and/or hardship withdrawals from the Plan, subject to the provisions of this Article VII. A Participant willcontinue to be considered a Participant for purposes of eligibility for withdrawals as long as amounts are held in the Participant’s Plan accounts, regardless ofsuch Participant’s eligibility to make further contributions to the Plan. 7.1(b)Form and ValuationAmounts invested in the CEG Common Stock Fund may be withdrawn in whole shares of the Company’s Common Stock, with cash in lieu of anyfractional share, or, at the Participant’s election, the amount may be withdrawn wholly in cash. Withdrawals from the Default Investment Fund and the OtherInvestment Funds will be made only in cash.The amounts withdrawn by the Participant will be taken from the Participant’s accounts in the order specified in Section 7.4 for regular withdrawalsand Section 7.6 for hardship withdrawals and will be subject to any applicable restrictions imposed by the Plan. The Trustee shall sell or purchase securitiesto meet the Participants’ withdrawal requests but must do so over the period of time necessary to insure that such purchases or sales are made in accordancewith applicable law, rules and regulations and do not disrupt the trading market for the Common Stock.The value received by a Participant requesting a withdrawal shall be determined in the following manner:If the Participant makes an Appropriate Request for a withdrawal prior to 4:00 p.m. E.T., (i) withdrawals from the Default Investment Fund and OtherInvestment Funds shall be valued based on the Closing Price for such funds on the day the 28Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Appropriate Request is received; provided, however, that if the withdrawal consists of amounts from the CEG Common Stock Fund, withdrawals from theDefault Investment Fund and Other Investment Funds shall be valued based on the Closing Price for such funds on the next business day after the AppropriateRequest is received, and (ii) withdrawals from the CEG Common Stock Fund shall be valued based on the Transaction Price on the next business day afterthe Appropriate Request is received.If the Participant makes an Appropriate Request for a withdrawal on or after 4:00 p.m. E.T., (i) withdrawals from the Default Investment Fund andOther Investment Funds shall be valued based on the Closing Price for such funds on the next business day after the Appropriate Request is received;provided, however, that if the withdrawal consists of amounts from the CEG Common Stock Fund, withdrawals from the Default Investment Fund andOther Investment Funds shall be valued based on the Closing Price for such funds on the second business day following receipt of the Appropriate Request,and (ii) withdrawals from the CEG Common Stock Fund shall be valued based on the Transaction Price on the second business day following receipt of theAppropriate Request.In the case of a hardship withdrawal as described in Section 7.5, an Appropriate Request is not treated as having been made for purposes of the abovevaluation procedures until the Plan Administrator approves the withdrawal for payment. 7.1(c)MaturityFor employees with less than 5 years of service, Participant Contributions and Company Matching Contributions do not mature until 24 months afterthe date of contributions. For employees with 5 or more years of service, Participant Contributions and Matching Contributions shall mature immediatelyupon the date of contribution. All contributions made to a Rollover Account shall mature immediately upon the date of contribution. All SupplementalContributions made prior to October 1, 2004 are mature. 29Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.All contributions made to the Employee Stock Account matured prior to October 1, 2004. If a Participant dies while performing qualified military service(within the meaning of Section 414(u)(5) of the Code), such Participant shall be credited with years of service for the period of his/her qualified militaryservice 7.2Regular WithdrawalsA Participant may make a regular withdrawal at any time by submitting an Appropriate Request to the Plan Administrator. A regular withdrawal is awithdrawal other than a hardship withdrawal and does not include distributions upon termination of employment as described in Article VIII.Each regular withdrawal request received by the Plan Administrator will be paid out as soon as practicable after the request is received. 7.3Restrictions on Regular Withdrawals 7.3(a)Regular Withdrawal of Contributions Under the Before-Tax OptionBefore-Tax Option contributions, whether Basic or Supplemental, and related earnings may not be paid out of the Plan as part of a regular withdrawalunless the Participant is at least age 59-1/2, has retired, has been placed on long-term disability, or has terminated employment for any other reason. AParticipant on a leave of absence is not considered to have terminated employment. The source of the amounts withdrawn from the Plan by a Participant whois at least age 59-1/2 or who has retired, been placed on long-term disability, or terminated employment for any other reason, must conform to the order ofwithdrawal specified in Section 7.4. 30Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.7.3(b)Consequences of Withdrawals of Unmatured Participant ContributionsIf, in following the order of withdrawal specified in Section 7.4, any unmatured Participant Contributions are withdrawn, the Participant will besuspended from making contributions to the Plan under the After-Tax Option and the Before-Tax Option for (i) six (6) months following the month in whichthe Appropriate Request for the regular withdrawal is received by the Plan Administrator, if such withdrawal is made after September 30, 2004, and (ii) twelve(12) months following the month in which the Appropriate Request for the regular withdrawal is received by the Plan Administrator, if such withdrawal ismade before October 1, 2004. There are no other penalties or restrictions under the Plan for withdrawing amounts that are eligible for withdrawal. 7.3(c)Withdrawals of Certain Other Unmatured ContributionsWithdrawals of unmatured contributions and related earnings from a Participant’s Company Matching Contribution Account are not permitted underthe Plan. The restriction on withdrawal lapses once these contributions mature. 7.4Source of Regular WithdrawalsA Participant’s regular withdrawals from the Plan will be taken from the Participant’s accounts in the order listed below. For each level in the order ofwithdrawal, the entire account balance must be exhausted before amounts may be withdrawn from the next level. The meaning of matured and unmaturedaccounts as used below relates to the status of the contributions as explained in Section 7.1(c). Unless specifically indicated otherwise, an account includesboth contributions and earnings thereon. First After-Tax Option Account with respect to Participant Contributions made prior to January 1, 1987, followed by earnings thereon.Second Matured After-Tax Option Account with respect to Participant Contributions made after December 31, 1986, followed by earnings thereon.Third Rollover Account. 31Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Fourth Employee Stock Account. Withdrawals from the Employee Stock Account will be made first from the portion of the account representing theParticipant’s investment in the account (i.e., amounts transferred from the terminated Baltimore Gas and Electric Company Employee StockOwnership Plan that consist of after-tax contributions made by employees to such plan), and then from the remainder of the account.Fifth Matured Company Matching Contribution Account.Sixth Matured Before-Tax Option Account, but only if the Participant has reached age 59-1/2, retired, been placed on long-term disability or terminatedemployment for any other reason.Seventh Unmatured After-Tax Option Account with respect to Participant Contributions, followed by earnings thereon.Eighth Unmatured Before-Tax Option Account with respect to Participant Contributions, but only if the Participant has reached age 59-1/2, retired, beenplaced on long-term disability or terminated employment for any other reason.The Participant will be permitted to make a regular withdrawal only to the extent funds eligible for withdrawal are available in the Participant’s Planaccounts.Withdrawals will be made pro rata in proportion to the Participant’s respective investment in each Investment Fund under the account applicable to thelevel of withdrawal. 7.5Hardship Withdrawals 7.5(a)GeneralA Participant will be eligible to receive a withdrawal under the hardship withdrawal provisions of the Plan if the Participant submits an AppropriateRequest to the Plan Administrator and receives the Plan Administrator’s express sanction and approval for the withdrawal. To obtain approval, the Participantwill be required to demonstrate that the hardship withdrawal is necessary to satisfy an immediate and heavy financial need. 32Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Because a Participant must withdraw all amounts available under the regular withdrawal provisions of the Plan and obtain any available loans under thePlan’s loan provisions, prior to withdrawing amounts under the hardship withdrawal provisions, hardship withdrawals are limited to the Participant’scontributions under the Before-Tax Option and earnings thereon which are not otherwise available as regular withdrawals or loans. However, earnings onBefore-Tax Option contributions are available for hardship withdrawal only if allocated to the Participant’s account as of December 31, 1988.Following receipt of a hardship withdrawal, the Participant will be suspended from making contributions to the Plan under the After-Tax Option and theBefore-Tax Option and to certain other plans of the Employer, as defined in Treasury Regulation Section 1.401(k)-1(d)(3)(iv)(F), for six (6) full monthsbeginning with the first Payroll Period in the month following the month in which the hardship withdrawal is approved for payment by the Plan Administrator.A hardship withdrawal will be paid out as soon as practicable after Plan Administrator approval. 7.5(b)Immediate and Heavy Financial NeedIn order to receive a hardship withdrawal, the Participant must demonstrate an immediate and heavy financial need. The following financial needs willautomatically qualify as immediate and heavy. 1)Medical expenses described in Code Section 213(d) which have been previously incurred or are necessary to obtain medical care by theParticipant, the Participant’s Spouse, or any dependents of the Participant as defined in Code Section 152, without regard to subsections (b)(1),(b)(2), and (d)(1)(B) thereof. 33Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 2)The purchase (excluding mortgage payments) of a principal residence for the Participant. 3)The payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, theParticipant’s Spouse, or dependents as defined in Code section 152, without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof. 4)Mortgage payments or rental payments that must be paid to prevent foreclosure on the mortgage of the Participant’s principal residence or evictionof the Participant from his principal residence. 5)Certain other specified events that are deemed to be of an immediate and heavy financial need as determined by the Internal Revenue Service andpublished in revenue rulings, notices, and other documents of general applicability.Other financial needs may qualify as immediate and heavy, based on all relevant facts and circumstances and subject to the approval of the PlanAdministrator. Generally, for example, the need to pay funeral expenses for a family member may qualify as an immediate and heavy financial need.The amount of an immediate and heavy financial need may include amounts necessary to pay any federal, state, or local income taxes or penaltiesreasonably anticipated to result from the hardship withdrawal.It is the intent of the Plan that the definition of an “immediate and heavy financial need” will conform to the meaning of the term under the provisions ofTreasury Regulation Section 1.401(k)-1(d)(3). 34Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.7.5(c)Withdrawal Deemed Necessary to Satisfy an Immediate and Heavy Financial Need – RequirementsAfter a Participant demonstrates that an immediate and heavy financial need exists, the Participant must also demonstrate that a hardship withdrawalfrom the Plan is necessary to satisfy that need.Hardship withdrawals under the Plan will automatically be deemed necessary to satisfy an immediate and heavy financial need if all of the followingrequirements are met. 1)The withdrawal does not exceed the amount of the immediate and heavy financial need of the Participant. 2)The Participant has elected to receive all dividend distributions currently available under the Plan pursuant to Section 8.5(a), and has obtained allwithdrawals, other than hardship withdrawals, and all nontaxable loans currently available under the Plan. 3)The Participant’s contributions under the After-Tax and Before-Tax Options of the Plan and contributions to certain other plans of the Employer,as defined in Treasury Regulation Section 1.401(k)-1(d)(3)(iv)(F), are suspended for six (6) months following the month of receipt of the hardshipwithdrawal.Notwithstanding the above, the Plan Administrator may, at his discretion, determine that a hardship withdrawal is necessary to satisfy an immediateand heavy financial need after a review of all relevant facts and circumstances.It is the intent of the Plan that the withdrawals deemed necessary to satisfy the immediate and heavy financial need under this Section 7.5(c), willconform to the withdrawals deemed to satisfy this need under Treasury Regulation Section 1.401(k)-1(d)(3). 35Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.7.6Source of Hardship WithdrawalsA Participant’s hardship withdrawals from the Plan will be taken from the Participant’s Before-Tax Option Account, but only after all availableamounts have been withdrawn under the regular withdrawal provisions of the Plan and all available nontaxable loans have been taken under the loanprovisions of the Plan. For purposes of this Section, the Before-Tax Option Account includes contributions and earnings allocated thereon as of December 31,1988. Earnings allocated to the Before-Tax Option Account after December 31, 1988 are not available for hardship withdrawal and, accordingly, are excludedtherefrom.Qualified Nonelective Contributions and earnings thereon are not available for hardship withdrawal and, accordingly, are excluded therefrom.The Participant will be permitted to make a hardship withdrawal only to the extent funds eligible for withdrawal are available in the Participant’s Before-Tax Option Account.Hardship withdrawals will be made pro rata in proportion to the Participant’s respective investment in each Investment Fund under the Before-TaxOption Account.Unmatured amounts not available for regular withdrawal under Section 7.3(c) will also not be available to the Participant for any hardship withdrawal. 7.7Direct Rollover of WithdrawalsNotwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect,at the time and manner prescribed by the Plan Administrator, to have any portion of a withdrawal from the Plan that is an Eligible Rollover Distribution paiddirectly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 36Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.7.8In-Service Distributions for Active Duty Members of the Uniformed Services.An individual who is on active duty for more than 30 days in accordance with Section 414(u)(12)(B) of the Code is treated as having been severed fromemployment during such period and may elect a distribution in accordance with and subject to the limitations of Section 414(u)(12)(B) of the Code. If aParticipant elects a 30-day deemed distribution period, the Participant’s right to make contributions under the After-Tax and Before-Tax Options following suchdistribution and while on leave must be suspended for a six-month period after the distribution. 37Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article VIII – Distributions 8.1EligibilityA Participant will continue to be considered a Participant for purposes of eligibility for distributions as long as amounts are held in the Participant’s Planaccounts, regardless of such Participant’s eligibility to make further contributions to the Plan.A Participant is eligible to receive final distributions of all amounts in the Plan when the Participant either reaches age 70-1/2, retires, is placed on long-term disability, or terminates employment for any other reason. If a Participant dies, the Participant’s beneficiary is entitled to any undistributed amounts fromthe Plan, as provided in Section 8.7. A Participant on a leave of absence is not considered to have terminated employment and will not be entitled to adistribution from the Plan under the provisions of this Article VIII. 8.2Required Distributions 8.2(a)Distributions After Attaining Age 70-1/2A Participant’s entire Plan balance shall be distributed, or installment payments shall begin, not later than April 1st of the calendar year following thecalendar year in which the Participant attains age 70-1/2, unless such Participant is employed by an Employer (in which case such distribution or installmentpayments shall commence upon employment termination). However, if there ever is a Participant who is a 5% owner (as defined in Code Section 416(i)),payment must commence no later than April 1st of the Plan Year after the Plan Year in which such Participant attains age 70-1/2, even if the Participant is stillemployed. 38Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.2(b)Mandatory Distribution for Plan Balances of $1,000 or lessA Participant who retires, is placed on long-term disability, or terminates employment for any other reason will automatically receive a final lump-sumdistribution of all amounts held in the Participant Contribution Account, Company Matching Contribution Account, Employee Stock Account, and RolloverAccount, if the aggregate value of the accounts is $1,000 or less as of the end of the calendar month in which retirement, placement on long-term disability, ortermination for any other reason occurs. The aggregate value of a Participant’s Plan accounts will be determined in accordance with the Trust Agreement andwill include the value of any outstanding Plan loans to the Participant. Any distributions from a Participant’s accounts that are invested in the CEG CommonStock Fund will be made in the form of a lump-sum cash payment in lieu of shares of Common Stock, unless the Participant elects a distribution of CommonStock representing investments in the CEG Common Stock Fund by filing an Appropriate Request with the Plan Administrator. A distribution under thisSection 8.2(b) will be made within 90 days after the end of the month in which retirement, placement on long-term disability, or termination for any otherreason occurs. 8.3Distributions Elected by Participant 8.3(a)Time of DistributionParticipants eligible to receive final distributions from the Plan and who are not subject to the required distribution provisions of Section 8.2 may elect adistribution by submitting an Appropriate Request with the Plan Administrator. Distributions will commence as soon as practicable after the AppropriateRequest is received by the Plan Administrator.The Participant’s final distribution will be made within sixty (60) days after the later of the end of the Plan Year in which: (i) the Participant attains age65, (ii) the Participant ceases active employment, or (iii) the tenth (10th) anniversary of the year in which the Participant’s participation in the Plan occurs.Notwithstanding the preceding sentence, a distribution will not be made unless the Participant submits an Appropriate Request for a distribution with the PlanAdministrator. In any case, distributions must begin by the date prescribed in Section 8.2(a). 39Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.3(b)Method of DistributionParticipants who are not subject to the mandatory distribution requirements of Section 8.2(b) may elect to receive distributions as lump-sum payments,or as installment payments as provided in Section 8.4(c) made over a period not to exceed ten (10) years. Partial payments may also be made from time to timeas requested under the withdrawal provisions of Article VII. 8.3(c)Required Minimum DistributionsNotwithstanding any other provision in the Plan to the contrary, distributions under the Plan shall comply with the requirements of Code section401(a)(9) (including the incidental death benefit requirements of Code section 401(a)(9)(G)) and the regulations thereunder. Notwithstanding anything in thePlan to the contrary, a Participant or beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment ofSection 401(a)(9)(H) of the Code (‘2009 RMDs’), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to lastfor the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Particpant and the beneficiary, or for a period of at least 10 years(‘Extended RMDs’), will receive those distributions for 2009. In addition, solely for purposes of applying the Direct Rollover provisions of the Plan, 2009RMDs and Extended RMDs will not be treated as Eligible Rollover distributions. 40Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.4Form and Valuation of Distribution 8.4(a)CEG Common Stock FundExcept as provided in Section 8.2(b) under the mandatory distribution requirement or Section 8.4(c) under the installment payment option, anydistributions from a Participant Contribution Account, Company Matching Account, Employee Stock Account, or Rollover Account that are invested in theCEG Common Stock Fund will be made in a lump-sum payment constituting shares of Common Stock with cash paid in lieu of fractional shares.The portion of the distribution representing investments in the CEG Common Stock Fund may, at the election of the Participant, be received entirely incash in lieu of shares of Common Stock upon submitting an Appropriate Request with the Plan Administrator. 8.4(b)Default Investment Fund and Other Investment FundsExcept as provided in Section 8.4(c) under the installment payment option, any distributions from a Participant Contribution Account, CompanyMatching Contribution Account, Employee Stock Account, or Rollover Account that are invested in the Default Investment Fund and/or the Other InvestmentFunds will be made in the form of a lump-sum cash payment. 8.4(c)Installment Payment OptionParticipants who are not subject to the mandatory distribution requirements of Section 8.2(b) and who are retired, have been placed on long-termdisability, or terminated employment for any other reason, may elect to receive their distributions in annual, quarterly, or monthly installments over a periodnot to exceed ten (10) years. The election to receive such installments must be made prior to receiving a distribution and by means of an Appropriate Requestsubmitted with the Plan Administrator. 41Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Participants who have elected the installment payment option and selected an installment payment period may change the number of years, quarters, ormonths over which installments will be made at any time after the installment payments have commenced, provided that such change will not result in aninstallment payment period in excess of ten (10) years from the date the installments began. The election to change the installment payment period is made bysubmitting an Appropriate Request with the Plan Administrator. Any change in the installment payment period will be effective as soon as practicable followingreceipt of the Appropriate Request by the Plan Administrator.A Participant who has elected the installment payment option may, at any time, submit an Appropriate Request with the Plan Administrator to receive alump-sum payment of the remaining balance in the Participant’s accounts.The amounts included in installment payments to a Participant will be taken from the Participant’s Plan accounts in the same order specified inSection 7.4 for regular withdrawals. Unmatured Company Matching Contribution Account amounts remaining in the Participant’s accounts after suchordering rules are applied are included in installment payments. The meaning of unmatured accounts relates to the status of contributions as explained inSection 7.1(c). Unless specifically indicated otherwise, an account includes both contributions and earnings thereon.Amounts invested in the CEG Common Stock Fund may be received under the installment payment option either in whole shares of the Company’sCommon Stock with cash in lieu of any fractional share, or, at the Participant’s election, in cash. A Participant’s election to receive cash or not to receive cashfor amounts invested in the CEG Common Stock Fund will apply to all installment payments made to the Participant subsequent to such election, unless theParticipant submits an Appropriate Request with the Plan Administrator prior to the installment payment date requesting that the Participant’s election bechanged. 42Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Installment payments that consist of amounts from the Default Investment Fund and the Other Investment Funds will be made only in cash.Amounts included in installment payments will be withdrawn from a Participant’s investment funds pro rata in proportion to the Participant’srespective investment in each Investment Fund under the account applicable to the level of installment payment. 8.4(d)Valuation of DistributionsThe value received by a Participant requesting a lump-sum distribution shall be determined in the following manner:If the Participant makes an Appropriate Request for a distribution prior to 4:00 p.m. E.T., (i) distributions from the Default Investment Fund and OtherInvestment Funds shall be valued based on the Closing Price for such funds on the day the Appropriate Request is received; provided, however, that if thedistribution consists of amounts from the CEG Common Stock Fund, distributions from the Default Investment Fund and Other Investment Funds shall bevalued based on the Closing Price for such funds on the next business day after the Appropriate Request is received, and (ii) distributions from the CEGCommon Stock Fund shall be valued based on the Transaction Price on the next business day after the Appropriate Request is received.If the Participant makes an Appropriate Request for a distribution on or after 4:00 p.m. E.T., (i) distributions from the Default Investment Fund andOther Investment Funds shall be valued based on the Closing Price for such funds on the next business day after the Appropriate Request is received;provided, however, that if the distribution consists of amounts from the CEG Common Stock Fund, distributions from the Default Investment Fund andOther Investment Funds shall be valued based on 43Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Closing Price for such funds on the second business day following receipt of the Appropriate Request, and (ii) distributions from the CEG Common StockFund shall be valued based on the Transaction Price on the second business day following receipt of the Appropriate Request.For a Participant electing the installment distribution option, the value received for the first installment payment shall be determined in accordance withthe above valuation procedures. For installment payments in subsequent years, the value received shall be determined in accordance with the above valuationprocedures.The valuation procedures described above shall be applied by substituting the term “Plan Administrator action” for each place the term “AppropriateRequest” appears, in the case of (i) Participants subject to the required distribution provisions of Section 8.2, and (ii) beneficiaries who fail to elect an earlierdistribution as described in Section 8.7(a). 8.5Employee Stock Account Dividend DistributionsThis Section 8.5 applies through, but is no longer effective after, the Common Stock dividend payment on January 1, 2002.Any dividends declared and paid on shares of Common Stock in the Employee Stock Account in the CEG Common Stock Fund held by the Trusteepursuant to the Plan shall be invested by the Trustee pursuant to the Trust Agreement in interest bearing accounts. After the final dividend payment in eachyear has been made by the Company, the Trustee will distribute to each Participant by not later than December 31st of that year the dividend amounts declaredand paid on the shares of Common Stock allocated to the Participant’s Employee Stock Account in the CEG Common Stock Fund. The Trustee shall invest,no less frequently than quarterly, any interest earned on such dividends prior to their distribution, in shares of Common Stock, and allocate such shares tothe Participant’s Employee Stock Account in the CEG Common Stock Fund. 44Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.When a Participant receives final distributions of all amounts in the Plan allocated to his accounts, any additional dividends which have been declaredand paid on shares of Common Stock in the Employee Stock Account and any related interest in the CEG Common Stock Fund which has not yet beendistributed under the provisions of this Section 8.5, will be distributed in cash at the same time as the distribution of the shares of Common Stock in theParticipant’s Employee Stock Account in the CEG Common Stock Fund. 8.5(a)CEG Common Stock Fund Employee ElectionEffective February 1, 2006, any dividend paid with respect to shares of the CEG Common Stock Fund allocated to the Participant’s accounts as of therecord of such dividend will be, as elected by the Participant prior to the payment date (1) distributed in cash to the Participant as soon as administrativelypracticable following the date such dividend is paid by the Company or (2) retained by the Trustee and reinvested in Company stock for credit to theParticipant’s account in the CEG Common Stock Fund. The amount distributed to the Participant pursuant to clause (1) of the preceding sentence shall be thelesser of (A) the original amount of the dividends attributable to that Participant and (B) the amount of such dividends as adjusted for any investment losseswhile held in the Trust or reduced for any withholdings. In accordance with such procedures as the Plan Administrator may provide, a Participant shall begiven a reasonable opportunity to make an election under this Section 8.5(a) before the beginning of each quarter of the Company’s taxable year with respect todividends paid in such 45Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.quarter. A Participant may have only one election in effect for his or her account at any time (and may not make separate elections with respect to the differentportions of his or her account). If a Participant who has previously made a timely election under this Section 8.5(a) does not make a new election with respectto dividends paid in a subsequent period, the Participant’s prior election shall remain in effect for such subsequent period (and shall apply to all dividendspaid on Company Stock during such period with respect to which an election is offered). In the absence of a timely election, the Participant shall be deemed tohave elected to have the dividends with respect to which an election is offered accumulated in his or her account and reinvested in Company Stock. 46Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.6Unlocated ParticipantsIf and when the balance in a Participant’s account(s) under the Plan becomes payable and the Plan Administrator is unable to locate a Participant or hisdesignated beneficiary or beneficiaries to whom such amounts are payable, the Participant Contribution Account, Company Matching Contribution Account,Employee Stock Account, and Rollover Account of the Participant will be closed after three (3) years from the date amounts in the Plan first become payableunder Sections 8.2, 8.3, or 8.7. The balances in the closed accounts will be forfeited and thereafter applied to reduce Company contributions to the Plan.However, if the Participant or his designated beneficiary or beneficiaries subsequently files a proper claim with the Plan Administrator for such amounts, andthe claim is filed prior to the termination of the Plan, the Company will restore the Participant’s accounts to the balances that existed when they were closed.Once the amounts have been restored, the balances will be available for distribution in accordance with the distribution provisions of the Plan. 8.7Distribution Upon Death of Participant 8.7(a)Payment to BeneficiaryWhen a Participant dies, the deceased Participant’s beneficiary is entitled to a distribution of all amounts held in the Participant’s accounts.Unless the Participant’s beneficiary requests an earlier distribution to be made or commenced as soon as possible after an Appropriate Request issubmitted to the Plan Administrator, all amounts held in the Participant’s accounts will be distributed to the beneficiary within sixty (60) days after the end ofthe Plan Year in which the Participant dies. 47Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Amounts held in the CEG Common Stock Fund will be paid to the Participant’s beneficiary in Common Stock or in cash in accordance with theprovisions of Section 8.4(a). If the beneficiary wishes to receive the distribution in cash, an Appropriate Request must be submitted by the beneficiary to thePlan Administrator. Amounts held in the Default Investment Fund and the Other Investment Funds will be paid to the Participant’s beneficiary in the form of alump-sum cash payment in accordance with the provisions of Section 8.4(b). A beneficiary may not elect to receive the distribution under the installmentpayment option.If a Participant elected a distribution under the installment payment option provisions of Section 8.4(c) and dies during the installment payment period,or before the installment payment period begins, the remaining balance in the Investment Funds that was to be paid out under the installment payment optionwill be paid to the Participant’s beneficiary in a lump-sum. Any amounts remaining in the CEG Common Stock Fund will be paid to the beneficiary inCommon Stock or in cash in accordance with the Participant’s most recent election under Section 8.4(c). If the beneficiary wishes to receive the distribution ina different form than that which will be received under the Participant’s most recent election, an Appropriate Request must be submitted by the beneficiarywith the Plan Administrator. Amounts remaining in the Default Investment Fund and the Other Investment Funds will be paid to the Participant’s beneficiaryin the form of a lump-sum cash payment.In the event any Participant is deceased at the time of a dividend distribution from the Participant’s Employee Stock Account paid under the dividenddistribution provisions of Section 8.5(b), the distribution will be made to the Participant’s beneficiary, as determined in accordance with this Section 8.7(a).In the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant areentitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participantresumed and then terminated employment on account of death. 48Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8.7(b)Designation of BeneficiariesAny interests in the Plan which have not been distributed to a Participant prior to his death will be distributed to the Participant’s surviving Spouse,unless the Participant and his Spouse have jointly designated some other beneficiary or beneficiaries. A joint designation must be made on a special formprovided by the Plan Administrator and duly witnessed by a notary public.The consent of the Spouse of the Participant will not be required if it is established to the satisfaction of the Plan Administrator that the consent of theSpouse may not be obtained because there is no Spouse, because the Spouse cannot be located, or because of such other circumstances as the Secretary of theTreasury may by regulations prescribe. Any consent of a Spouse (or establishment that the consent of a Spouse may not be obtained) as provided above shallbe effective only with respect to such Spouse. For purposes of this Section 8.7(b), the Spouse or surviving Spouse of the Participant is the Spouse at the timeof the Participant’s death, except that a former Spouse will be treated as the Spouse or surviving Spouse to the extent provided under a qualified domesticrelations order as described in Code Section 414(p). The designation of a beneficiary may be changed at any time by the proper completion and forwarding tothe Plan Administrator of the beneficiary-designation form.If a Participant dies and does not leave a surviving Spouse, any undistributed interests will be paid to any beneficiary or beneficiaries that theParticipant has designated on the beneficiary-designation form provided by the Plan Administrator. If a Participant dies and leaves no surviving Spouse and nobeneficiary is effectively designated in connection with the benefits due under the Plan, the benefits provided under the Plan will be distributed to anyeffectively designated beneficiary (as indicated 49Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.on the life insurance beneficiary-designation form) of any Company-sponsored life insurance of the Participant. If there is no beneficiary effectively designatedto take the proceeds of such life insurance, the benefits due under the Plan shall be distributed to the personal representative, if any, of the deceasedParticipant. In any case where the exact intention of a Participant is in doubt in connection with the designation of a beneficiary, the Plan Administrator shallhave full authority to determine such probable intention. The effectiveness of the Participant’s beneficiary designation and the Plan Administrator’sdetermination of the intention of the Participant shall be final and binding upon all parties.The Plan Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value of theaccount of a deceased Participant as the Plan Administrator may deem desirable. The Plan Administrator’s determination of death and of the right of anyperson to receive payment shall be conclusive. 8.8Direct Rollover of DistributionsNotwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect,at the time and manner prescribed by the Plan Administrator, to have any portion of a distribution from the Plan that is an Eligible Rollover Distribution paiddirectly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover, including, for distributions made after December 31, 2009, anindividual retirement plan described in Code Section 408(a) or (b) for non-spouse beneficiary Distributees as described in Code Section 402(c)(11). Effectivefor distributions made after October 30, 2009 and subject to the provisions of Section 3.3 of the Plan, an Eligible Rollover Distribution that includes amountsthat are not includable in gross income may be transferred pursuant to this Section 8.8 if the qualified trust or annuity contract described in section 403(b) ofthe 50Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Code receiving such Direct Rollover separately accounts for the portions of the distribution that are and are not includable in gross income. Effective forcalendar years beginning on or after December 31, 2008, solely for purposes of applying the direct rollover provisions of the Plan, 2009 required minimumdistributions pursuant to Code Section 401(a)(9)(H) and extended 2009 required minimum distributions will be treated as Eligible Rollover Distributions in2009. 8.9Qualified Reservist DistributionsThe Plan permits a Participant to elect a Qualified Reservist Distribution. For purposes of this Section 8.9, a Qualified Reservist Distribution is anydistribution to an individual who is ordered or called to active duty after September 11, 2001, if: (i) the distribution is from amounts attributable to electivedeferrals including After-Tax and Before-Tax Options; (ii) the individual was (by reason of being a member of a reserve component, as defined in Section 101of Title 37, United States Code) ordered or called to active duty for a period in excess of 179 days or for an indefinite period; and (iii) the Plan makes thedistribution during the period beginning on the date of such order or call, and ending at the close of the active duty period. A Participant that meets therequirements for a Qualified Reservist Distribution under this Section 8.9 will be treated as taking a distribution under this Section 8.9 regardless of whethersuch Participant is also entitled to distribution under Section 7.8. 51Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article IX – Loans to Participants 9.1GeneralA Participant will continue to be considered a Participant for purposes of this Article IX as long as the Participant continues to be a Party in Interest.At the direction of the Plan Administrator, the Trustee may make loans to Participants from the Plan. Plan loans will in all cases meet the followingrequirements. a)Loans will be available to all Participants on a reasonably equivalent basis. b)Loans will not be made available to Participants who are Highly Compensated Employees in an amount greater than the amount made available toother Participants. c)Loans will be made in accordance with all other specific provisions regarding Participant Loans under the Plan. d)Loans will bear a reasonable rate of interest as provided under Section 9.3. e)Loans will be adequately secured as provided under Section 9.4. 9.2AmountA Participant may apply for a loan from his account balance in the Plan subject to the limitations and other provisions of this Article IX or as may beadopted by the Plan Administrator. Application for loans is made by submitting an Appropriate Request with the Plan Administrator. The Plan Administrator’saction in approving or disapproving any application for a loan shall be final. The Plan Administrator, in his sole discretion, may direct the Trustee to lend aParticipant an amount which does not exceed fifty percent (50%) of the Participant’s Total Account Balance; provided, however, that the minimum loanamount shall be $1,000 and the maximum loan amount shall be $50,000. 52Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For purposes of determining whether a loan exceeds $50,000, such loan shall be added to the highest outstanding balance of all other loans from the Planor any other plans of the Employer during the twelve-month period preceding the date on which the loan is made (i.e., the date of the check). Participantsmaking application for a loan from the Plan may be required to demonstrate their creditworthiness to the satisfaction of the Plan Administrator.A Participant may have no more than two loans outstanding at a time. A Participant who has an existing loan and qualifies for a hardship withdrawalmay be required to obtain a second loan pursuant to Section 7.5(c).Loan proceeds may not be used for the purpose of investing in stocks, securities, or other similar or intangible investments. All loans shall be subject tothe approval of the Plan Administrator, or his designee, who shall review each application for a loan. The Plan Administrator shall adopt such rules,procedures and documents as he may deem advisable in regard to the granting of loans, provided such rules, procedures, and documents are consistent withthe provisions of this Article IX. 9.3Reasonable Rate of InterestEach loan will bear a reasonable rate of interest on the unpaid balance during the term of the loan which (except as provided in Section 9.14) will beequal to the prime rate plus one percent (1%), as reported in the Eastern Edition of the Wall Street Journal on the last day of the month preceding the month inwhich the Participant submits an Appropriate Request for a loan with the Plan Administrator. The interest rate on a loan will remain in effect for the term of theloan. 53Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9.4Adequate SecurityThe Participant shall grant to the Trustee a security interest in the loan account to the extent of his outstanding principal loan balance. The securityinterest will secure repayment of the loan and will remain in effect until the loan, together with accrued interest, is paid in full. The amounts in a Participant’sloan account used to secure the loan balance are not available for withdrawal or distribution. 9.5Source of FundsEach loan shall be treated as a separate investment of the portion of the Participant’s Plan account balance borrowed and the Plan Administrator shalldirect the Trustee to reduce the Participant’s Plan account balance by an amount equal to the amount borrowed. A loan account will be established for theParticipant reflecting the amount of his loan. The money borrowed will be taken from the Participant’s Plan accounts in the order shown below. The meaningof matured and unmatured accounts as used below relates to the status of contributions as explained in Section 7.1(c). Unless specifically indicated otherwise,an account includes both contributions and earnings thereon. Loan amounts will be taken from a Participant’s Investment Funds on a pro rata basis. First Before-Tax Option Account.Second Unmatured After-Tax Option Account.Third Company Matching Contributions Account.Fourth Employee Stock Account, except the Participant’s investment in the account.Fifth Employee Stock Account representing the Participant’s investment in the account.Sixth Rollover Account.Seventh Matured After-Tax Option Account. 54Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9.6Valuation of LoansThe value received by a Participant requesting a loan shall be determined in accordance with this Section. Loans will be processed as soon as practicableafter the Participant’s properly executed loan agreement is received by the Plan Administrator. Loans from the Default Investment Fund and Other InvestmentFunds shall be valued based on the Closing Price for such funds on the day the loan is processed. Loans from the CEG Common Stock Fund shall be valuedbased on the Transaction Price on the day the loan is processed. 9.7Loan RepaymentFor Participants who are active Employees, payments of principal and interest on the loan must be made by payroll deduction, whichever is applicable.Participants who are not active Employees are required to make regular monthly payments of principal and interest on the loan by personal check or moneyorder payable to the Company or its designee, as directed by the Plan Administrator. Each loan shall by its terms require that repayment (principal andinterest) be amortized in level payments over a loan term that is arrived at by mutual agreement between the Plan Administrator and the Participant. In no event(other than as provided under Section 9.14), however, will the term of the loan exceed five (5) years unless the loan is to be used to acquire a Participant’sprincipal residence, in which case, the term of the loan may not exceed thirty (30) years.A Participant may repay the entire outstanding balance of a loan, plus any accrued interest, at any time by personal check or money order made payableto the Plan or the Trustee. Loan repayments constituting a repayment of principal will be allocated to the Participant’s Plan accounts in the reverse order fromwhich borrowed. Within the accounts, principal repayments will be allocated among the various Investment Funds in accordance with the Participant’s mostrecent investment directions. The interest portion 55Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of the loan repayment will be allocated to the Participant’s Plan accounts on a pro rata basis in accordance with the amounts originally withdrawn from theParticipant’s accounts in order to fund the loan. Within such accounts, interest payments will be allocated among the various Investment Funds in accordancewith the Participant’s most recent investment directions. 9.8DefaultA default occurs if a Participant fails to make a loan payment within 90 days after its due date or a beneficiary fails to continue the loan repayments orto repay the loan in full within 90 days after the payment’s due date. Upon the occurrence of a default, the Participant or beneficiary, as the case may be, willbe subject to any legal remedies available for collecting the debt. In addition, the outstanding principal amount of the loan may be treated as a distribution,reportable to the Internal Revenue Service. If a Participant defaults on a loan while an active Employee, the Participant will be suspended from makingcontributions to, and taking loans from, the Plan for two (2) years from the date of default. If a Participant who is not an active Employee defaults on a loan,the Participant will be unable to take loans from the Plan for two (2) years from the date of default. The Plan Administrator shall have the discretion to allowadditional time for repayment, subject to the requirements of Code Section 72(p) and the Treasury Regulations promulgated thereunder. 9.9Death of a ParticipantIf a Participant dies prior to repaying a loan, the outstanding loan principal will be treated, and reported to the Internal Revenue Service, as a distributionto the beneficiary unless the beneficiary elects either to continue to make monthly loan repayments until the Plan balance is distributed to the beneficiary underthe provisions of Section 8.7(a), or to repay the outstanding principal balance, plus accrued interest, within 90 days after the last loan repayment was made. 56Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9.10Loan Agreement and AmendmentsA Participant’s loan will be evidenced by a loan agreement, which will include a promissory note and security agreement and payroll deductionauthorization, if applicable. Participants will be required to execute a document, or otherwise evidence their agreement electronically (in such form and manneras the Plan Administrator shall specify), specifying the terms of the loan. Amendments to the loan terms must be authorized by both parties; provided,however, that amendments required as a result of a change to any applicable law or regulation or the issuance of any new ruling or interpretation by anygovernmental agency may be made unilaterally to the Plan and the loan agreement upon written notice to the Participant. The loan is at all times subject to suchother conditions as may be required by the Internal Revenue Service or any other governmental agency. 9.11Assignment of InterestA Participant cannot assign his loan or obligation to repay his loan to any other person, corporation, or entity. Any attempted assignment of a Plan loanor obligation to repay will be void. 9.12Prohibited TransactionsNo loan shall be made unless such loan is exempt from the tax imposed on prohibited transactions by Code Section 4975. 9.13Loan Initiation FeesA Participant who applies for a loan will be charged a loan initiation fee, as determined from time to time by the Plan Administrator, which will bededucted from the Participant’s Plan account balance in the same manner set forth in Section 9.5. 57Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9.14Leaves of Absence 9.14(a)Non-Military Leaves of AbsenceParticipants who are on an approved leave of absence other than a Military Leave of Absence must continue to make loan repayments during such leave.Interest continues to accrue during such leave of absence at the original interest rate. 9.14(b)Military Leaves of AbsenceParticipants may elect to discontinue making loan repayments during a Military Leave of Absence, in which case the loan termination date shall beextended for a period equal to the length of the Military Leave of Absence (not to exceed the number of months of missed repayments). In addition, the loaninterest rate for any Participant who is on a Military Leave of Absence and who does not elect otherwise shall, while the Participant is on such Military Leaveof Absence, be the lesser of 6% per annum or the original interest rate. 58Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article X – Plan Administration 10.1Plan AdministratorThe Plan will be administered by the Director – Benefits of the Company (or the position succeeding to that function) as a fiduciary and as PlanAdministrator. The Plan Administrator shall discharge his duties for the exclusive benefit of Participants and their beneficiaries. The Plan Administrator shallbe authorized to delegate his duties and responsibilities hereunder. 10.2Rules and RegulationsThe Plan Administrator may adopt such rules and regulations as he may deem necessary or advisable for the administration of the Plan on a consistentand non-discriminatory basis. 10.3Powers and Duties of the Plan AdministratorThe Plan Administrator shall administer the Plan in accordance with its provisions and shall have all powers necessary for that purpose, including, butnot limited to, the power (i) to interpret the Plan, (ii) to resolve all questions concerning eligibility for benefits or loans under the Plan and to require any personto furnish such information as he may reasonably request as a condition to receiving any benefit or loan under the Plan, (iii) to compute or cause to becomputed the amount of benefits payable or loans available here under to Participants or their beneficiaries, and (iv) to direct the Trustee concerning allpayments that shall be made out of the Investment Funds pursuant to the provisions of the Plan. The Plan Administrator may, in writing, delegate any part ofhis responsibilities and duties (including but not limited to the approval of loans to Participants) to one or more designees and may withdraw such authorityby a subsequent writing. 59Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.10.4Records and ReportsThe Plan Administrator shall cause to be furnished to each Participant, on at least a semiannual basis and upon any withdrawal, distribution, or loan tohim, a detailed report, indicating the current value of the Participant’s interest in the Plan, as well as any other reports now or hereafter required by law to befurnished to each Participant or any regulatory agency. 10.5Procedure for Review of Claim 10.5(a)Denial of ClaimIf after a Participant makes a claim for benefits by submitting an Appropriate Request, such claim is denied in full or in part, the Plan Administratorshall, within ninety (90) days after receipt of the claim, provide the Participant (at the Participant’s last address appearing on the records of the Plan) withwritten notice by mail, in language calculated to be understood by the Participant, of the denial of the claim stating (i) the specific reasons for the denial, (ii) thespecific references to pertinent Plan provisions on which the denial is based, (iii) any additional material or information necessary for the Participant toresubmit the claim, including an explanation of why such material or information is necessary, and (iv) an explanation of the claims appeal procedure,including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. Ifspecial circumstances require an extension of time to process the claim, within 90 days after receipt of the claim, the Plan Administrator shall provide theParticipant with written notice by mail specifying the reasons for the need for an extension of time, and a date by which he expects to render a decision. In thatevent, the initial 90-day period for notice of denial shall be extended by an additional 90 days. 60Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.10.5(b)Appeal of ClaimIf a Participant’s claim has been denied or if the Participant has not received written notice of denial within the period prescribed by Section 10.5(a), hemay file an appeal with the Administrative Committee. The Participant or his duly authorized representative may request to review pertinent documents. Theappeal must be submitted in writing within sixty (60) days of the date the Participant receives notice of the denial. The appeal may be made by the Participantor his duly authorized representative. The appeal must state the reasons for the appeal and shall be accompanied by any evidence or documentation to supportthe Participant’s position. The Administrative Committee shall review the Participant’s appeal promptly and shall advise the Participant of his decision inwriting, in language calculated to be understood by the Participant, stating (i) the specific reasons for his decision with specific reference to pertinent Planprovisions on which the decision is based, (ii) that the Participant is entitled to receive, upon request and free of charge, reasonable access to and copies of alldocuments, records, and other information relevant to his claim, and (iii) that the Participant has a right to bring an action under Section 502(a) of ERISA.This written decision shall be sent to the Participant (at his last address appearing on the records of the Plan) by mail no later than 60 days after receiptof the written appeal, unless special circumstances require an extension of time for processing the appeal, obtaining more information or conducting aninvestigation of facts. In no event shall the written decision be sent to the Participant later than 120 days after receipt by the Administrative Committee of thewritten appeal. The determination of the Administrative Committee shall be final and binding on all parties and not subject to further appeal. 61Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.10.5(c)Exclusive MethodThe procedure for review of claims outlined in this Section 10.5 is the exclusive method available for resolving claims under the Plan, notwithstandingthe existence of other Employer procedures applicable to Employee grievances in other areas. No Participant or beneficiary is entitled to bring any action,whether at law or in equity, against any Employer or the Trustee or any of their respective agents, officers or employees, including the Plan Administrator, hisdesignees, or the Chief Human Resources Officer in connection with any right, privilege, or benefit provided under this Plan unless and until, as a conditionprecedent, all of the remedies provided under this Section 10.5 have been exhausted. 10.6Plan ExpensesThe Company may, in its sole discretion, determine from time to time which expenses incident to the operation and maintenance of the Plan, and the feesand expenses of the Trustee will be paid by either the Company or the Plan Participants. Any fees and expenses not paid by the Company shall be paid byPlan Participants.All brokerage fees and commissions, stock transfer taxes, and other charges incurred by the Trustee in connection with the purchase and sale of sharesof Common Stock for the CEG Common Stock Fund shall be borne by the CEG Common Stock Fund. All expenses and other charges incurred by the OtherInvestment Funds shall be borne by the respective fund.Administrative fees charged by the institutions which issue contracts for the Default Investment Fund shall be borne by the Default Investment Fundand shall be reflected in the interest rate for such Fund.Loan initiation fees will be paid by Plan Participants as set forth in Section 9.13. 62Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.The Plan Administrator shall not receive any compensation for his services as Plan Administrator. 10.7Fiduciary ResponsibilitiesThe Plan Administrator is the named fiduciary under the Plan within the meaning of Section 402(a) of ERISA, and shall control and manage theoperation and administration of the Plan.The Plan Administrator (and his delegatees), the Investment Committee, the Administrative Committee, the Trustee, and any other person who is deemedto be a fiduciary under the Plan, shall not be liable for a breach of fiduciary responsibility of another fiduciary under the Plan except to the extent it or he(a) shall have participated knowingly in, or shall have knowingly undertaken to conceal, an act or omission of such fiduciary, knowing such act or omissionwas a breach of the fiduciary’s fiduciary responsibilities, (b) shall have, through a breach of its or his fiduciary responsibilities, enabled such fiduciary tocommit a breach of its or his fiduciary responsibilities, or (c) shall have knowledge of a breach of fiduciary responsibilities by such fiduciary, unless it or hehas made reasonable efforts to remedy the breach.This Plan is an ERISA Section 404(c) plan, as described in Section 404(c) of ERISA and defined by Section 2550.404(c)-1 of Title 29 of the Code ofFederal Regulations. Under ERISA Section 404(c), Plan Participants and beneficiaries are generally deemed to be responsible for the results of their investmentdecisions, and fiduciaries of the Plan may be relieved of liability for any loss, or with respect to any breach of part 4 of Title I of ERISA, that is the direct andnecessary result of the exercise of control by Plan Participants and beneficiaries over assets in their Plan accounts. 63Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.10.8IndemnificationThe Plan Administrator (and his delegatees), members of the Board of Directors, the Executive Group, and the Investment Committee, theAdministrative Committee, and any other officer or employee of any Employer shall be indemnified by the Company or from proceeds under insurancepolicies purchased by the Company against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions ofthe Plan, including expenses reasonably incurred in the defense of any claim relating thereto. 64Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article XI – Management of Funds 11.1Trust FundThe Company shall maintain a Trust Agreement with a Trustee, pursuant to which a Trust shall be established to hold the assets of the Plan. All cashcontributions made by Participants and the Company under the Plan shall be paid over to the Trustee as soon as administratively practicable for the purposeof providing benefits under the Plan. No part of the corpus of or income from these funds shall be used for, or diverted to, purposes other than for theexclusive benefit of the Participants and their beneficiaries. 11.2Trust Agreement; Powers of TrusteeThe Trust Agreement shall be subject to the approval of the Board of Directors prior to execution of the Trust Agreement by the Company. TheCompany or the Plan Administrator may from time to time amend the Trust Agreement and shall give written notice of any such amendment to the Trustee.The Trust Agreement, as amended from time to time, shall contain provisions appropriate to carrying out the purposes of the Plan, including, but not limitedto, provisions with respect to (i) the power and authority of the Trustee, (ii) the investment, reinvestment, control, and disbursement of the Trust assets,(iii) the contract or contracts with one or more financial institutions for the Default Investment Fund, and (iv) the authority of the Company or the PlanAdministrator to amend the Trust Agreement, review the performance of the Trustee, and to terminate the Trust Agreement and settle the account of theTrustee. 11.3Removal and Resignation of TrusteeThe Company shall have the power, without terminating the Trust Agreement, to remove the Trustee and to designate a successor Trustee upon suchremoval or in the event the Trustee elects to resign. 65Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.11.4Accounts and Records Maintained by TrusteeThe Trustee or the Plan Administrator shall keep complete and accurate records of all of the assets of, and transactions involving, the Investment Fundswith respect to Participant Contribution Accounts under the After-Tax and/or Before-Tax Options, the Company Matching Contribution Accounts, theEmployee Stock Accounts and Rollover Accounts. If the records are maintained by the Trustee, it shall, in a timely manner, prepare and render all reports andaccounting required by law or regulation and shall provide the Plan Administrator with such reports, accountings, and other information as he mayreasonably request. All such records shall be available for inspection and copying during the Trustee’s normal business hours by the Plan Administrator, whomay elect to employ an independent certified public accounting firm to review the accounts and records maintained by the Trustee as of the close of each PlanYear and report the results of such review to the Plan Administrator. This report shall be made available by the Plan Administrator to the Board of Directors,along with such other reports and information as the Board of Directors shall, from time to time, request. 11.5Voting Rights 11.5(a)Common StockEach Participant shall have the right, and shall be afforded the opportunity (on the prescribed form) to instruct the Trustee how to vote or whether or notto tender shares of the Company’s Common Stock allocated to his Participant Contribution Account, Company Matching Contribution Account, EmployeeStock Account, and Rollover Account in the CEG Common Stock Fund. To the extent possible, fractional shares will be combined and voted by the Trustee toreflect the instructions of the Participants whose Participant Contribution Accounts, Company Matching Contribution Accounts, Employee Stock Accounts,and Rollover Accounts in the CEG Common Stock Fund have been allocated with such fractional shares. Shares of Common Stock with 66Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.respect to which no instructions are received shall be tendered by the Trustee, but shall be voted by the Trustee in the same proportions as the Trustee wasinstructed to vote with respect to the shares for which it received instructions. At the time of the mailing of any notice of an annual or special meeting of theCompany’s Common Stockholders, a copy of such notice and all accompanying proxy solicitation material, together with the prescribed voting instructionform, shall be furnished to each Participant.In the case of a tender offer, or other right or option with respect to Common Stock, a Participant who does not issue valid directions to the Trustee tosell, offer to sell, exchange or otherwise dispose of such Participant’s Common Stock, shall be deemed to have directed the Trustee that shares of CommonStock allocated to his Participant Contribution Account, Company Matching Contribution Account, Employee Stock Account, and Rollover Account remaininvested in the CEG Common Stock Fund. A Participant’s instruction to tender shares of Common Stock invested in the CEG Common Stock Fund shall notconstitute an Appropriate Request for a withdrawal or distribution pursuant to Articles VII and VIII, respectively. Any proceeds received as a result of the saleof Common Stock pursuant to a tender offer shall be credited to the Participant’s accounts from which the tendered shares were taken and shall be reinvestedin the CEG Common Stock Fund provided Common Stock is available for purchase and continues to be traded on a national securities exchange. In the eventthat, subsequent to any tender offer, Common Stock is no longer available and traded on a national securities exchange, Participants may elect to invest theproceeds received from the tendered Common Stock in one or more of the other available Investment Funds other than the CEG Common Stock Fund, bysubmitting an Appropriate Request to the Plan Administrator. Until such time that the Appropriate Request is received by the Plan Administrator, the proceedsreceived from the tendered Common Stock shall be invested in the Default Investment Fund. 67Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.11.5(b)Other Investment FundsEach Participant shall have the right, and shall be afforded the opportunity (on the prescribed form), to instruct the Trustee how to vote (if applicable)the Other Investment Fund shares held in his Participant Contribution Account, Company Matching Contribution Account, Employee Stock Account, andRollover Account. Shares of Other Investment Funds with respect to which no instructions are received shall be voted (if applicable) by the Company. At thetime of the mailing of any notice of an annual or special meeting of any Other Investment Fund, a copy of such notice and all accompanying proxy solicitationmaterial, together with the prescribed voting instruction form, shall be furnished by the Trustee to each Participant holding shares in the Other InvestmentFund. 68Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article XII – Amendment, Termination, Mergers, or Consolidations 12.1AmendmentThe Plan may be amended, from time to time, by the Plan Administrator as shall be necessary or advisable in the interpretation, administration, oroperation thereof or as required by law upon the advice of counsel. Further, the bonuses and incentives includable in Eligible Compensation in Appendix Cmay be amended by the Chief Executive Officer of the Company and the Chief Human Resources Officer of the Company, acting together. The ExecutiveGroup may make any amendment to the Plan that does not increase annual Plan liabilities by more than $1 million per amendment; the Company’s ChiefExecutive Officer shall report all such amendments to the Board of Directors no less frequently than annually. The Chief Human Resources Officer may makeany amendment to the Plan that does not increase the annual Plan liabilities materially, or as required by law upon the advice of counsel. In all other cases, thePlan may only be amended by resolution of the Board of Directors, who shall be entitled to delegate such authority. Under no circumstances shall the Plan beamended to cause any of the assets of the Investment Funds to be used for or be diverted to any purpose other than the exclusive benefit of Participants or theirbeneficiaries and defraying reasonable expenses of administering the Plan, or to cause the elimination or reduction of any Plan benefit as prohibited under theprovisions of Code Section 411(d)(6). Furthermore, no amendment may retroactively reduce the rate at which a Participant shall make contributions to suchInvestment Funds, or, except as may be required to conform with future governmental regulations, adversely affect the rights of any Participant with respect tocontributions made on his behalf prior to the date of such amendment. 69Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.12.2TerminationThe Plan may be terminated, in whole or in part, at any time, by resolution of the Board of Directors. The Trustee will thereafter be directed to liquidatethe Investment Funds. Upon any termination of the Plan other than as provided in Section 13.9, all Participant Contribution Accounts, Company MatchingContribution Accounts, Employee Stock Accounts, Rollover Accounts, and dividends, if any, accumulated under the provisions of Section 8.5(b), shall bedeemed to be matured, and distribution of the balances in such accounts shall be promptly made by the Trustee in accordance with direction from the PlanAdministrator. In making such distribution, any and all determinations, divisions, appraisals, apportionments, and allotments so made shall be final andconclusive. 12.3Merger or ConsolidationIn the event of any merger or consolidation of the Plan with, or transfer of any assets or liabilities of the Plan to, any other plan, each Participant shall beentitled to receive a benefit immediately after such merger, consolidation, or transfer (computed as if such other plan had then terminated) which is equal to orgreater than the benefit he would have been entitled to receive immediately before such merger, consolidation, or transfer (computed as if the Plan had thenterminated). 70Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Article XIII – General Provisions 13.1Source of PaymentBenefits under the Plan shall be payable only out of the Investment Funds. The Company shall have no responsibility or liability (legal or otherwise) tomake any payment of benefits under the Plan. No persons shall have any rights under the Plan with respect to such Investment Funds, or against the PlanAdministrator (and his delegatees), the Company, any other Employer, the Board of Directors, the Executive Group, the Investment Committee, theAdministrative Committee, or the Trustee, except as specifically provided for under the Plan. 13.2Inalienability of Benefits 13.2(a)GeneralNo benefit or interest available under the Plan will be subject to assignment, attachment, alienation, or other legal process, either voluntarily orinvoluntarily. Except as provided in Section 13.2(b), the preceding sentence will also apply to the creation, assignment, or recognition of a right to any benefitpayable with respect to a Participant pursuant to a domestic relations order. Except as provided in Section 13.2(c), benefits under the Plan will be madeavailable to and in the name of the person entitled to such benefits under the terms of the Plan, or to and in the name of such person’s authorized representative.Payments to any financial institution to the credit of such person will constitute payments to and in the name of the person entitled to such payments under theterms of the Plan.In addition, to the extent permitted by Code Section 401(a)(13), a Participant’s benefits may be offset against an amount that the Participant is ordered orrequired to pay to this Plan pursuant to a judgment in a criminal action involving this Plan, a civil judgment in connection with a violation or alleged violationof Part 4 of Subtitle B of Title I of ERISA, or a settlement agreement between the Secretary of Labor 71Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.and the Participant in connection with a violation or alleged violation of such Part. Furthermore, this Section 13.2(a) shall not preclude either (i) theenforcement of a Federal tax levy made pursuant to Code Section 6331, or (ii) the collection by the United Sates on a judgment resulting from an unpaid taxassessment, to the extent permitted under Code Section 401(a)(13) and the regulations thereunder. 13.2(b)Qualified Domestic Relations OrdersThe anti-alienation provisions of Section 13.2(a) do not apply to qualified domestic relations orders, as the term is defined in Code Section 414(p),ERISA 206(d)(3) and any applicable regulations thereunder. The Plan Administrator has established and will maintain written procedures to determine thequalified status of domestic relations orders and to administer distributions under such qualified orders. Further, to the extent provided under a qualifieddomestic relations order, a former Spouse of a Participant shall be treated as the Spouse or surviving Spouse for all purposes under the Plan. 13.2(c)Miscellaneous ExceptionsThe anti-alienation provisions of Section 13.2(a) do not apply to the payment of taxes to any governmental agency, to the extent such payment isauthorized by the person entitled to such payment under the terms of the Plan, or is otherwise required by a law that is not preempted by the ERISA anti-alienation provisions. 13.3Section 16 of the Securities Exchange Act of 1934Each Participant who is subject to Section 16 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder shall, ineffecting any transaction in the Plan, comply with all applicable provisions of such law, rules, and regulations in addition to the applicable Plan provisions. 72Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.13.4Put Option Rights Applicable to Common StockEffective February 1, 2006, but only to the extent required under the applicable rules of Code section 4975(e)(7) with regard to an employee stockownership plan of the type represented by the CEG Common Stock Fund, shares of Company Stock distributed to a Participant or Beneficiary with respect tothe CEG Common Stock Fund (including a distribution that is a withdrawal) that at the time of the distribution, are not readily tradable on an establishedmarket within the meaning of Code section 409(h), as determined by the Plan Administrator, shall be subject to a put option which shall permit the Participantor Beneficiary to sell such stock to the Company at any time during two option periods, at the fair market value of such shares (as of the most recent valuationdate). The first period shall be for at least 60 days beginning on the date of distribution. The second period shall be for at least 60 days beginning on the firstvaluation date in the calendar year following the year in which the distribution was made. The Plan Administrator may direct the Trustee to purchase sharestendered to the Company under a put option. Notwithstanding the foregoing, the period during which the put option is exercisable shall not include any timewhen the shares are determined by the Plan Administrator to be readily tradable, or when a Participant or Beneficiary is unable to exercise the put optionbecause the Company is prohibited from honoring it, as determined by the Company’s chief legal officer, by applicable federal or state laws, including forthese purposes any insider trading policy adopted by the Company in furtherance of applicable federal or state laws. Payment for any shares of stock soldunder a put option shall be made in a lump sum or in substantially equal annual installments over a period not exceeding five years, with interest payable at areasonable 73Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.rate (as determined by the Plan Administrator). For purposes of this Section, shares of Company Stock that are listed on a national securities exchangeregistered under Section 6 of the Securities Exchange Act of 1934 or that are quoted on a system sponsored by a national securities association registered undersection 15A(b) of the Securities Exchange Act of 1934 shall not be treated as ceasing to be readily tradable for these purposes merely because the Participant orBeneficiary who receives a distribution of such shares (i) is subject to a stock ownership policy of the Company, (ii) would be subject to liability underSection 16(b) of the Securities Exchange Act of 1934 if the Participant or Beneficiary transferred such shares, or (iii) is subject to volume limitation or mannerof sale requirements pursuant to Rule 144 under the Securities Act of 1933 with respect to transfers of such shares. Except as may be permitted underapplicable law or regulations, the rights of a Distributee of Company Stock under this Section 13.4 shall survive the termination of the Plan and anyamendment of the Plan. The Plan is not obligated to acquire securities from a Participant or Beneficiary at an indefinite time that is determined upon thehappening of an event, such as the death of the Participant or Beneficiary. 13.5Loss or Decline in ValueNeither the Plan Administrator, the Company, the Board of Directors, the Executive Group, the Investment Committee, the Administrative Committee,any officer or employee of any Employer, the Trustee, nor their delegatees, guarantees the assets of the Trust in any manner against loss or decline in value. 74Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.13.6No Right to EmploymentNothing contained in this Plan shall be construed as a contract of employment between any Participating Employer and any Employee, or as a right ofany Employee to continue in the employment of any Participating Employer or as a limitation of the right of any Participating Employer to discharge anyEmployee with or without cause. 13.7Controlling LawThe Plan and its administration shall be governed by the laws of the State of Maryland, except to the extent preempted by Federal law. 13.8Gender and NumberThe masculine pronoun, when used herein, refers to both men and women, and words used in the singular are intended to include the plural, wheneverappropriate. 13.9Titles and HeadingsTitles of Articles and headings to Sections in the Plan are placed herein solely for convenience of reference and, in any case of conflict, the text of thePlan, rather than such titles and headings, shall control. 13.10Approvals and Effective DateThis Plan as amended and restated shall become effective, provisionally, on September 1, 2006, and shall be submitted to the Internal Revenue Servicefor its review and approval. The Company may make further amendments to this Plan which it deems necessary or advisable to achieve Internal RevenueService approval. Upon such approval, the effectiveness of this Plan as amended and restated shall become final. If such approval is not forthcoming in aform satisfactory to the Company, this Plan as amended and restated shall be treated as null and void ab initio; and the Plan as previously approved by theInternal Revenue Service shall be deemed to have continued in operation in all respects and without change from that day forward. 75Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.********IN WITNESS WHEREOF, this restatement and the appendices attached thereto, effective January 31, 2012, were duly executed on this day ofJanuary, 2012. Mary LauriaChief Human Resources Officer 76Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX ADEFINITIONSAs used in the Plan, the following terms shall have the meaning set forth below, unless a different meaning is clearly required by the context in which theterm is used.1 “Administrative Committee” means the Adminstrative Committee consisting of members appointed from time to time by the Chief Executive Officer ofthe Company, or his delegate.2 “After-Tax Option” (formerly known as the “Thrift Option”) means the portion of the Plan under which an eligible Employee may contribute after-taxamounts to the Plan through payroll deduction.3 “Appropriate Request” is a request by a Participant, in the written, electronic, telephonic, or other form and manner provided by the PlanAdministrator that is appropriate for the intended purpose. To constitute an Appropriate Request, such request must be completed correctly and, if required tobe in writing, duly executed and delivered to the Plan Administrator or his designated representative.4 “Basic Contribution” means a Participant’s contribution to the Plan through the After-Tax and/or Before-Tax Options in an amount up to six percent(6%) of the Participant’s Eligible Compensation.5 “Board of Directors” means the Board of Directors of the Company.6 “Before-Tax Option” (formerly known as the “Deferred Compensation Option”) means the portion of the Plan under which an eligible Employee maycontribute pre-tax amounts to the Plan through payroll deduction.7 “CEG Common Stock Fund” means the Investment Fund under the Plan composed of shares of Common Stock and any amounts allocated to theCEG Common Stock Fund but not yet invested in Common Stock. The CEG Common Stock Fund also includes the earnings on amounts not yet invested inCommon Stock. The shares of Common Stock held by the CEG Common Stock Fund are purchased by the Trustee either in the open market or otherwiseacquired. 77Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8 “Closing Price” means the price as of the close of the New York Stock Exchange as determined by the Trustee based upon valuations provided byInvestment Managers (as that term is defined in the Trust Agreement), trustee of group trusts, sponsors of Mutual Funds, records of securities exchanges orvaluation services, market data providers or qualified appraisers.9 “Code” means the Internal Revenue Code of 1986, as amended or replaced from time to time.10 “Common Stock” means the Common Stock of the Company.11 “Company” means Constellation Energy Group, Inc. and its successors and assigns.12 “Company Matching Contribution Account” means an account established for each Participant into which Company Matching Contributions aremade. A Company Matching Contribution Account is established for each Participant in the Default Investment Fund, the CEG Common Stock Fund and theOther Investment Funds pursuant to the Participant’s investment designations. Prior to January 1, 2012, it meant an account established for each Participantin the CEG Common Stock Fund, into which shares of Common Stock purchased or acquired by the Trustee with Company Matching Contributions, loanrepayments, or dividends on shares of Common Stock already in such account are invested, or an account established for each Participant in the DefaultInvestment Fund and the Other Investment Funds pursuant to the interfund transfer provisions as set forth in the Plan. 78Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.13 “Company Matching Contributions” means contributions made by the Company to the Plan in an amount equal to one-half (1/2) of eachParticipant’s Basic Contribution ($.50 for each $1.00).14 “Compensation” as used throughout this Plan is intended to have the same meaning as under Code Section 414(s), and is limited to amounts earnedwhile an Employee.In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, annualCompensation of each Employee taken into account for any Plan Year beginning after December 31, 2001 under the Plan shall not exceed $200,000, asadjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies toannual compensation for such Plan Year.Compensation shall also include any elective deferrals, within the meaning of Code Section 402(g)(3), of the Employer with respect to the Employee, andany amount which is contributed or deferred by the Employer at the election of the Employee and which is not includable in the gross income of the Employeeby reasons of Code Sections 125 or 132(f)(4). A differential wage payment (as defined in Code Section 3401(h)(2)) shall not be included in the definition ofCompensation.15 “Corporate Performance Award Program” means the program established by the Company through which the Company made an annual contributionto the Employee Stock Account of each eligible Employee based on the attainment of certain annual performance goals established by the management of theCompany. Corporate Performance Award Program contributions and earnings thereon are taxed to the Employee when distributed or withdrawn from the Plan.The Company ceased making Corporate Performance Award Program contributions to the Plan after 1992. 79Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.16 “Default Investment Fund” means the T. Rowe Price Retirement Fund dated nearest to the year of the Participant’s 65th birthday, or such other fundas may be designated by the Investment Committee.17 “Designating Authority” means the Board of Directors or the Executive Group; provided, however, that (i) the Executive Group shall be a DesignatingAuthority only if the designation of a Participating Employer does not increase annual Plan liabilities by more than $1 million, and (ii) the Company’s ChiefExecutive Officer shall report all designations of Participating Employers by the Executive Group to the Board of Directors no less frequently than annually.18 “Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.19 “Distributee” means an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse (or a non-spousebeneficiary as described in Section 402(c)(11) of the Code) and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payeeunder a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former Spouse.20 “Effective Date” means October 1, 2004.21 “Eligible Compensation” means the base rate of pay paid by the Employer to an Employee for the Plan Year, before any reductions, but excludingovertime, and certain bonuses, incentives, or other forms of extra compensation. The bonuses and incentives to be included in Eligible Compensation are thoseforms of compensation enumerated in Appendix C attached hereto.In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, annualCompensation of each Employee taken into account for any Plan Year beginning after December 31, 2001 under the Plan shall not exceed $200,000, asadjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). The cost of living adjustment in effect for a calendar year applies toannual compensation for such Plan Year. 80Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.22 “Eligible Retirement Plan” means an individual retirement account described in Section 408(a) of the Code, a Roth individual retirement accountdescribed in 408A(b) of the Code (subject to current Roth individual retirement account conversion rules), an individual retirement annuity described inSection 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, an annuity contract described in Section 403(b) of the Code, an eligibleplan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or politicalsubdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, or a qualified trust described inSection 401(a) of the Code, that accepts the Distributee’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the caseof a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined inSection 414(p) of the Code.23 “Eligible Rollover Distribution” means any distribution from an Eligible Retirement Plan of all or any portion of the balance to the credit of aDistributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (notless frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and theDistributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required underSection 401(a)(9) of the Code; any amount that is distributed on account of hardship; and the portion of any distribution that is not includible in gross incomeunless specifically allowed under Section 3.3 (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). 81Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.24 “Employee” means any person who is employed by the Employer maintaining the Plan or any other Employer required to be aggregated with suchEmployer under Code Sections 414(b), (c), (m), or (o), but excludes any person who is paid and classified by the Employer as an independent contractor(regardless of whether such person is classified prospectively or retroactively by any court, governmental agency, or other authority as an employee under anyfederal, state, or local law, regulation, or rule for any income tax, wage withholding, wage and hour, or other purposes). Employee shall include a leasedemployee within the meaning of Code Sections 414(n)(2). Notwithstanding the foregoing, if leased employees are covered by a plan described in CodeSection 414(n)(5) and such leased employees do not constitute more than 20% of the Employer’s Nonhighly Compensated Employee work force, the term“leased employee” shall not include such leased employees.An Employee may be a Full-Time Employee or an On-Call Employee. A Full-Time Employee is any Employee employed on an ongoing and regularbasis who has a basic workweek generally consisting of 40 hours, although Employees who work part-time on a regular and ongoing basis with a basicworkweek of less than 40 hours are also considered to be Full-Time Employees. On-Call Employees constitute a reasonable classification of Employees who donot have a basic workweek, but rather work on an irregular, “on call” basis and do not participate in any “time off” or related benefit plans and arecompensated only for those hours actually worked.25 “Employee Stock Account” means an account established for each Participant in the CEG Common Stock Fund, into which shares of CommonStock purchased or acquired by the Trustee with Corporate Performance Award Program contributions, loan repayments, or with dividends on shares ofCommon Stock already in 82Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.such account are invested. The Employee Stock Account in the CEG Common Stock Fund is also comprised of amounts for an Employee or formerEmployee who elected to direct the transfer of the entire balance of his account in the Baltimore Gas and Electric Company Employee Stock Ownership Plan(ESOP) to this Plan upon termination of the ESOP. An Employee Stock Account is also established for each Participant in the Default Investment Fund andthe Other Investment Funds pursuant to the interfund transfer provisions as set forth in the Plan.26 “Employer” means the Company and any successor which shall maintain this Plan, and any subsidiaries or other affiliates required to be aggregatedwith the Company under Code Sections 414(b), (c), (m), or (o).27 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the pertinent rules and regulationspromulgated thereunder.28 “Executive Group” means the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, and Chief Human Resources Officer(or the positions succeeding to those functions), acting collectively.29 “Full-Time Employee” – See definition of “Employee.”30 “Highly Compensated Employee”, for purposes of the operation of the Plan, generally means an Employee who either received compensation greaterthan the amount prescribed in Code Section 414(q)(1) in the year preceding the current Plan Year (e.g., $90,000 for 2003 to determine who is a HighlyCompensated Employee in 2004). As used in this definition, compensation means compensation under Code Section 414(q)(4) and the accompanyingregulations. 83Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As used below in describing a Highly Compensated Employee, the “determination year” is the Plan Year for which testing is performed, and the “look-back year” is the immediately preceding 12-month period. Highly Compensated Employees may include both active and former Highly CompensatedEmployees.As provided under Code Section 414(q), an active Highly Compensated Employee includes any Employee who performed services for the Employerduring the determination year and who is described in either paragraphs (a) or (b) below. (a)Employees who at any time during the determination year or look-back year were 5-percent owners of the Employer, within the meaning of CodeSection 414(q)(2). (b)Employees who received compensation during the look-back year from the Employer in excess of $80,000 (as adjusted under CodeSection 414(q)(1)).A former Highly Compensated Employee includes any former Employee who separated from service (or was deemed to have separated) prior to thedetermination year, performs no service for the Employer during the determination year, and was an active Highly Compensated Employee for either theseparation year or any determination year ending on or after the day the Employee reaches age fifty-five (55).Unless otherwise specified, the term Highly Compensated Employee as used throughout the Plan shall refer to an active Highly Compensated Employee.The determination of who is a Highly Compensated Employee will be made in accordance with Code Section 414(q) and the regulations thereunder.31 “Hour(s) of Service” means: (1) each hour for which an Employee is directly or indirectly compensated or is entitled to receive Compensation fromthe Employer for the performance of duties during the applicable computation period; (2) each hour for which an Employee is directly or indirectlycompensated or entitled to receive Compensation from the Employer (irrespective of whether the employment 84Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.relationship has terminated) for reasons other than performance of duties (such as vacation, holidays, sickness, jury duty, disability, lay-off, military duty,or leave of absence) during the applicable computation period; (3) each hour otherwise recognized under one or more of the medical or time-off fringe benefitplans maintained by the Employer; and (4) each hour for which back pay is awarded or agreed to by the Employer without regard to mitigation of damages.The same Hour of Service shall not be credited under (1), (2), or (3), as the case may be, and under (4).Notwithstanding (2) above, no more than 501 Hours of Service are required to be credited to an Employee on account of any single continuous periodduring which the Employee performs no duties (whether or not such period occurs in a single computation period). An hour for which an Employee is directlyor indirectly paid, or is entitled to payment on account of a period during which no duties are performed is not required to be credited to the Employee if suchpayment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, or unemployment compensationor disability insurance laws. An Hour of Service is not required to be credited for a payment which solely reimburses an Employee for medical or medicallyrelated expenses incurred by the Employee.For purposes of (2) above, a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or duefrom the Employer directly, or indirectly through, among others, a trust fund, or insurer, to which the Employer contributes or pays premiums and regardlessof whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group ofEmployees. 85Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.An Hour of Service must be counted for the purpose of determining employment commencement date (or reemployment commencement date). Theprovisions of Department of Labor Regulations 2530.200b-2(b) and (c) are incorporated herein by reference.32 Reserved.33 “Investment Committee” means the Investment Committee consisting of members of senior management of the Company appointed from time to timeby the Chief Executive Officer of the Company. The Investment Committee shall have the authority to delegate its duties and responsibilities hereunder inwriting.34 “Investment Fund(s)” means, dependent upon the context in which used, one or more of the following funds: (1)CEG Common Stock Fund, (2)Default Investment Fund, or (3)any Other Investment Fund.35 “Military Leave of Absence” means a leave of absence from an Employer for a period of “qualified military service” as defined under CodeSection 414(u)(5).36 “Mutual Fund” means any mutual fund selected by the Investment Committee as an Investment Fund (other than the CEG Common Stock Fund andthe Default Investment Fund).37 “Nonhighly Compensated Employee” means any Employee who is not a Highly Compensated Employee.38 “On-Call Employee” – See definition of “Employee.”39 “Other Investment Fund” means any Mutual Fund, common, collective, or master trust fund, or other pooled investment fund selected by theInvestment Committee as an Investment Fund (other than the CEG Common Stock Fund and Default Investment Fund). 86Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.40 “Participant” means, except as provided in Articles VII, VIII, and IX, any eligible Employee who has completed the length-of-service requirements andbecome a member of the Plan under the provisions of Article II.41 “Participant Contribution Account” means an account(s) established to receive contributions made by a Participant, or made by the Company on theParticipant’s behalf, under the After-Tax and/or Before-Tax Options, and to which loan repayments and earnings on amounts held in the respective accountsare allocated. A Participant Contribution Account is established in one or more of the Investment Funds at the election of the Participant. Where the ParticipantContribution Account is established in the CEG Common Stock Fund, shares of Common Stock are allocated to the account. The Common Stock allocated tothe account is purchased by the Trustee with cash contributions and with dividends received on shares of Common Stock already in such account. Where aParticipant Contribution Account is established in one of the other Investment Funds, cash contributions and earnings on amounts already in the ParticipantContribution Account, are allocated to the Account. A Participant Contribution Account is also comprised of allocations of any cash contributed during aPayroll Period by the Participant, or by the Company on the Participant’s behalf, but not yet transferred to the Trustee.42 “Participant Contributions” means a Participant’s Basic Contributions and Supplemental Contributions, as applicable.43 “Participating Employer” means any Employer that has been designated as a Participating Employer by the Designating Authority, as set forth inAppendix E.44 “Party in Interest” is an active Employee and any other person described as a party in interest under ERISA Section 3(14). 87Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.45 “Payroll Period” means the basic work period of an Employee, which (i) for Employees paid on a weekly basis consists of seven (7) twenty-four(24) hour days, Monday through Sunday, (ii) for Employees paid on a bi-weekly basis consists of fourteen (14) twenty-four (24) hour days, Monday throughthe second following Sunday, and (iii) for Employees paid on a monthly basis consists of the days of each calendar month.46 “Plan” means the Constellation Energy Group, Inc. Employee Savings Plan.47 “Plan Administrator” means the Director – Corporate Benefits of the Company (or the position succeeding to that function) appointed by the Board ofDirectors.48 “Plan Year” means the Plan’s accounting year of twelve (12) months beginning on January 1 of each year and ending the following December 31.49 “Qualified Nonelective Contributions” means the contributions, if any, made by the Company to the Plan in the Company’s sole discretion,provided that such contributions are:(i) allocated uniformly on the basis of Compensation to the Participant Contribution Account of each Participant who is a NonhighlyCompensated Employee and is eligible to participate in the Before-Tax Option under the Plan; and(ii) for all purposes under the Plan, except as provided in Section 7.6 with respect to hardship withdrawals, treated as amounts contributed underthe Before-Tax Option.50 “Rollover Account” means an account(s) established when a Participant transfers, in cash, all or a portion of an Eligible Rollover Distribution to thePlan in accordance with the rollover provisions of the Plan as set forth in Article III. A Rollover Account is established in one or more of the Investment Fundsat the election of the Participant. Where the Rollover Account is established in the CEG Common Stock 88Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Fund, shares of Common Stock are allocated to the Account. Such shares are purchased by the Trustee with the transferred cash and with dividends receivedon shares of Common Stock already in such Account. Where a Rollover Account is established in one of the other Investment Funds, transferred cash andearnings on amounts already in the Rollover Account, are allocated to the Account.51 “Spouse” means a person of the opposite sex recognized as a Participant’s spouse under Federal law on the determination date.52 “Supplemental Contribution” means a Participant’s contribution to the Plan through the After-Tax and/or Before-Tax Options in excess of theParticipant’s Basic Contributions.53 “Total Account Balance” means, for purposes of determining the maximum loan available under the Plan, the total dollar value of the Participant’sPlan accounts (except dividends, if any, accumulated under the provisions of Section 8.5) as of the date the Plan receives the Participant’s executed loanagreement.54 “Transaction Price” means the actual price, net of commissions, the Trustee receives or pays for Common Stock when the Trustee sells or buysCommon Stock on the open market in order to satisfy Plan provisions relating to contributions, interfund transfers, withdrawals, distributions and loans.55 “Treasury” means the federal Treasury Department.56 “Trust” means the trust established under the provisions of Article XI of the Plan.57 “Trust Agreement” means the agreement between the Company and the Trustee, under which the assets of the Plan are held and managed pursuant toArticle XI of the Plan.58 “Trustee” means T. Rowe Price Trust Company or any successor Trustee appointed by the Board of Directors. 89Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX BCODE LIMITATIONS ON CONTRIBUTIONS TO THE PLANB-1 Dollar Limitation on Participants’ Before-Tax Option Contributions – During any Plan Year, a Participant’s contributions under the Before-TaxOption of the Plan, when combined with his elective deferrals within the meaning of Code Section 402(g)(3) under all other plans of the Employer and anyother employer during the Plan Year, may not exceed the limitation of Code Section 402(g) (e.g., $13,000 in 2004). This dollar limitation will be adjustedannually at the same time and in the same manner as provided under Code Section 402(g)(5). To prevent the limitation from being exceeded in any Plan Year,the Plan Administrator may prospectively limit the rate of contribution which a Participant may elect to contribute under the Before-Tax Option. Participantswhose Before-Tax Option contributions are limited by this Section B-1 are automatically treated as electing to increase their contributions under the After-TaxOption by an amount equal to the Participant’s Before-Tax Option contribution percentage in excess of the limitation.If due to an administrative error a Participant’s contributions under the Before-Tax Option exceed the limitation of Code Section 402(g) as of the close ofany Plan Year, the Participant will receive a distribution from the Plan of the amount constituting such excess Before-Tax Option contributions and any incomeor loss allocable thereto by no later than April 15th following the close of the Plan Year to which such excess deferrals relate.If during the Plan Year in which such excess Before-Tax Option contributions occurred, or prior to March 1st following the close of such Plan Year, aParticipant submits a written certification to the Plan Administrator stating that all or a portion of the Participant’s contributions to the Plan under the Before-Tax Option constitute excess 90Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.deferrals within the meaning of Code Section 402(g), the Participant will receive a distribution of such excess deferrals, which will be designated as such bythe Company, and any income or loss allocable to such excess deferrals by no later than April 15th following the close of the Plan Year to which the excessdeferrals relate.To the extent any Company Matching Contributions were allocable to the Participant’s account as a result of excess deferrals, such Company MatchingContributions and any income or loss allocable thereto will be forfeited and thereafter applied to reduce future Company contributions to the Plan.Distributions of excess deferrals required under this Section B-1 shall be made first from Participant’s Supplemental Contributions made under theBefore-Tax Option and income or loss allocable thereto and, thereafter, from Participant’s Basic Contributions made under the Before-Tax Option, and incomeor loss allocable thereto.Income or loss allocable to excess deferrals for the Plan Year will be computed using either a reasonable method that meets the requirements of TreasuryRegulation Section 1.402(g)-1(e)(5)(ii) or the fractional method under Treasury Regulation Section 1.402(g)-1(e)(5)(iii). For the purposes of clarity, the incomeor loss allocable to excess deferrals will not be calculated for the period after the close of the Plan Year in which the excess deferral occurred and prior to thedistribution (i.e. the ‘gap period’).For purposes of computing the Section B-2 limitations under Code Section 415(c), excess deferrals under Code Section 402(g) will be treated ascontributions under the Before-Tax Option, unless a distribution of such excess deferrals and any income or loss allocable thereto is made no later thanApril 15th following the close of the Plan Year to which such excess deferrals relate. Excess deferrals under Code Section 402(g) will be treated as contributionsunder the Before-Tax Option for purposes of computing the Code Section 401(k) limitations as provided in Section B-4.1, but only for contributions on behalfof Highly Compensated Employees, even if such excess deferrals and any income or loss allocable thereto is distributed by April 15th following the close ofthe Plan Year to which such excess deferrals relate. Excess deferrals by Nonhighly Compensated Employees will not be taken into account. 91Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.It is the intent of the Plan that the limitations set forth above will conform to the limitations prescribed by Code Section 402(g). As of the date of anyadjustment in the limitations prescribed by Code Section 402(g), the provisions of this Section B-1 will be deemed to have been amended to reflect suchadjustment.B-2 Limitation on Total Annual AdditionsB-2.1 Maximum Annual Additions – The total annual additions to a Participant’s account under this Plan and any and all other defined contributionplans of the Employer shall not in any limitation year exceed the lesser of the limitation in effect under Code Section 415(c)(1)(A) ($49,000 for 2009) asadjusted for cost of living increases pursuant to Code Section 415(d) or 100% of the Compensation as defined in Section 4.2(b) of the Plan actually paid ormade available to the Participant during such limitation year. “Annual addition”, for purposes of this Appendix B-2, means the sum of the following amountsallocated to the Participant’s Plan accounts for the limitation year: (a)Employer contributions, (b)Employee contributions, and (c)Forfeitures.Amounts contributed by the Participant under the rollover provisions of the Plan are not considered to be annual additions to a Participant’s account forpurposes of determining the limitations under this Section. Catch-up contributions under Section 3.1(a) of the Plan and repayment of loans to Participantsunder Article IX of the Plan are not annual additions to a Participant’s account for purposes of determining the limitations under this Section. 92Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.B-2.2 Elimination of Excess Annual Additions — To the extent necessary to prevent the limitation of this Section B-2 from being exceeded in anylimitation year, the Plan Administrator may prospectively reduce contributions under the Plan during such limitation year. A Participant’s prospectiveSupplemental Contributions under the After-Tax Option will be reduced first, followed in order by Supplemental Contributions under the Before-Tax Option,Basic Contributions under the After-Tax Option, and Basic Contributions under the Before-Tax Option until such reductions eliminate any excess annualadditions.B-2.3 Limitation Year — For purposes of applying the limitations of Code Section 415 to the Plan, the “limitation year” shall be the calendar year.If the Employer maintains multiple defined contribution plans that are aggregated with the Plan for purposes of Code Section 415 pursuant to AppendixB-2.4 and that have different limitation years, the rules of Code Section 415(c) will be applied to the limitation year of the Plan, and are to be applied withrespect to each limitation year of each other such plan. For each limitation year of the Plan, the requirements of Code Section 415 are applied to annualadditions that are made for that time period with respect to the Participant under all such aggregated plans.B-2.4 Aggregated Plans — The sum of the annual additions credited to a Participant’s account in any limitation year for all of the qualified definedcontribution plans of the Employer or a predecessor employer (as such term in used in Code Section 415(f) and the regulations thereunder), regardless ofwhether a plan is terminated, may not exceed the limitations of Code Section 415(c). 93Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.B-2.5 Incorporation by Reference — Notwithstanding anything contained in this Appendix B or Article IV of the Plan to the contrary, the limitations,adjustments, and other requirements prescribed in this Appendix B-2 shall at all times comply with the provisions of Code Section 415 and the regulationsthereunder, the terms of which are specifically incorporated herein by reference. As of the date of any adjustment in the limitations prescribed by CodeSection 415(c), the provisions of this Appendix B-2 will be deemed to have been amended to reflect such adjustment.B-3 Reserved.B-4 Limitation on Participant Contributions Under the Before-Tax Option (ADP Test)B-4.1 Maximum Annual Contributions — For each Plan Year, annual Participant contributions under the Before-Tax Option shall satisfy one of thefollowing actual deferral percentage (ADP) tests: (1)The actual deferral percentage for the group of Highly Compensated Employees who are eligible to participate under the Before-Tax Option for thePlan Year shall not be more than 125 percent of the actual deferral percentage for the group of Nonhighly Compensated Employees who are eligibleto participate under the Before-Tax Option for the Plan Year, or (2)The excess of the actual deferral percentage for the group of Highly Compensated Employees who are eligible to participate under the Before-TaxOption for the Plan Year over the actual deferral percentage for the group of Nonhighly Compensated Employees who are eligible to participateunder the Before-Tax Option for the Plan Year shall not be more than two (2) percentage points. Additionally, the actual deferral percentage for thegroup of Highly Compensated Employees who are eligible to participate under the Before-Tax Option for the Plan Year shall not exceed the actualdeferral percentage for the group of Nonhighly Compensated Employees who are eligible to participate under the Before-Tax Option for the PlanYear, multiplied by two (2). 94Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.In determining whether the Plan satisfies the limitation under this Section B-4, all Before-Tax Option contributions and other electivedeferrals, that are made to the Plan and any other plans of the Employer that are aggregated with the Plan for purposes of Code Section 401(a)(4)and 410(b) (other than Code Section 410(b)(2)(A)(ii)), are to be treated as made under a single plan. If the Plan and any other plans of theEmployer are permissively aggregated for purposes of satisfying this limitation under Section B-4, the aggregated plans must also satisfy CodeSections 401(a)(4) and 410(b) as though they were a single plan.For the purposes of this Section “actual deferral percentage” means, with respect to the group of Highly Compensated Employees who areeligible to participate under the Before-Tax Option and the group of Nonhighly Compensated Employees who are eligible to participate under theBefore-Tax Option for the Plan Year, the average of the actual deferral ratios, calculated separately for each Employee who is eligible to participateunder the Before-Tax Option for the Plan Year in each group.The “actual deferral ratio” for each such Employee is equal to the annual Participant contributions under the Before-Tax Option and any“Qualified Nonelective Contribution” made on behalf of such Participant divided by the Participant’s Compensation. For purposes of thisSection, Compensation generally means an Employee’s total Compensation for the Plan Year; however, Compensation does not include amountsrelated to any portion of the Plan Year in which an Employee was not eligible to 95Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.participate in the Before-Tax Option of the Plan. The actual deferral ratio of a Highly Compensated Employee is determined by treating all plans ofthe Employer that are subject to Code Section 401(k) under which the Highly Compensated Employee is eligible to participate (other than thosethat may not be permissively aggregated) as a single plan.The actual deferral ratio for each Employee who is eligible to participate under the Before-Tax Option and the actual deferral percentage forthe Highly Compensated Employee group and the Nonhighly Compensated Employee group shall be calculated to the nearest one-hundredth of onepercent.B-4.2 Elimination of Excess Contributions – To prevent the limitation under this Section B-4 from being exceeded in any Plan Year, the PlanAdministrator may prospectively limit the rate of contribution which a Highly Compensated Employee may elect to contribute under the Before-Tax Option.The Plan Administrator will establish a maximum rate of contribution for Highly Compensated Employees to avoid exceeding the limits of this SectionB-4.The maximum rate of contribution for Highly Compensated Employees will be determined by first reducing by 1/10 of a percent the rate of contributionunder the Before-Tax Option of the Highly Compensated Employees having the highest actual deferral ratio. The rate of contribution will be reduced until theADP test is satisfied, or until the actual deferral ratio is reduced to the point where it equals the ratio of the Highly Compensated Employee with the next highestactual deferral ratio. This “leveling” process will be repeated until the ADP test is satisfied.Highly Compensated Employee Participants whose Before-Tax Option contributions are prospectively limited by this Section B-4 are automaticallytreated as electing to increase their contributions under the After-Tax Option by an amount equal to the Participant’s Before-Tax Option contribution percentagein excess of the limitation. 96Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.If, after the end of the Plan Year, it is determined that the limitation of this Section B-4 has been exceeded, the Plan Administrator may authorize theTrustee to distribute the excess contributions and the income or loss allocable thereto to the Highly Compensated Employees with the highest dollar deferralamounts. Excess contributions are determined by first determining how much the actual deferral ratio of the Highly Compensated Employee with the highestactual deferral ratio would have to be reduced to satisfy the ADP test or cause such ratio to equal the actual deferral ratio of the Highly Compensated Employeewith the next highest ratio. Second, this process is repeated until the ADP test would be satisfied. The amount of excess contributions is equal to the sum ofthese hypothetical reductions multiplied by the Highly Compensated Employee’s Compensation. Excess contributions shall be distributed or recharacterized ascontributions under the After-Tax Option (each as set forth below), starting with the Highly Compensated Employee with the greatest dollar amount ofcontributions under the Before-Tax Option during the Plan Year until the amount of excess contributions has been accounted for. At the discretion of the PlanAdministrator, the excess contributions may be distributed on or before March 15th following the end of the Plan Year for which the limitation of this SectionB-4 is exceeded. With respect to the distribution of excess contributions, such distribution may be postponed, but not later than the close of the Plan Yearfollowing the Plan Year to which the contributions are allocable. To the extent any Company Matching Contributions were allocable to the Participant’s accountas a result of excess contributions, such Company Matching Contributions and income or loss allocable thereto will be forfeited and thereafter applied toreduce Company contributions to the Plan. 97Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Distributions required under this Section B-4.2 shall be made first from Participants’ Supplemental Contributions made under the Before-Tax Optionand income or loss allocable thereto and, thereafter, from Participants’ Basic Contributions made under the Before-Tax Option, and income or loss allocablethereto.Income or loss allocable to excess contributions for the Plan Year will be computed using either a reasonable method that meets the requirements ofTreasury Regulation Section 1.401(k)-2(b)(2)(iv)(B) or the fractional method under Treasury Regulation Section 1.401(k)-2(b)(2)(iv)(C). Income allocable toexcess contributions shall be determined on a date that is no more than 7 days before such contributions are distributed.In the event a distribution of excess contributions occurs, the Company will designate that the distribution is comprised of excess contributions andincome or loss allocable thereto.As an alternative to the distribution of amounts exceeding the limitation of this Section B-4.2 after the end of the Plan Year, the Plan Administrator maycause the excess contributions to be recharacterized first as “catch-up contributions” in accordance with, and subject to the limitations of, Section 414(v) of theCode to the extent that the Participant would otherwise be eligible to make such catch-up contributions under Section 3.1(a) of the Plan, and then ascontributions under the After-Tax Option. The option to recharacterize excess contributions is provided at the sole discretion of the Plan Administrator.The limitation set forth in this Section B-4 will be determined and the computation of any distribution or recharacterization of contributions requiredunder this Section B-4.2 will be made after adjustments are made to contributions under the Before-Tax Option as necessary to avoid exceeding the CodeSection 402(g) dollar limitations on contributions as provided in Section B-1. 98Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.It is the intent of the Plan that the limitations set forth in Section B-4.1 and the corrective measures set forth in Section B-4.2 will conform to therespective provisions of Code Section 401(k) and the accompanying regulations. As of the date of any adjustment in the limitations prescribed by CodeSection 401(k), the provisions of this Section B-4 will be deemed to have been amended to reflect such adjustment.B-5 Limitation on Participant Contributions Under the After-Tax Option and Company Matching Contributions (ACP Test)B-5.1 Maximum Annual Contribution – For each Plan Year, the actual contribution percentage (ACP) for the group of Highly Compensated Employeeswho are eligible to participate through Payroll Deduction for the Plan Year shall not exceed the greater of: (1)125 percent of the actual contribution percentage for the group of Nonhighly Compensated Employees who are eligible to participate throughPayroll Deduction for the Plan Year; or (2)the lesser of (a) 200 percent of the actual contribution percentage for the group of Nonhighly Compensated Employees who are eligible to participatethrough Payroll Deduction for the Plan Year, or (b) the actual contribution percentage for the group of Nonhighly Compensated Employees who areeligible to participate through Payroll Deduction for the Plan Year plus two (2) percentage points.In determining whether the Plan satisfies the limitation under this Section B-5, all employee and matching contributions that are made to the Plan andany other plans of the Employer that are aggregated with the Plan for purposes of Code Sections 401(a)(4) and 410(b) (other than CodeSection 410(b)(2)(A)(ii)), are to be treated as made under a single plan. If the Plan and any other plans of the Employer are permissively aggregated forpurposes of satisfying this limitation under Section B-5, the aggregated plans must also satisfy Code Sections 401(a)(4) and 410(b) as though they were asingle plan. 99Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.For purposes of this Section, “actual contribution percentage” for a Plan Year means, with respect to the group of Highly Compensated Employees whoare eligible to participate through the After-Tax and/or Before-Tax Options and the group of Nonhighly Compensated Employees who are eligible to participatethrough the After-Tax and/or Before-Tax Options for the Plan Year, the average of the actual contribution ratios, calculated separately for each Employee who iseligible to participate through the After-Tax and/or Before-Tax Options for the Plan Year in each group.The “actual contribution ratio” for each such Employee is equal to the sum of their annual Participant contributions under the After-Tax Option and theCompany Matching Contributions allocated to their accounts, divided by the Participant’s Compensation. For purposes of this Section, Compensationgenerally means an Employee’s total Compensation for the Plan Year; however, Compensation does not include amounts related to any portion of the Plan Yearin which an Employee was not eligible to participate under the After-Tax Option of the Plan or to have Company Matching Contributions allocated to hisaccount. The actual contribution ratio of a Highly Compensated Employee is determined by treating all plans of the Employer that are subject to CodeSection 401(m) under which the Highly Compensated Employee is eligible to participate (other than those that may not be permissively aggregated) as a singleplan.The actual contribution ratio for each Employee who is eligible to participate through the After-Tax and/or Before-Tax Options and the actual contributionpercentage for the Highly Compensated Employee group and the Nonhighly Compensated Employee group shall be calculated to the nearest one-hundredth ofone percent. 100Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.To the extent provided by Treasury regulations, the Plan Administrator may elect to apply the limitation under this Section by including Employeeelective deferrals under the Before-Tax Option.B-5.2 Elimination of Excess Contributions – To prevent the limitation under this Section B-5 from being exceeded in any Plan Year, the PlanAdministrator may prospectively limit the rate of contribution which a Highly Compensated Employee may elect to contribute under the After-Tax Option and,if necessary, may reduce amounts which would otherwise be contributed for a Highly Compensated Employee as a Company Matching Contribution.The Plan Administrator will establish a maximum rate of contribution for Highly Compensated Employees to avoid exceeding the limits of this SectionB-5.The maximum rate of contribution for Highly Compensated Employees will be determined by first reducing by 1/10 of a percent the rate of contributionunder the After-Tax Option, and any related Company Matching Contribution, of the Highly Compensated Employees having the highest actual contributionratio. The rate of contribution will be reduced until the ACP test is satisfied, or until the actual contribution ratio is reduced to the point where it equals the ratioof the Highly Compensated Employee with the next highest actual contribution ratio. This “leveling” process will be repeated until the ACP test is satisfied.Any After-Tax Option contributions resulting from the recharacterization of Before-Tax Option contributions under the provisions of Section B-4.2 areincluded in the computation of the actual contribution percentage and are subject to limitation under this Section B-5. If the After-Tax Option contributions ofthe Highly Compensated Employee with the highest average contribution ratio have been reduced to zero, and further reduction is necessary to avoid exceedingthe limitation, then Company Matching Contributions relating to Before-Tax Option contributions will be reduced also. 101Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Highly Compensated Employees whose After-Tax Option contributions are limited by this Section B-5, may elect to either prospectively increase theircontributions under the Before-Tax Option or increase their cash compensation by an amount equal to the percentage of Eligible Compensation in excess of thelimitation. If the Participant fails to make an election regarding such excess, the excess will be paid to the Participant as cash compensation. Anyrecharacterization elected by the Participant will be permitted only if it does not cause any other limitations described in Appendix B to be exceeded.If, after the end of the Plan Year, it is determined that the limitation of this Section B-5 has been exceeded, the Plan Administrator may authorize theTrustee to distribute the excess aggregate contributions and income or loss allocable thereto to the Highly Compensated Employees with the highest dollarcontribution amounts. Excess contributions are determined by first determining how much the actual contribution ratio of the Highly Compensated Employeewith the highest actual contribution ratio would have to be reduced to satisfy the ACP test or cause such ratio to equal the actual contribution ratio of the HighlyCompensated Employee with the next highest ratio. Second, this process is repeated until the ACP test would be satisfied. The amount of excess contributionsis equal to the sum of these hypothetical reductions multiplied by the Highly Compensated Employee’s Compensation. Excess contributions shall bedistributed as set forth below, starting with the Highly Compensated Employee with the greatest dollar amount of contributions under the After-Tax Optionduring the Plan Year until the amount of excess contributions has been accounted for. At the discretion of the Plan Administrator, the excess aggregatecontributions may be distributed on or before March 15th following the end of the Plan Year for which the limitation of this Section B-5 was exceeded. Withrespect to the distribution of excess aggregate contributions, such distribution may be postponed, but not later than the close of the Plan Year following the PlanYear to which the contributions are allocable. 102Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Distributions required under this Section B-5.2 shall be made first from Participants’ Supplemental Contributions made under the After-Tax Optionand income or loss allocable thereto, and, thereafter, from Basic Contributions made under the After-Tax Option and income or loss allocable thereto, andCompany Matching Contributions and income or loss allocable thereto.Income or loss allocable to excess aggregate contributions for the Plan Year will be computed using either a reasonable method that meets the requirementsof Treasury Regulation Section 1.401(m)-2(b)(2)(iv)(B) or the fractional method under Treasury Regulation Section 1.401(m)-2(b)(2)(iv)(C). Income allocableto excess aggregate contributions shall be determined on a date that is no more than 7 days before such contributions are distributed.In the event a distribution of excess aggregate contributions occurs, the Company will designate that the distribution is comprised of excess aggregatecontributions and income or loss allocable thereto.The limitation of this Section B-5 will be determined and the computation of any distribution of contributions required under this Section B-5.2 will bemade after adjustments are made to contributions under the Before-Tax Option as necessary to avoid exceeding Code Section 402(g) dollar limitations oncontributions as provided in Section B-1 or the Code Section 401(k) limitations on contributions as provided in Section B-4.It is the intent of the Plan that the limitations set forth in Section B-5.1 and the corrective measures set forth in Section B-5.2 will conform to therespective provisions of Code Section 40l(m) and the accompanying regulations. As of the date of any adjustment in the limitations prescribed by CodeSection 40l(m), the provisions of this Section B-5 will be deemed to have been amended to reflect such adjustment. 103Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.B-6 Gap Period Income on Excess Contributions and Excess Aggregate Contributions — The Plan Administrator will not calculate and distributeallocable income for the gap period (i.e., the period after the close of the Plan Year in which the excess contribution or excess aggregate contribution occurredand prior to the distribution). For purposes of this Appendix B-6, the term excess contribution is defined as in Code Section 401(k)(8)(B) and excess aggregatecontribution is defined as in Code Section 401(m)(6)(B). 104Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX CEMPLOYEE SAVINGS PLANBONUSES AND INCENTIVESINCLUDABLE IN BASIC COMPENSATIONFOR PARTICIPATING EMPLOYERSThe base rate of pay in the calculation of Eligible Compensation paid by the Participating Employer to an Employee includes the following: • NRC License Bonus • Electrician License Bonus • Plumber License Bonus • Service Operators Bonus • Outage Schedulers Bonus • Fire and Safety Responder (FASER) BonusThe following bonuses and/or incentive awards paid by the respective Participating Employers are includable in the calculation of EligibleCompensation for purposes of determining a Participant’s After-Tax and Before-Tax Option contributions and Company Matching Contributions: 1.Annual Bonuses* 2.Annual Incentive Award (excluding Nine Mile Point Nuclear Station, LLC)* 3.Annual Performance Award* 4.Commission Payments 5.Contract Incentive Rate Award 6.Emergency Work Payment 7.Lump Sum Pay Adjustments 8.Piece Work Payment 9.Promotion Recognition Award 10.Reliability Award* 11.Results Incentive Award* 12.Sales Bonus 105Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 13.Sales Incentive Award 14.Scale Rate Payment *Prior to January 1, 2004, each Participant employed by the applicable Participating Employer may elect to exclude the indicated bonus/award from EligibleCompensation, pursuant to an election which may be made available to all Employees of such Participating Employer at the Plan Administrator’sdiscretion. 106Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX DTOP HEAVY PROVISIONSD-1 Purpose – If the Plan is or becomes top-heavy in any Plan Year, the following provisions will supersede any conflicting provisions in the Plan.D-2 Definitions – As used in the Plan, the following terms shall have the meaning set forth below, unless a different meaning is clearly required by thecontext in which the term is used.D-2.1 RESERVEDD-2.2 “Anniversary Date” means December 31, the last day of the Plan Year.D-2.3 “Controlled Group” shall mean any group of corporations, partnerships or proprietorships which, together with the Company, are members of aControlled Group within the meaning of Code Section 1563(a), determined without regard to Code Section 1563(a)(4) or (e)(3)(C) or would be a part of such agroup if Code Section 1563(a) applied to partnerships or proprietorships.D-2.4 “Key-Employee” shall mean any person who meets the requirements of Code Section 416(i), and the regulations promulgated thereunder, whichare hereby incorporated by reference as if fully set out herein. For purposes of determining whether or not the Plan meets the requirements of Section D-3.2, theterm Key-Employee shall also include the beneficiary of a Key-Employee.D-2.5 “Permissive Aggregation Group” shall mean all plans in the Required Aggregation Group and any other Qualified Plan maintained by theCompany or by any member of the Controlled Group or Affiliated Service Group, but only if such group of plans would satisfy, in the aggregate, therequirements of Code Sections 401(a)(4) and 410 and contributions or benefits in the other Qualified Plans are comparable to contributions or benefits in theplans of the Required Aggregation Group. The Plan Administrator shall determine which plan or plans shall be taken into account in determining thePermissive Aggregation Group. 107Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.D-2.6 “Qualified Plan” shall mean any plan which is qualified under Code Section 401(a).D-2.7 “Required Aggregation Group” shall mean: (a)Each Qualified Plan of the Company or any member of the Controlled Group or the Affiliated Service Group in which at least one (1) Key-Employee participates; and (b)Any other Qualified Plan of the Company or any member of the Controlled Group or the Affiliated Service Group which enables a Plan describedin Section D-2.7(a) to meet the requirements of Code Sections 401(a)(4) and 410.D-2.8 “Top-Heavy Plan” shall mean the Plan, for any Plan Year in which the Plan meets the requirements of Section D-3.2.D-3 Top-Heavy Plan Requirements and DeterminationD-3.1 Top-Heavy Plan Requirements – For any Plan Year in which the Plan is determined to be a Top-Heavy Plan in accordance with Section D-3.2, thePlan shall be subject to the following: (a)special vesting requirements of Code Section 416(b); and (b)special minimum allocation requirements of Code Section 416(c).D-3.2 Top-Heavy Plan Determination (a)The Plan shall be considered a Top-Heavy Plan and shall be subject to the additional requirements of Section D-3.1, with respect to any Plan Year,if, as of the Anniversary Date of the preceding Plan Year (hereinafter referred to as the “determination date”) either: 108Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (i)the sum of the value of the aggregate accounts of Key-Employees exceeds sixty percent (60%) of a similar sum determined for allParticipants (the “60% Test”); or (ii)the Plan is part of a Required Aggregation Group, and the sum of the present value of accrued benefits and the value of the aggregateaccounts of Key-Employees in all Plans in such group exceeds sixty percent (60%) of a similar sum determined for all Participants. (b)For purposes of this Section D-3.2, the aggregate account of a Participant as of the determination date is the sum of: (i)the Company Matching Contribution Account and Employee Stock Account of such Participant as of the determination date adjusted forany contributions due as of the determination date, and further adjusted by including any Plan distributions made during a (1) yearperiod ending on the most recent determination date, except that in the case of any distribution made for a reason other than severance fromemployment, death, or disability, this provision shall be applied by substituting five (5) year period for (1) year period; and (ii)the Participant Contribution Account of such Participant. 109Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (c)For purposes of this Section D-3.2, present value of accrued benefits shall be determined, in the case of a defined benefit pension plan, under theprovisions of such a plan or plans. (d)Notwithstanding the provisions of subsection (a) hereinabove, the Plan shall not be a Top-Heavy Plan, if the Plan Administrator elects to treat thePlan as part of a Permissive Aggregation Group, and the Permissive Aggregation Group is not determined to be Top-Heavy using the criteria of the“60% Test” hereinabove. (e)Only those plans in which the determination dates fall within the same calendar year shall be included in a Required or a Permissive AggregationGroup in order to determine whether the Plan is a Top-Heavy Plan. (f)The account (and any accrued benefit) of an individual who has not performed services for the Employer at any time during the one (1) yearperiod ending on the determination date shall not be taken into account for purposes of Section D-3.2.D-4 Additional Top-Heavy Provisions – For purposes of determining whether or not the Plan meets the requirements of Section D-3.2, the term“Participant” as defined in Appendix A of the Plan shall also include the beneficiary of a Participant.Notwithstanding the provisions in Section 3.2(a) regarding the rate of Company Matching Contributions, for any Plan Year in which the Plan, or anyPermissive or Required Aggregation Group of which this Plan is a member, is a Top-Heavy Plan, the Company contributions to provide the minimumallocation or benefit requirement applicable to Top-Heavy Plans for allocation on behalf of any Participant who is not a Key-Employee and who is employed bythe Company on the last day of the Plan Year 110Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.will be provided under the Company’s defined benefit pension plan. In the event the Company’s defined benefit pension plan should be amended to not includethe above minimum allocation or benefit requirement, then the minimum allocation or benefit will be provided under this Plan less any Company contributionthat might be provided in any other Company defined contribution plan pursuant to Code Section 416(c). 111Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX EPARTICIPATING EMPLOYERSThe following Employers are Participating Employers as of the corresponding effective dates: Participating Employers EmployerCode ParticipationEffective Date(a) Baltimore Gas and Electric Company 001 July 1, 1978(b) BGE Home Products & Services, LLC (formerly known as BGE Home Products & Services,Inc.) 006 July 1, 1994(c) CER Generation, LLC 464 February 14, 2008(d) CNE Gas Holdings, Inc. (formerly known as Fellon-McCord Associates, Inc.) 035 January 1, 2003(e) Constellation Energy Commodities Group, Inc. (formerly known as Constellation Power Source,Inc.) 013 March 1, 1997(f) Constellation Energy Group, Inc. 018 April 30, 1999(g) Constellation Energy Projects and Services Group Advisors, LLC 603 March 28, 2011(h) Constellation Energy Projects and Services Group, Inc. (formerly known as ConstellationEnergy Source, Inc.) 011 December 1, 1995(i) Constellation NewEnergy, Inc. 034 September 1, 2002 112Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Special Provisions: • Under Section 3.3, Participants who are active employees of Constellation NewEnergy, Inc. onthe date of the closing of the transaction contemplated in the Stock Purchase Agreement, mayalso roll over as part of a distribution from the AES Corporation Profit Sharing and StockOwnership Plan (“DC Plan”) notes evidencing such employee’s DC Plan loans and the portionof such distribution that is not includable in gross income. • Under Section 7.1(c), rollover of a distribution from the DC Plan for Participants who areactive employees of Constellation NewEnergy, Inc. on the date of the closing of the transactioncontemplated in the Stock Purchase Agreement mature immediately. (j) Constellation Operating Services 023 April 1, 2003(k) Constellation Power, Inc. 014 June 1, 1998(l) Constellation Power Source Generation, Inc. 028 April 1, 2001(m) COSI Sunnyside, Inc. 024 April 1, 2003The following Employers were Participating Employers as of the corresponding effective dates, but are no longer: Participating Employers EmployerCode ParticipationEffective Date(a) BGE Commercial Building Systems, Inc. 008 January 1, 1996 through October 31,2003(b) Constellation Investments, Inc. 012 January 1, 1997 through December31, 1999(c) Constellation Operating Services, Inc. 029 April 1, 2003 throughOctober 1, 1999(d) Constellation Power Source Holdings, Inc. 032 July 1, 2000(e) Constellation Real Estate, Inc. 017 April 1, 2001 through December 31,2003(f) COSI Central Wayne, Inc. (Employees represented by a union under a collective bargainingagreement are not eligible to participate.) 021 April 1, 2003 through September 8,2003(g) COSI Puna, Inc. 022 April 1, 2003 through June 6, 2004(h) COSI Synfuels, Inc. 025 April 1, 2003 through June 10, 2008 113Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(i) PCI Operating Company Partnership 026 April 1, 2003 through March 31, 2008(j) Robinson Bend Operating Two, LLC 349 November 14, 2005 through November12, 2006 114Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.69FIRST AMENDMENT TO THECONSTELLATION ENERGY GROUP, INC.EMPLOYEE SAVINGS PLAN(Amended and Restated Effective January 31, 2012)WHEREAS, Exelon Corporation (the “Company”) sponsors the Constellation Energy Group, Inc. Employee Savings Plan for (Amended and RestatedEffective as of January 31, 2012) (the “Plan”), which is intended to meet the requirements of the provisions of the Internal Revenue Code of 1986, (asamended) (the “Code”); andWHEREAS, the Company desires to amend the Plan in certain respects; andWHEREAS, pursuant to Section 12.1 of the Plan the Chief Human Resources Officer may authorize any amendment to the Plan that does not increasePlan liabilities materially;NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective January 1, 2012: 1.By adding a new paragraph at the end of Section 11.5(a) as follows:Notwithstanding the foregoing, with respect to a tender offer for the purchase or exchange of less than five percent (5%) of the outstanding sharesof Common Stock, the Company shall direct the Trustee with respect to the sale, exchange or transfer of the shares of Common Stock held in the TrustFund, and the Trustee shall follow the direction of the Company.********Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, Exelon Corporation has caused this instrument to be executed by its Senior Vice President & Chief Human ResourcesOfficer, on this day of June, 2012. EXELON CORPORATIONBy: Senior Vice President & Chief Human Resources OfficerSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.70SECOND AMENDMENT TO THECONSTELLATION ENERGY GROUP, INC.EMPLOYEE SAVINGS PLAN(Amended and Restated Effective January 31, 2012)WHEREAS, Exelon Corporation (the “Company”), a Pennsylvania corporation, sponsors and maintain a qualified retirement plan for the benefit ofemployees of the Company and certain of its subsidiaries titled, “Constellation Energy Group, Inc. Employee Savings Plan” (the “Plan”), which has beenamended and restated effective as of January 31, 2012;WHEREAS, the Company has entered into that Agreement and Plan of Merger, dated as of April 28, 2011, by and among Exelon Corporation, BoltAcquisition Corporation (the “Merger Sub”) and Constellation Energy Group, Inc. (“Constellation”) (the “Merger Agreement”);WHEREAS, pursuant to the Merger Agreement, the Merger Sub merged with and into Constellation and the separate existence of the Merger Subceased; Constellation merged with and into Exelon, and the separate existence of Constellation ceased; and Exelon continued as the surviving corporation; andWHEREAS, the Company desires to amend the Plan to restrict participation in the Plan to individuals participating in the Plan immediately before theEffective Time (as such term is defined in the Merger Agreement) and to other eligible individuals who are initially employed on or after the Effective Time at afacility owned immediately before the Effective Time by: (i) the Constellation, or (ii) an affiliate that was an affiliate of Constellation immediately before theEffective Time; andSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.WHEREAS, the Company desires to amend the Plan in certain aspects to resemble more closely the Company’s Employee Savings Plan, a profitsharing plan with a qualified cash or deferred arrangement, and to reflect the Company’s administrative and fiduciary practices;WHEREAS, pursuant to the January 24, 2012 resolutions of the Company Board of Directors, Company officers are authorized to take such actionsand execute such documents, including amendments to the Constellation plan as deemed necessary to meet the goals set forth therein;NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Time, unless otherwise noted:1. By replacing the word “CEG” with the word “Company” in the phrases “CEG Common Stock” and “CEG Common Stock Fund” in each instance that itappears.2. By adding a sentence to the end of Section 1.1, as follows:Effective as of the Effective Time, shares of common stock of Constellation Energy Group, Inc. were converted to common shares of ExelonCorporation, pursuant to the Merger Agreement, at a conversion rate of .9300. Effective January 1, 2013, the Plan is designated as a “profit sharingplan” within the meaning of section 1.401-1(a)(2)(ii) of the Regulations; and is also designated as an ERISA section 404(c) Plan within the meaning ofsection 2550.404c-1 of the Regulations.3. Effective January 1, 2013, by adding the phrase “and Profit Sharing Matching Contributions” after the phrase “Company Matching Contributions” in thethird sentence of Section 1.2.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4. Effective January 1, 2013, by renaming Section 1.3(c) from “Company Matching Contributions” to “Employer Contributions” and adding a secondparagraph to the end of the section, as follows:In addition, and likewise subject to the limitations of Articles III and IV and Appendix B of the Plan, each Participant shall be eligible to receive aProfit Sharing Matching Contribution, provided that such Participant either (i) is an Employee on the last day of such Plan Year, (ii) is not employed onsuch day as a result of an approved unpaid leave of absence during such Plan Year, (iii) terminates employment during such Plan Year (1) afterattaining age 50 and completing at least 10 years of service, as determined by the Plan Administrator, (2) as a result of circumstances entitling theParticipant to separation benefits under an Employer’s severance benefit plan, (3) as a result of a disability that entitles the Participant to benefits underan Employer’s long-term disability plan, or (4) on account of the Participant’s death. Participants shall be eligible for Matching Contributions beginningwith any such contribution made in 2014 based on Plan Year 2013 performance in accordance with Section A-48(a).5. By adding a new section 2.1(d), as follows: 2.1(d)Effect of Merger AgreementIf an Employee who was an Employee on or prior to the Effective Time transfers employment to or is reemployed by Exelon in a job classificationwith respect to which similarly situated employees of Exelon are not eligible to participate in the Plan but are instead eligible to participate in a ParentBenefit Plan (as such term is defined in the Merger Agreement) that is intended to be qualified under Section 401(a) or 401(k) of the Code (each suchplan, an “Exelon Retirement Plan”), then such individual shall upon such transfer or reemployment remain a Participant in the Plan and shall notparticipate in the Exelon Retirement Plan. If a participant in an Exelon Retirement Plan who was a participant in such plan on or prior to the EffectiveTime transfers employment to or is reemployed by a Participating Employer in a job classification with respect to which similarly situated employees ofsuch Participating Employer are not eligible to participate in such plan but are instead eligible to participate in the Plan, then such individual shall uponsuch transfer or reemployment remain a participant in the Exelon Retirement Plan and shall not participate in the Plan.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.6. Effective January 1, 2013, by deleting and replacing the first sentence of Section 3.1(e) as follows:An authorized leave of absence shall not constitute a termination of employment, but shall, except as provided in Section 3.1(f), operate to suspendParticipant contributions, related Company Matching Contributions, and Profit Sharing Matching Contributions (the latter as set forth inSection 1.3(c)).7. Effective January 1, 2013, by adding a new sentence immediately before the last sentence in the first paragraph of Section 3.1, as follows:A Profit Sharing Matching Contribution will be made in accordance with Section 3.3.8. Effective January 1, 2013, by adding a new Section 3.3, as follows, and re-numbering the subsequent sections: 3.3Profit Sharing Matching ContributionsBeginning with any Profit Sharing Matching Contribution made in 2014 based on Plan Year 2013 performance in accordance with Section A-48(a)and subject to the limitations described in Article IV and Appendix B, the Company will contribute the Profit Sharing Matching Contribution to the Planon behalf of each Participant at its discretion.Profit Sharing Matching Contributions will be made completely in cash and are invested in the Investment Funds designated by the Participant.9. Effective 1/1/2012, by adding a sentence after the first sentence of current Section 3.3 (to be renumbered as Section 3.4), and correcting any cross-referencesto former section 3.3, as follows:A Participant who rolls over an Eligible Rollover Distribution from a qualified retirement plan, or on whose behalf a direct transfer is made, inconjunction with a corporate transaction shall also be permitted to rollover or transfer in-kind any promissory notes evidencing any loans under thatplan, to the extent the agreement memorializing the transaction so provides.10. By replacing the phrase “Investment Committee” with the phrase “Investment Office” in Sections 5.1(a)(3) and 13.1.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.11. Effective January 1, 2013, reference to “Company Matching Contributions” and “Company Matching Contributions Account” shall be replaced byreference to “Employer Contributions” and “Employer Contribution Account” in Sections 4.1, 4.2(b), 4.2(d), 5.1(a), the heading and Paragraph 2 of 5.1(d),5.2(b), 5.3(a), 6.2), 7.1(c), 7.3(c), 7,4, 8,2(b), 8.4(b), 8.4(c), 8.6, 9.5, 11.4, 11.5(a), 11.5(b), 12.2), Appendix B-1, Appendix B-4.2, Appendix B-5,Appendix C, Appendix D-3.2(b)(i), Appendix D-412. Effective January 1, 2013 by deleting “As with Company Matching Contributions,” from the last sentence of Section 5.1(e).13. By deleting Sections 10.1, 10.2, 10.3, 10.4, 10.5, 10.7 and 10.8, and replacing them as follows, and re-numbering the remaining, subsequent sections:Section 10.1 The Plan Administrator, the Investment Office and the Corporate Investment Committee. 10.1(a)The Plan AdministratorThe Company, acting through its Director, Employee Benefit Plans & Programs, or such other person or committee appointed by the ChiefHuman Resources Officer from time to time (such director or other person or committee, the “Plan Administrator”), shall be the “administrator” of thePlan, within the meaning of such term as used in ERISA. In addition, the Plan Administrator shall be the “named fiduciary” of the Plan, within themeaning of such term as used in ERISA, solely with respect to administrative matters involving the Plan and not with respect to any investment of thePlan’s assets. The Plan Administrator shall have the following duties, responsibilities and rights: (i)The Plan Administrator shall have the duty and discretionary authority to interpret and construe the Plan in regard to all questions ofeligibility, the status and rights of Participants, distributees and other persons under the Plan, and the manner, time, and amount ofpayment of any distribution under the Plan. Benefits under the Plan shall be paid to a Participant or Beneficiary only if the PlanAdministrator, in its discretion, determines that such person is entitled to benefits.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii)The Plan Administrator shall direct the Trustee to make payments of amounts to be distributed from the Trust under Article 8 (relating towithdrawals and distributions). (iii)The Plan Administrator shall supervise the collection of Participants’ contributions made pursuant to Article 5 (relating to Employeecontributions) and the delivery of such contributions to the Trustee. (iv)The Plan Administrator shall have all powers and responsibilities necessary to administer the Plan, except those powers that arespecifically vested in the Investment Office, the Corporate Investment Committee or the Trustee. (v)Each Employer shall, from time to time, upon request of the Plan Administrator, furnish to the Plan Administrator such data andinformation as the Plan Administrator shall require in the performance of its duties. (vi)The Plan Administrator may require a Participant or Beneficiary to complete and file certain applications or forms approved by the PlanAdministrator and to furnish such information requested by the Plan Administrator. The Plan Administrator and the Plan may rely uponall such information so furnished to the Plan Administrator. (vii)The Plan Administrator shall be the Plan’s agent for service of legal process and forward all necessary communications to the Trustee. 10.1(b)Removal of Plan AdministratorThe Chief Human Resources Officer shall have the right at any time, with or without cause, to remove the Plan Administrator (including anymember of a committee that constitutes the Plan Administrator). The Plan Administrator may resign and the resignation shall be effective upon deliveryof the written resignation to the Chief Human Resources Officer or upon the Administrator’s termination of employment with the Employers. Upon theresignation, removal or failure or inability for any reason of the Plan Administrator to act hereunder, the Chief Human Resources Officer shall appoint asuccessor. Any successor Plan Administrator shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for theacts of the predecessor. None of the Company, any officer, employee or member of the board of directors of the Company who is not the Chief HumanResources Officer, nor any other person shall have any responsibility regarding the retention or removal of the Plan Administrator.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 10.1(c)The Investment OfficeThe Investment Office, shall be the “named fiduciary” of the Plan, within the meaning of such term as used in ERISA, solely with respect tomatters involving the investment of assets of the Plan and, any contrary provision of the Plan notwithstanding, in all events subject to the limitationscontained in Sections 404(a)(2) and 404(c) of ERISA, the terms of the Plan, and all other applicable limitations. The Investment Office shall have thefollowing duties, responsibilities and rights: (i)The Investment Office shall be the “named fiduciary” for purposes of designating the investment funds under Section 6.2 and forpurposes of appointing one or more investment managers as described in ERISA. (ii)The Investment Office shall be solely responsible for all matters involving investment of the Employer Stock Fund described inSection 6.2 and no other person shall have any responsibility with respect to investment of such fund; provided, however, that effectiveJune 21, 2012, the Investment Office has appointed an independent investment manager under section 3(38) of ERISA to manage theinvestment of the Common Stock in the Company Common Stock Fund and such investment manager (rather than the InvestmentOffice) shall be solely responsible for any and all investment decisions relating thereto. (iii)Each Employer shall, from time to time, upon request of the Investment Office, furnish to the Investment Office such data andinformation as the Investment Office shall require in the performance of its duties. 10.1(d)The Corporate Investment CommitteeThe Company acting through the Corporate Investment Committee shall be responsible for overall monitoring of the performance of the InvestmentOffice. The Corporate Investment Committee and the Company’s Chief Investment Officer shall have the right at any time, with or without cause, toremove one or more employees of the Exelon Investment Office or to appoint another person or committee to act as Investment Office. Any successorInvestment Office employee shall have all the rights, privileges and duties of the predecessor, but shall not be held accountable for the acts of thepredecessor. The power and authority of the Corporate Investment Committee with respect to the Plan shall be limited solely to the monitoring andremoval of the employees of the Investment Office and the Corporate Investment Committee shall have no other duties or responsibilities with respect tothe Plan. None of the Company, any officer employee, or member of the board of directors who is not a member of the Corporate Investment Committee,nor any other person shall have any responsibility regarding the appointment or removal of the employees of Investment Office.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 10.1(e)Status of Plan Administrator, the Investment Office and the Corporate Investment CommitteeThe Plan Administrator, any person acting as, or on behalf of, the Investment Office, and any member of the Corporate Investment Committeemay, but need not, be an Employee, trustee or officer of an Employer and such status shall not disqualify such person from taking any actionhereunder or render such person accountable for any distribution or other material advantage received by him or her under this Plan, provided that noPlan Administrator, person acting as, or on behalf of, the Investment Office, or any member of the Corporate Investment Committee who is a Participantshall take part in any action of the Plan Administrator or the Investment Office on any matter involving solely his or her rights under this Plan. 10.1(f)Notice to Trustee of MembersThe Trustee shall be notified as to the names of the Plan Administrator and the person or persons authorized to act on behalf of the InvestmentOffice. 10.1(g)Allocation of ResponsibilitiesEach of the Plan Administrator, the Investment Office and the Corporate Investment Committee may allocate their respective responsibilities andmay designate any person, persons, partnership or corporation to carry out any of such responsibilities with respect to the Plan. Any such allocation ordesignation shall be reduced to writing and such writing shall be kept with the records of the Plan. 10.1(h)General GovernanceThe Corporate Investment Committee shall elect one of its members as chairman and appoint a secretary, who may or may not be a member ofsuch Committee. All decisions of the Corporate Investment Committee shall be made by the majority, including actions taken by written consent. ThePlan Administrator, the Investment Office and the Corporate Investment Committee may adopt such rules and procedures as it deems desirable for theconduct of its affairs, provided that any such rules and procedures shall be consistent with the provisions of the Plan. 10.1(i)IndemnificationThe Employers hereby jointly and severally indemnify the Plan Administrator, the persons employed in the Exelon Investment Office, themembers of the Corporate Investment Committee, the Chief Human Resources Officer, and the directors, officers and employees of the Employers andeach of them, from the effects and consequences of their acts, omissions and conduct in their official capacity with respect to the Plan (including but notlimited to judgments, attorney fees and costs with respect to any and all related claims, subject to the Company’s notice of and right to direct anylitigation, select any counsel or advisor, and approve any settlement), except to the extent that such effects and consequences result from their ownwillful misconduct. The foregoing indemnification shall be in addition to (and secondary to) such other rights such persons may enjoy as a matter oflaw or by reason of insurance coverage of any kind.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 10.1(j)No CompensationNone of the Plan Administrator, any person employed in the Exelon Investment Office nor any member of the Corporate Investment Committeemay receive any compensation or fee from the Plan for services as the Plan Administrator, the Investment Office or a member of the CorporateInvestment Committee; provided, however that nothing contained herein shall preclude the Plan from reimbursing the Company or any Employer forcompensation paid to any such person if such compensation constitutes “direct expenses” for purposes of ERISA. The Employers shall reimburse thePlan Administrator, the persons employed in the Exelon Investment Office and the members of the Corporate Investment Committee for any reasonableexpenditures incurred in the discharge of their duties hereunder. 10.1(k)Employ of Counsel and AgentsThe Plan Administrator, the Investment Office and the Corporate Investment Committee may employ such counsel (who may be counsel for anEmployer) and agents and may arrange for such clerical and other services as each may require in carrying out its respective duties under the Plan. 10.2Claims ProcedureAny Participant or distributee who believes he or she is entitled to benefits in an amount greater than those which he or she is receiving or hasreceived may file a claim with the Plan Administrator. Such a claim shall be in writing and state the nature of the claim, the facts supporting the claim,the amount claimed, and the address of the claimant. The Plan Administrator shall review the claim and, unless special circumstances require anextension of time, within 90 days after receipt of the claim, give notice to the claimant, either in writing by registered or certified mail or in an electronicnotification, of the Plan Administrator’s decision with respect to the claim. Any electronic notice delivered to the claimant shall comply with thestandards imposed by applicable Regulations. If the Plan Administrator determines that special circumstances require an extension of time for processingthe claim, the claimant shall be so advised in writing within the initial 90-day period and in no event shall such an extension exceed 90 days. Theextension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render thebenefit determination. The notice of the decision of the Plan Administrator with respect to the claim shall be written in a manner calculated to beunderstood by the claimant and, if the claim is wholly or partially denied, the Plan Administrator shall notify the claimant of the adverse benefitdetermination and shall set forth the specific reasons for the adverse determination, the references to the specific Plan provisions on which thedetermination is based, a description of any additional material or information necessary for the claimant to perfect the claim, an explanation of whysuch material or informationSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.is necessary, and a description of the claim review procedure under the Plan and the time limits applicable to such procedures, including a statement ofthe claimant’s right (subject to the limitations described in Sections 13.11 and 13.13) to bring a civil action under Section 502 of ERISA following anadverse benefit determination on review. The Plan Administrator shall also advise the claimant that the claimant or the claimant’s duly authorizedrepresentative may request a review by the by the Vice President, Health & Benefits (or such other officer designated from time to time by the ChiefHuman Resources Officer) of the adverse benefit determination by filing with such officer, within 60 days after receipt of a notification of an adversebenefit determination, a written request for such review. The claimant shall be informed that, within the same 60-day period, he or she (a) may beprovided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’sclaim for benefits and (b) may submit to such officer written comments, documents, records and other information relating to the claim for benefits. If arequest is so filed, review of the adverse benefit determination shall be made by such officer within, unless special circumstances require an extension oftime, 60 days after receipt of such request, and the claimant shall be given written notice of the officer’s final decision. If the reviewing officerdetermines that special circumstances require an extension of time for processing the claim, the claimant shall be so advised in writing within the initial60-day period and in no event shall such an extension exceed 60 days. The extension notice shall indicate the special circumstances requiring anextension of time and the date by which the officer expects to render the determination on review. The review of the officer shall take into account allcomments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information wassubmitted or considered in the initial benefit determination. The notice of the final decision shall include specific reasons for the determination andreferences to the specific Plan provisions on which the determination is based and shall be written in a manner calculated to be understood by theclaimant.14. By deleting paragraph 1 of current Section 10.6 (now renumbered 10.3), and replacing it in its entirety as follows:Except as provided below (relating to expenses of various investments), all costs and expenses incurred in administering the Plan and the Trust,including, but not limited to, “direct expenses” incurred in administering the Plan and the Trust (including compensation paid to any employee of anEmployer or an Affiliate who is engaged in the administration of the Plan or the Trust), the expenses of the Plan Administrator and the InvestmentOffice, the fees of counsel and any agents for the Plan Administrator and the Investment Office, the fees and expenses of the Trustee, the fees of counselfor the Trustee and other administrative expenses shall, to the extent permitted by law, be paid from the Trust Fund to the extent such expenses are notpaid by the Participating Employers. Notwithstanding the foregoing, the Plan Administrator may authorizeSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Employer to pay any expenses, and Employer shall be reimbursed from the Trust Fund for such payments. The Plan Administrator, in its discretion,having regard to the nature of a particular expense, shall determine the portion of the expense that is to be borne by each Participating Employer.16. By deleting paragraph 5 of Section 10.6 (now renumbered 10.3) and replacing it in its entirety as follows:None of the Plan Administrator, any person employed in the Exelon Investment Office nor any member of the Corporate Investment Committeemay receive any compensation or fee from the Plan for services as the Plan Administrator, the Investment Office or a member of the CorporateInvestment Committee; provided, however that nothing contained herein shall preclude the Plan from reimbursing the Company or any Employer forcompensation paid to any such person if such compensation constitutes “direct expenses” for purposes of ERISA. The Employers shall reimburse thePlan Administrator, the persons employed in the Exelon Investment Office and the members of the Corporate Investment Committee for any reasonableexpenditures incurred in the discharge of their duties hereunder.17. By deleting the first five sentences of Section 12.1, and replacing them as follows:The Company may at any time and from time to time amend or modify the Plan by resolution of the Board of Directors of the Company or theCompensation Committee thereof; provided, however, that in the case of any amendment or modification that would not result in an aggregate annualcost to the Company of more than $50,000,000, the Plan may be amended or modified by action of the Chief Human Resources Officer (with theconsent of the Chief Executive Officer in the case of a discretionary amendment or modification expected to result in an increase in annual expense orliability account balance exceeding $250,000) or another executive officer holding title of equivalent or greater responsibility.18. By adding the following sentence to the end of Section 13.2(b), as follows:A Participant who submits a qualified domestic relations order for certification may be charged an order processing fee, as determined from timeto time by the Plan Administrator, which will be deducted from the Participant’s Plan account balance in the same manner set forth in Section 9.5. 19.By inserting new Sections 13.11, 13.12, and 13.13 as follows: 13.11Statute of Limitations for Actions under the PlanExcept for actions to which the statute of limitations prescribed by Section 413 of ERISA applies, (a) no legal or equitable action relating to a claimfor benefits under Section 502 of ERISA may be commenced later than one year after the claimantSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.receives a final decision from the Company’s Vice President, Health & Benefits (or such other officer designated from time to time by the Chief HumanResources Officer) in response to the claimant’s request for review of the adverse benefit determination and (b) no other legal or equitable action involvingthe Plan may be commenced later than two years from the time the person bringing an action knew, or had reason to know, of the circumstances givingrise to the action. This provision shall not be interpreted to extend any otherwise applicable statute of limitations, nor to bar the Plan or its fiduciariesfrom recovering overpayments of benefits or other amounts incorrectly paid to any person under the Plan at any time or bringing any legal or equitableaction against any party. 13.12Forum for Legal Actions under the Plan.Any legal action involving the Plan that is brought by any Participant, any Beneficiary or any other person shall be litigated in the federal courtslocated in the District of Maryland. 13.13Legal Fees.Any award of legal fees in connection with an action involving the Plan shall be calculated pursuant to a method that results in the lowest amountof fees being paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees be awarded for work related to(a) administrative proceedings under the Plan, (b) unsuccessful claims brought by a Participant, Beneficiary or any other person, or (c) actions that arenot brought under ERISA. In calculating any award of legal fees, there shall be no enhancement for the risk of contingency, nonpayment or any otherrisk nor shall there be applied a contingency multiplier or any other multiplier. In any action brought by a Participant, Beneficiary or any other personagainst the Plan, the Administrator, the Investment Office, the Vice President, Health & Benefits, any Plan fiduciary, the Chief Human ResourcesOfficer, the Company, its affiliates or their respective officers, directors, employees, or agents (the “Plan Parties”), legal fees of the Plan Parties inconnection with such action shall be paid by the Participant, Beneficiary or other person bringing the action, unless the court specifically finds thatthere was a reasonable basis for the action.20. By deleting the definition set forth in Section Appendix A-1, and labeling it “Reserved,” and deleting references to the “Administrative Committee” fromSections 13.1 and 13.5.21. By deleting the definition set forth in Section Appendix A-17, and labeling it “Reserved.”Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.22. By adding a new Section Appendix A-14(a), immediately after Appendix A-14, as follows:14(a) “Corporate Investment Committee” means the Company acting through the Committee consisting of the executives or other personsdesignated from time to time in the charter of such Committee.23. By deleting the definition set forth Section Appendix A-28 and labeling it “Reserved,” all deleting all references to the “Executive Group.”24. By adding a new section Appendix A-20(a), immediately after Appendix A-20, as follows:20(a) “Effective Time” means the effective time of the transaction that is the subject of the Merger Agreement, as such term is defined in the MergerAgreement.25. By adding a new section Appendix A-28(a), immediately after Appendix A-28, as follows:28(a) “Exelon” means Exelon Corporation and any of its affiliates that was an affiliate immediately before the Effective Time.26. By adding a new section Appendix A-34(a), immediately after Appendix A-34, as follows:34(a) “Merger Agreement” means that Agreement and Plan of Merger, dated as of April 28, 2011, by and among Exelon Corporation, BoltAcquisition Corporation and Constellation Energy Group, Inc. 27.By adding a sentence after the first sentence of section Appendix A-24, as follows:Effective as of the Effective Time, Employee shall not include any person who was: (i) employed immediately prior to the Effective Time at Exelon or afacility owned immediately before the Effective Time by Exelon or (ii) initially employed on or after the Effective Time at a facility owned immediatelybefore the Effective Time by Exelon.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.28. By replacing section Appendix A-47 in its entirety as follows:47 “Plan Administrator” means the Director, Employee Plans and Programs of Exelon (or the position succeeding to that function).29. By deleting Section Appendix A-33 and replacing it with a new section Appendix A-33, as follows:33 “Investment Office” mean the Company acting through the Exelon Investment Office.30. By adding a new section Appendix A-14(a), as follows, and adding the word “Corporate” in front of the words “Investment Committee” in Sections5.1(a)(3), 13.1 and 13.5:14(a) “Corporate Investment Committee” means the Committee consisting of the executives or other persons designated from time to time in thecharter of such Committee.31. Effective January 1, 2013, by adding a new Section Appendix A-48(a), as follows:48(a) “Profit Sharing Matching Contribution” means an amount (if any) determined by the Board of Directors of the Company (or theCompensation Committee thereof) in its sole discretion based on attainment of specified performance goals, and not exceeding one-half of eachParticipant’s Basic Contribution.32. Effective January 1, 2013, by adding a new section Appendix A-26(a), as follows:26(a) “Employer Contribution” means the aggregate of Company Matching Contributions and Profit Sharing Matching Contributions.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.33. By adding a sentence to the end of the footnote in Appendix C as follows:Effective on and after January 1, 2013, bonuses indicated by an asterisk (*) payable in 2014 and thereafter shall no longer be Eligible Compensation.34. By amending Appendix E to add the following: (n)Exelon Business Services Corporation1 (o)Exelon Generation Company, LLC2 1 For Employees who were Employees of Constellation Energy Group, Inc. immediately prior to the Effective Time.2 For Employees who were Employees of Constellation Energy Group, Inc. immediately prior to the Effective Time.********Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, Exelon Corporation has caused this instrument to be executed by its Senior Vice President, Human Resources, on this day of December, 2012. EXELON CORPORATION Amy E. BestSenior Vice President andChief Human Resource OfficerSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 12.1Exelon CorporationRatio of Earnings to Fixed Charges Years Ended December 31, 2009 2010 2011 2012 2013 Pre-tax income from continuing operations 4,418 4,221 3,952 1,798 2,773 Plus: Loss from equity investees 27 — 1 91 (10) Less: Capitalized interest (55) (43) (57) (75) (67) Pre-tax income from continuing operations after adjustment for income or loss from equity investees andcapitalized interest 4,390 4,178 3,896 1,814 2,696 Fixed Charges: Interest expensed and capitalized, amortization of debt discount and premium on all indebtedness 761 836 761 1,021 1,436 Interest component of rental expense (a) 230 241 237 310 269 Total fixed charges 991 1,077 998 1,331 1,705 Pre-tax income from continuing operations after adjustment for income or loss from equity investees andcapitalized interest plus fixed charges 5,381 5,255 4,894 3,145 4,401 Ratio of earnings to fixed charges 5.4 4.9 4.9 2.4 2.6 (a)Represents one-third of rental expense relating to operating leases, which is a reasonable approximation of the interest factor.Exelon CorporationRatio of Earnings to Fixed Charges and Preferred Stock Dividends Years Ended December 31, 2009 2010 2011 2012 2013 Pre-tax income from continuing operations 4,418 4,221 3,952 1,798 2,773 Plus: Loss from equity investees 27 — 1 91 (10) Less: Capitalized interest (55) (43) (57) (75) (67) Preference security dividend requirements (7) (7) (6) (26) (32) Pre-tax income from continuing operations after adjustment for income or loss from equity investees,capitalized interest and preference security dividend requirements 4,383 4,171 3,890 1,788 2,664 Fixed Charges: Interest expensed and capitalized, amortization of debt discount and premium on all indebtedness 761 836 761 1,021 1,436 Interest component of rental expense (a) 230 241 237 310 269 Preference security dividend requirements of consolidated subsidiaries 7 7 6 26 32 Total fixed charges 998 1,084 1,004 1,357 1,737 Pre-tax income from continuing operations after adjustment for income or loss from equity investees,capitalized interest and preference security dividend requirements plus fixed charges 5,381 5,255 4,894 3,145 4,401 Ratio of earnings to fixed charges and preferred stock dividends 5.4 4.8 4.9 2.3 2.5 Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 12.2Exelon Generation Company, LLCRatio of Earnings to Fixed Charges Years Ended December 31, 2009 2010 2011 2012 2013 Pre-tax income from continuing operations 3,555 3,150 2,827 1,058 1,675 Plus: (Income) or loss from equity investees 3 — 1 91 (10) Less: Capitalized interest (49) (38) (49) (67) (54) Pre-tax income from continuing operations after adjustment for income or loss from equity investees andcapitalized interest 3,509 3,112 2,779 1,082 1,611 Fixed Charges: Interest expensed and capitalized, amortization of debt discount and premium on all indebtedness 162 191 219 402 445 Interest component of rental expense (a) 212 222 220 291 248 Total fixed charges 374 413 439 693 693 Pre-tax income from continuing operations after adjustment for income or loss from equity investees andcapitalized interest plus fixed charges 3,883 3,525 3,218 1,775 2,304 Ratio of earnings to combined fixed charges 10.4 8.5 7.3 2.6 3.3 (a)Represents one-third of rental expense relating to operating leases, which is a reasonable approximation of the interest factor.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 12.3Commonwealth Edison CompanyRatio of Earnings to Fixed Charges Years Ended December 31, 2009 2010 2011 2012 2013 Pre-tax income from continuing operations 602 693 666 618 401 Plus: Loss from equity investees — — — — — Less: Capitalized interest (3) (2) (4) (3) (5) Pre-tax income from continuing operations after adjustment for income or loss from equity investees and capitalizedinterest 599 691 662 615 396 Fixed Charges: Interest expensed and capitalized, amortization of debt discount and premium on all indebtedness (a) 301 368 330 297 575 Interest component of rental expense (b) 7 6 6 6 5 Total fixed charges 308 374 336 303 580 Pre-tax income from continuing operations after adjustment for income or loss from equity investees, capitalizedinterest plus fixed charges 907 1,065 998 918 976 Ratio of earnings to fixed charges 2.9 2.8 3.0 3.0 1.7 (a)Represents one-third of rental expense relating to operating leases, which is a reasonable approximation of the interest factor.(b)Includes interest expense of $294 million for the year ended December 31, 2013, related to the remeasurement of the like-kind exchange tax position. SeeNote 14 — Income taxes of the Exelon Form 10-K for the year ended December 31, 2013, for additional information regarding the like-kind exchange taxposition.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 12.4PECO Energy CompanyRatio of Earnings to Fixed Charges Years Ended December 31, 2009 2010 2011 2012 2013 Pre-tax income from continuing operations 499 476 535 508 557 Plus: Loss from equity investees 24 — — — — Less: Capitalized interest (2) (4) (4) (2) (2) Pre-tax income from continuing operations after adjustment for income or loss from equity investees andcapitalized interest 521 472 531 506 555 Fixed Charges: Interest expensed and capitalized, amortization of debt discount and premium on all indebtedness 185 193 135 122 114 Interest component of rental expense (a) 9 10 9 9 7 Total fixed charges 194 203 144 131 121 Pre-tax income from continuing operations after adjustment for income or loss from equity investees andcapitalized interest plus fixed charges 715 675 675 637 676 Ratio of earnings to combined fixed charges 3.7 3.3 4.7 4.9 5.6 (a)Represents one-third of rental expense relating to operating leases, which is a reasonable approximation of the interest factor.PECO Energy CompanyRatio of Earnings to Fixed Charges and Preferred Stock Dividends Years Ended December 31, 2009 2010 2011 2012 2013 Pre-tax income from continuing operations 499 476 535 508 557 Plus: Loss from equity investees 24 — — — — Less: Capitalized interest (2) (4) (4) (2) (2) Preference security dividend requirements (6) (6) (6) (5) (10) Pre-tax income from continuing operations after adjustment for income or loss from equity investees, capitalizedinterest and preference security dividend requirements 515 466 525 501 545 Fixed Charges: Interest expensed and capitalized, amortization of debt discount and premium on all indebtedness 185 193 135 122 114 Interest component of rental expense (a) 9 10 9 9 7 Preference security dividend requirements 6 6 6 5 10 Total fixed charges 200 209 150 136 131 Pre-tax income from continuing operations after adjustment for income or loss from equity investees, capitalizedinterest and preference security dividend requirements plus fixed charges 715 675 675 637 676 Ratio of earnings to fixed charges and preferred stock dividends 3.6 3.2 4.5 4.6 5.2 (a)Represents one-third of rental expense relating to operating leases, which is a reasonable approximation of the interest factor.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 12.5BGERatio of Earnings to Fixed Charges Years Ended December 31, 2009 2010 2011 2012 2013 Pre-tax income from continuing operations 155 244 211 11 344 Less: Capitalized interest (4) (6) (7) (5) (6) Pre-tax income from continuing operations after adjustment for income or loss from equity investees andcapitalized interest 151 238 204 6 338 Fixed Charges: Interest expensed and capitalized, amortization of debt discount and premium on all indebtedness 148 137 136 149 127 Interest component of rental expense (a) 5 4 5 4 4 Total fixed charges 153 141 141 153 131 Pre-tax income from continuing operations after adjustment for income or loss from equity investees, capitalizedinterest and preference security dividend requirements plus fixed charges 304 379 345 159 469 Ratio of earnings to fixed charges 2.0 2.7 2.4 1.0 3.6 (a)Represents one-third of rental expense relating to operating leases, which is a reasonable approximation of the interest factor.BGERatio of Earnings to Fixed Charges and Preference Stock Dividends Years Ended December 31, 2009 2010 2011 2012 2013 Pre-tax income from continuing operations 155 244 211 11 344 Less: Capitalized interest (4) (6) (7) (5) (6) Preference security dividend requirements (22) (20) (20) (20) (21) Pre-tax income from continuing operations after adjustment for income or loss from equity investees andcapitalized interest 129 218 184 (14) 317 Fixed Charges: Interest expensed and capitalized, amortization of debt discount and premium on all indebtedness 148 137 136 149 127 Interest component of rental expense (a) 5 4 5 4 4 Preference security dividend requirements 22 20 20 20 21 Total fixed charges 175 161 161 173 152 Pre-tax income from continuing operations after adjustment for income or loss from equity investees,capitalized interest and preference security dividend requirements plus fixed charges 304 379 345 159 469 Ratio of earnings to fixed charges and preferred stock dividends 1.7 2.4 2.1 0.9(b) 3.1 (a)Represents one-third of rental expense relating to operating leases, which is a reasonable approximation of the interest factor.(b)The ratio coverage was less than 1:1. The registrant must generate additional earnings of $14 million to achieve a coverage ratio of 1:1.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 21.1Exelon Corporation Name JurisdictionA/C Fuels Company PennsylvaniaAgriWind LLC IllinoisAgriWind Project L.L.C. DelawareAlta Devices, Inc. DelawareAPS Constellation, LLC DelawareAstrum, Inc. DelawareATNP Finance Company DelawareAV Solar Ranch 1, LLC DelawareB & K Energy Systems, LLC MinnesotaBaltimore Gas and Electric Company MarylandBC Energy LLC MinnesotaBeebe 1B Renewable Energy, LLC DelawareBeebe Renewable Energy, LLC DelawareBellevue Wind Energy, LLC DelawareBennett Creek Windfarm, LLC IdahoBGE Capital Trust II DelawareBGE Home Products & Services, LLC DelawareBig Top, LLC OregonBlue Breezes II, L.L.C. MinnesotaBlue Breezes, L.L.C. MinnesotaBraidwood 1 NQF, LLC NevadaBraidwood 2 NQF, LLC NevadaBreezy Bucks-I LLC MinnesotaBreezy Bucks-II LLC MinnesotaButter Creek Power, LLC OregonByron 1 NQF, LLC NevadaByron 2 NQF, LLC NevadaC3, LLC DelawareCalifornia PV Energy, LLC DelawareCalvert Cliffs Nuclear Power Plant, LLC MarylandCanton Crossing District Energy LLC DelawareCassia Gulch Wind Park LLC IdahoCassia Wind Farm LLC IdahoCCG SynFuel, LLC DelawareCD Malacha I, Inc. MarylandCD Panther I, Inc. MarylandCD Panther II, LLC DelawareCD Panther Partners, L.P. DelawareCD SEGS V, Inc. MarylandCD SEGS VI, Inc. MarylandCE Central Wayne Energy Recovery Limited Partnership MarylandCE Colver I, Inc. MarylandCE Colver II, LLC DelawareCE Colver III, Inc. MarylandCE Colver Limited Partnership MarylandCE Culm, Inc. MarylandCE FundingCo, LLC DelawareCE Long Valley I, Inc. MarylandCE Long Valley II, Inc. MarylandCE Long Valley Limited Partnership MarylandCE Nuclear, LLC DelawareCE Wayne I, Inc. MarylandCE Wayne II, Inc. MarylandCECG International Holdings, Inc. DelawareCentral Wayne Energy Recovery Limited Partnership MarylandCER Generation II, LLC DelawareCER Generation, LLC DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.CER-Colorado Bend Energy LLC DelawareCER-Colorado Bend Energy Partners LP DelawareCER-Quail Run Energy LLC DelawareCER-Quail Run Energy Partners LP DelawareCEU Arkoma West, LLC DelawareCEU CHC, LLC DelawareCEU CoLa, LLC DelawareCEU Development, LLC DelawareCEU Eagle Ford, LLC DelawareCEU East Fort Peck, LLC DelawareCEU Fayetteville, LLC DelawareCEU Floyd Shale, LLC DelawareCEU Holdings, LLC DelawareCEU Huntsville, LLC DelawareCEU Kingston, LLC DelawareCEU Offshore I, LLC DelawareCEU Ohio Shale, LLC DelawareCEU Paradigm, LLC DelawareCEU Pinedale, LLC DelawareCEU Plymouth, LLC DelawareCEU Simplicity, LLC DelawareCEU Trenton, LLC DelawareCEU W&D, LLC DelawareChristoffer Transmission Systems, LLC MinnesotaChristoffer Wind Energy I LLC MinnesotaChristoffer Wind Energy II LLC MinnesotaChristoffer Wind Energy III LLC MinnesotaChristoffer Wind Energy IV LLC MinnesotaCII Oldco, LLC MarylandCII Solarpower I, Inc. MarylandCisco Wind Energy LLC MinnesotaClinton NQF, LLC NevadaCLT Energy Services Group, L.L.C. PennsylvaniaCNE Gas Holdings, LLC KentuckyCNE Gas Supply, LLC DelawareCNEG Holdings, LLC DelawareCNEGH Holdings, LLC DelawareCogenex Corporation MassachusettsCoLa Resources LLC DelawareComEd Financing III DelawareCommonwealth Edison Company IllinoisCommonwealth Edison Company of Indiana, Inc. IndianaConemaugh Fuels, LLC DelawareConsert, Inc. DelawareConstellation Alliance II, LP TexasConstellation Alliance, LLC DelawareConstellation Bulk Energy Holdings, Inc. Marshall IslandsConstellation Energy Canada, Inc. OntarioConstellation Energy Commodities Group Limited United KingdomConstellation Energy Commodities Group Maine, LLC DelawareConstellation Energy Control and Dispatch, LLC DelawareConstellation Energy Gas Choice, Inc. DelawareConstellation Energy Nuclear Group, LLC MarylandConstellation Energy Partners Holdings, LLC DelawareConstellation Energy Power Choice, Inc. DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Constellation Energy Projects & Services Group Advisors, LLC DelawareConstellation Energy Projects and Services Canada, Inc. FederalConstellation Energy Resources, LLC DelawareConstellation Holdings, LLC MarylandConstellation International Holdings, Inc. Marshall IslandsConstellation Investments, Inc. MarylandConstellation Mystic Power, LLC DelawareConstellation NewEnergy—Gas Division, LLC KentuckyConstellation NewEnergy Canada Inc. OntarioConstellation NewEnergy Holding, LLC DelawareConstellation NewEnergy, Inc. DelawareConstellation Nuclear Power Plants, LLC DelawareConstellation Nuclear, LLC DelawareConstellation Operating Services CaliforniaConstellation Operating Services, LLC MarylandConstellation Operating Services International Grand CaymanConstellation Operating Services International—I Grand CaymanConstellation Power International Development, Ltd Grand CaymanConstellation Power Source Generation, Inc. MarylandConstellation Power Source Generation, LLC MarylandConstellation Power, Inc. MarylandConstellation Sacramento Holding, LLC DelawareConstellation Solar Arizona, LLC DelawareConstellation Solar California, LLC DelawareConstellation Solar Connecticut, LLC DelawareConstellation Solar DC, LLC DelawareConstellation Solar Federal, LLC DelawareConstellation Solar Holding, LLC DelawareConstellation Solar Horizons Holding, LLC DelawareConstellation Solar Horizons, LLC DelawareConstellation Solar Maryland II, LLC DelawareConstellation Solar Maryland, LLC DelawareConstellation Solar Massachusetts, LLC DelawareConstellation Solar Net Metering, LLC DelawareConstellation Solar New Jersey II, LLC DelawareConstellation Solar New Jersey III, LLC DelawareConstellation Solar New Jersey, LLC DelawareConstellation Solar New York, LLC DelawareConstellation Solar Ohio, LLC DelawareConstellation Solar, LLC DelawareContinental Wind Holding, LLC DelawareContinental Wind, LLC DelawareCOSI Central Wayne, Inc. MarylandCOSI Sunnyside, Inc. MarylandCOSI Ultra II, Inc. MarylandCOSI Ultra, Inc. MarylandCow Branch Wind Power, L.L.C. MissouriCP II Curacao Ltd Grand CaymanCP Sunnyside I, Inc. MarylandCP Windfarm, LLC MinnesotaCPI OldCo, Inc. MarylandCR Clearing, LLC MissouriCriterion Power Partners, LLC DelawareDAJAW Transmission LLC MinnesotaDenver Airport Solar, LLC DelawareDL Windy Acres, LLC MinnesotaDresden 1 NQF, LLC NevadaDresden 2 NQF, LLC NevadaDresden 3 NQF, LLC NevadaElbridge Wind Farm, LLC DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ENEH Services, LLC DelawareEnergy Capital and Services II, Limited Partnership MassachusettsEnergy Performance Services, Inc. PennsylvaniaETT Canada, Inc. New BrunswickEwington Energy Systems LLC MinnesotaExelon AOG Holding #1, Inc. DelawareExelon AOG Holding #2, Inc DelawareExelon AVSR Holding, LLC DelawareExelon AVSR, LLC DelawareExelon Business Services Company, LLC DelawareExelon Capital Trust I DelawareExelon Capital Trust II DelawareExelon Capital Trust III DelawareExelon Corporation PennsylvaniaExelon Edgar DelawareExelon Energy Delivery Company, LLC DelawareExelon Enterprises Company, LLC PennsylvaniaExelon Framingham Development, LLC DelawareExelon Framingham, LLC DelawareExelon Generation Acquisitions, LLC DelawareExelon Generation Company, LLC PennsylvaniaExelon Generation Consolidation, LLC NevadaExelon Generation Finance Company, LLC DelawareExelon Generation International, Inc. PennsylvaniaExelon Hamilton LLC DelawareExelon Investment Holdings, LLC IllinoisExelon Mechanical, LLC DelawareExelon New Boston, LLC DelawareExelon New England Development, LLC DelawareExelon New England Holdings, LLC DelawareExelon Nuclear Partners International S.a r.l. LuxembourgExelon Nuclear Partners, LLC DelawareExelon Nuclear Security, LLC DelawareExelon Peaker Development General, LLC DelawareExelon Peaker Development Limited, LLC DelawareExelon PowerLabs, LLC PennsylvaniaExelon SHC, LLC DelawareExelon Solar Chicago LLC DelawareExelon Transmission Company, LLC DelawareExelon Ventures Company, LLC DelawareExelon West Medway Development, LLC DelawareExelon West Medway Expansion, LLC DelawareExelon West Medway, LLC DelawareExelon Wind 1, LLC TexasExelon Wind 10, LLC TexasExelon Wind 11, LLC TexasExelon Wind 2, LLC TexasExelon Wind 3, LLC TexasExelon Wind 4, LLC TexasExelon Wind 5, LLC TexasExelon Wind 6, LLC TexasExelon Wind 7, LLC TexasExelon Wind 8, LLC TexasExelon Wind 9, LLC TexasExelon Wind Canada Inc. CanadaExelon Wind, LLC DelawareExelon Wyman, LLC DelawareEx-FM, Inc. New YorkEx-FME, Inc. DelawareExGen Renewables I Holding, LLC DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ExGen Renewables I, LLC DelawareExTel Corporation, LLC DelawareExTex LaPorte Limited Partnership TexasF & M Holdings Company, L.L.C. DelawareFair Wind Power Partners, LLC DelawareFloDesign DelawareFour Corners Windfarm, LLC OregonFour Mile Canyon Windfarm, LLC OregonFourmile Wind Energy, LLC MarylandFuel Recovery, Inc. PennsylvaniaG-Flow Wind, LLC MinnesotaGrande Prairie Generation, Inc. AlbertaGreen Acres Breeze, LLC MinnesotaGreensburg Wind Farm, LLC DelawareGuatemalan Generating Group—I Grand CaymanHandsome Lake Energy, LLC MarylandHarvest II Windfarm, LLC DelawareHarvest Windfarm, LLC MichiganHigh Mesa Energy, LLC IdahoHigh Plains Wind Power, LLC TexasHolyoke Solar, LLC DelawareHot Springs Windfarm, LLC IdahoInter-Power/Ahlcon Partners Limited Partnership DelawareK & D Energy LLC MinnesotaKC Energy LLC MinnesotaKeystone Fuels, LLC DelawareKSS Turbines LLC MinnesotaLa Salle 1 NQF, LLC NevadaLa Salle 2 NQF, LLC NevadaLas Vegas District Energy, LLC DelawareLatin American Power Partners Limited Grand CaymanLilly Recovery, Inc. PennsylvaniaLimerick 1 NQF, LLC NevadaLimerick 2 NQF, LLC NevadaLoess Hills Wind Farm, LLC MissouriLow Country Synfuel Holdings, LLC DelawareLuz Solar Partners Ltd., IV CaliforniaLuz Solar Partners Ltd., V CaliforniaLuz Solar Partners Ltd., VI CaliforniaMalcha Hydro Limited Partnership MarylandMaple Coal Company PennsylvaniaMarshall Wind 1, LLC MinnesotaMarshall Wind 2, LLC MinnesotaMarshall Wind 3, LLC MinnesotaMarshall Wind 4, LLC MinnesotaMarshall Wind 5, LLC MinnesotaMarshall Wind 6, LLC MinnesotaMichigan Wind 1, LLC DelawareMichigan Wind 2, LLC DelawareMichigan Wind 3, LLC DelawareMinnesota Breeze, LLC MinnesotaMountain Top Wind Power, LLC MarylandMXENERGY (CANADA) LTD. Nova ScotiaMxEnergy Holdings Inc. DelawareNine Mile Point Nuclear Station, LLC DelawareNorth Shore District Energy, LLC DelawareNorthwind Thermal Technologies Canada Inc. New BrunswickOld Hickory District Energy, LLC DelawareOMF 11520, LLC DelawareOregon Trail Windfarm, LLC OregonSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Outback Solar, LLC OregonOyster Creek NQF, LLC NevadaPacific Canyon Windfarm, LLC OregonPalmetto Synfuel Operating Company, LLC DelawarePanther Creek Holdings, Inc. DelawarePanther Creek Partners DelawarePeach Bottom 1 NQF, LLC NevadaPeach Bottom 2 NQF, LLC NevadaPeach Bottom 3 NQF, LLC NevadaPEC Financial Services, LLC PennsylvaniaPECO Energy Capital Corp. DelawarePECO Energy Capital Trust III DelawarePECO Energy Capital Trust IV DelawarePECO Energy Capital Trust V DelawarePECO Energy Capital Trust VI DelawarePECO Energy Capital, L.P. DelawarePECO Energy Company PennsylvaniaPECO Wireless, LLC DelawarePegasus Power Company, Inc. CaliforniaPegasus Power Partners, a California Limited Partnership CaliforniaPinedale Energy, LLC ColoradoPrairie Wind Power LLC MinnesotaQuad Cities 1 NQF, LLC NevadaQuad Cities 2 NQF, LLC NevadaR.E. Ginna Nuclear Power Plant, LLC MarylandResidential Solar Holding, LLC DelawareResidential Solar I, LLC DelawareResidential Solar II, LLC DelawareResidential Solar III, LLC DelawareRF HoldCo LLC DelawareRITELine Illinois, LLC IllinoisRITELine Indiana, LLC IndianaRITELine Transmission Development, LLC DelawareRiver Bend I, L.L.C. DelawareRoadrunner-I LLC MinnesotaRSB BondCo LLC DelawareS & P Windfarms, LLC MinnesotaSacramento PV Energy, LLC DelawareSafe Harbor Water Power Corporation PennsylvaniaSalem 1 NQF, LLC NevadaSalem 2 NQF, LLC NevadaSalty Dog-I LLC MinnesotaSalty Dog-II LLC MinnesotaSand Ranch Windfarm, LLC OregonScherer Holdings 1, LLC DelawareScherer Holdings 2, LLC DelawareScherer Holdings 3, LLC DelawareShane’s Wind Machine LLC MinnesotaShooting Star Wind Project, LLC DelawareSimmons & Eastern, LLC DelawareSpruce Equity Holdings, L.P. DelawareSpruce Holdings G.P. 2000, L.L.C. DelawareSpruce Holdings L.P. 2000, L.L.C. DelawareSpruce Holdings Trust DelawareStar Electricity, Inc. TexasSunbelt I, L.L.C. DelawareSunnyside Cogeneration Associates UtahSunnyside Generation, LLC DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Sunnyside II, Inc. DelawareSunnyside II, L.P. DelawareSunnyside III, Inc. DelawareSunnyside Properties, LLC UtahSunset Breeze, LLC MinnesotaTamuin International, Inc. DelawareTEG Holdings, LLC DelawareThreemile Canyon Wind I, LLC OregonTitan STC, LLC DelawareTMI NQF, LLC NevadaTuana Springs Energy, LLC IdahoUII, LLC IllinoisW&D Gas Partners, LLC DelawareWagon Trail, LLC OregonWally’s Wind Farm LLC MinnesotaWansley Holdings 1, LLC DelawareWansley Holdings 2, LLC DelawareWard Butte Windfarm, LLC OregonWater & Energy Savings Company, LLC DelawareWhitetail Wind Energy, LLC DelawareWildcat Finance, LLC DelawareWildcat Wind LLC New MexicoWind Capital Holdings, LLC MissouriWindy Dog-1 LLC MinnesotaWolf Hollow I, L.P. DelawareWolf Wind Enterprises, LLC MinnesotaWolf Wind Transmission, LLC MinnesotaZion 1 NQF, LLC NevadaZion 2 NQF, LLC NevadaSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 21.2Exelon Generation Company, LLC Name JurisdictionA/C Fuels Company PennsylvaniaAgriWind LLC IllinoisAgriWind Project L.L.C. DelawareAlta Devices, Inc. DelawareAPS Constellation, LLC DelawareAstrum, Inc. DelawareAV Solar Ranch 1, LLC DelawareB & K Energy Systems, LLC MinnesotaBC Energy LLC MinnesotaBeebe 1B Renewable Energy, LLC DelawareBeebe Renewable Energy, LLC DelawareBellevue Wind Energy, LLC DelawareBennett Creek Windfarm, LLC IdahoBGE Home Products & Services, LLC DelawareBig Top, LLC OregonBlue Breezes II, L.L.C. MinnesotaBlue Breezes, L.L.C. MinnesotaBraidwood 1 NQF, LLC NevadaBraidwood 2 NQF, LLC NevadaBreezy Bucks-I LLC MinnesotaBreezy Bucks-II LLC MinnesotaButter Creek Power, LLC OregonByron 1 NQF, LLC NevadaByron 2 NQF, LLC NevadaC3, LLC DelawareCalifornia PV Energy, LLC DelawareCalvert Cliffs Nuclear Power Plant, LLC MarylandCanton Crossing District Energy LLC DelawareCassia Gulch Wind Park LLC IdahoCassia Wind Farm LLC IdahoCCG SynFuel, LLC DelawareCD Malacha I, Inc. MarylandCD Panther I, Inc. MarylandCD Panther II, LLC DelawareCD Panther Partners, L.P. DelawareCD SEGS V, Inc. MarylandCD SEGS VI, Inc. MarylandCE Central Wayne Energy Recovery Limited Partnership MarylandCE Colver I, Inc. MarylandCE Colver II, LLC DelawareCE Colver III, Inc. MarylandCE Colver Limited Partnership MarylandCE Culm, Inc. MarylandCE FundingCo, LLC DelawareCE Long Valley I, Inc. MarylandCE Long Valley II, Inc. MarylandCE Long Valley Limited Partnership MarylandCE Nuclear, LLC DelawareCE Wayne I, Inc. MarylandCE Wayne II, Inc. MarylandCECG International Holdings, Inc. DelawareCentral Wayne Energy Recovery Limited Partnership MarylandCER Generation II, LLC DelawareCER Generation, LLC DelawareCER-Colorado Bend Energy LLC DelawareCER-Colorado Bend Energy Partners LP DelawareCER-Quail Run Energy LLC DelawareCER-Quail Run Energy Partners LP DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.CEU Arkoma West, LLC DelawareCEU CHC, LLC DelawareCEU CoLa, LLC DelawareCEU Development, LLC DelawareCEU Eagle Ford, LLC DelawareCEU East Fort Peck, LLC DelawareCEU Fayetteville, LLC DelawareCEU Floyd Shale, LLC DelawareCEU Holdings, LLC DelawareCEU Huntsville, LLC DelawareCEU Kingston, LLC DelawareCEU Offshore I, LLC DelawareCEU Ohio Shale, LLC DelawareCEU Paradigm, LLC DelawareCEU Pinedale, LLC DelawareCEU Plymouth, LLC DelawareCEU Simplicity, LLC DelawareCEU Trenton, LLC DelawareCEU W&D, LLC DelawareChristoffer Transmission Systems, LLC MinnesotaChristoffer Wind Energy I LLC MinnesotaChristoffer Wind Energy II LLC MinnesotaChristoffer Wind Energy III LLC MinnesotaChristoffer Wind Energy IV LLC MinnesotaCII Oldco, LLC MarylandCII Solarpower I, Inc. MarylandCisco Wind Energy LLC MinnesotaClinton NQF, LLC NevadaCLT Energy Services Group, L.L.C. PennsylvaniaCNE Gas Holdings, LLC KentuckyCNE Gas Supply, LLC DelawareCNEG Holdings, LLC DelawareCNEGH Holdings, LLC DelawareCogenex Corporation MassachusettsCoLa Resources LLC DelawareConemaugh Fuels, LLC DelawareConsert, Inc. DelawareConstellation Alliance II, LP TexasConstellation Alliance, LLC DelawareConstellation Bulk Energy Holdings, Inc. Marshall IslandsConstellation Energy Canada, Inc. OntarioConstellation Energy Commodities Group Limited United KingdomConstellation Energy Commodities Group Maine, LLC DelawareConstellation Energy Control and Dispatch, LLC DelawareConstellation Energy Gas Choice, Inc. DelawareConstellation Energy Nuclear Group, LLC MarylandConstellation Energy Partners Holdings, LLC DelawareConstellation Energy Power Choice, Inc. DelawareConstellation Energy Projects & Services Group Advisors, LLC DelawareConstellation Energy Projects and Services Canada, Inc. FederalConstellation Energy Resources, LLC DelawareConstellation Holdings, LLC MarylandConstellation International Holdings, Inc. Marshall IslandsConstellation Investments, Inc. MarylandConstellation Mystic Power, LLC DelawareConstellation NewEnergy—Gas Division, LLC KentuckySource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Constellation NewEnergy Canada Inc. OntarioConstellation NewEnergy Holding, LLC DelawareConstellation NewEnergy, Inc. DelawareConstellation Nuclear Power Plants, LLC DelawareConstellation Nuclear, LLC DelawareConstellation Operating Services CaliforniaConstellation Operating Services, LLC MarylandConstellation Operating Services International Grand CaymanConstellation Operating Services International—I Grand CaymanConstellation Power International Development, Ltd Grand CaymanConstellation Power Source Generation, Inc. MarylandConstellation Power Source Generation, LLC MarylandConstellation Power, Inc. MarylandConstellation Sacramento Holding, LLC DelawareConstellation Solar Arizona, LLC DelawareConstellation Solar California, LLC DelawareConstellation Solar Connecticut, LLC DelawareConstellation Solar DC, LLC DelawareConstellation Solar Federal, LLC DelawareConstellation Solar Holding, LLC DelawareConstellation Solar Horizons Holding, LLC DelawareConstellation Solar Horizons, LLC DelawareConstellation Solar Maryland II, LLC DelawareConstellation Solar Maryland, LLC DelawareConstellation Solar Massachusetts, LLC DelawareConstellation Solar Net Metering, LLC DelawareConstellation Solar New Jersey II, LLC DelawareConstellation Solar New Jersey III, LLC DelawareConstellation Solar New Jersey, LLC DelawareConstellation Solar New York, LLC DelawareConstellation Solar Ohio, LLC DelawareConstellation Solar, LLC DelawareContinental Wind Holding, LLC DelawareContinental Wind, LLC DelawareCOSI Central Wayne, Inc. MarylandCOSI Sunnyside, Inc. MarylandCOSI Ultra II, Inc. MarylandCOSI Ultra, Inc. MarylandCow Branch Wind Power, L.L.C. MissouriCP II Curacao Ltd Grand CaymanCP Sunnyside I, Inc. MarylandCP Windfarm, LLC MinnesotaCPI OldCo, Inc. MarylandCR Clearing, LLC MissouriCriterion Power Partners, LLC DelawareDAJAW Transmission LLC MinnesotaDenver Airport Solar, LLC DelawareDL Windy Acres, LLC MinnesotaDresden 1 NQF, LLC NevadaDresden 2 NQF, LLC NevadaDresden 3 NQF, LLC NevadaElbridge Wind Farm, LLC DelawareENEH Services, LLC DelawareEnergy Capital and Services II, Limited Partnership MassachusettsEnergy Performance Services, Inc. PennsylvaniaEwington Energy Systems LLC MinnesotaExelon AOG Holding #1, Inc. DelawareExelon AOG Holding #2, Inc DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exelon AVSR Holding, LLC DelawareExelon AVSR, LLC DelawareExelon Edgar DelawareExelon Framingham Development, LLC DelawareExelon Framingham, LLC DelawareExelon Generation Acquisitions, LLC DelawareExelon Generation Company, LLC PennsylvaniaExelon Generation Consolidation, LLC NevadaExelon Generation Finance Company, LLC DelawareExelon Generation International, Inc. PennsylvaniaExelon Hamilton LLC DelawareExelon New Boston, LLC DelawareExelon New England Development, LLC DelawareExelon New England Holdings, LLC DelawareExelon Nuclear Partners International S.a r.l. LuxembourgExelon Nuclear Partners, LLC DelawareExelon Nuclear Security, LLC DelawareExelon Peaker Development General, LLC DelawareExelon Peaker Development Limited, LLC DelawareExelon PowerLabs, LLC PennsylvaniaExelon SHC, LLC DelawareExelon Solar Chicago LLC DelawareExelon West Medway Development, LLC DelawareExelon West Medway Expansion, LLC DelawareExelon West Medway, LLC DelawareExelon Wind 1, LLC TexasExelon Wind 10, LLC TexasExelon Wind 11, LLC TexasExelon Wind 2, LLC TexasExelon Wind 3, LLC TexasExelon Wind 4, LLC TexasExelon Wind 5, LLC TexasExelon Wind 6, LLC TexasExelon Wind 7, LLC TexasExelon Wind 8, LLC TexasExelon Wind 9, LLC TexasExelon Wind Canada Inc. CanadaExelon Wind, LLC DelawareExelon Wyman, LLC DelawareExGen Renewables I Holding, LLC DelawareExGen Renewables I, LLC DelawareExTex LaPorte Limited Partnership TexasFair Wind Power Partners, LLC DelawareFloDesign DelawareFour Corners Windfarm, LLC OregonFour Mile Canyon Windfarm, LLC OregonFourmile Wind Energy, LLC MarylandFuel Recovery, Inc. PennsylvaniaG-Flow Wind, LLC MinnesotaGrande Prairie Generation, Inc. AlbertaGreen Acres Breeze, LLC MinnesotaGreensburg Wind Farm, LLC DelawareGuatemalan Generating Group—I Grand CaymanHandsome Lake Energy, LLC MarylandHarvest II Windfarm, LLC DelawareHarvest Windfarm, LLC MichiganHigh Mesa Energy, LLC IdahoHigh Plains Wind Power, LLC TexasHolyoke Solar, LLC DelawareHot Springs Windfarm, LLC IdahoSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Inter-Power/Ahlcon Partners Limited Partnership DelawareK & D Energy LLC MinnesotaKC Energy LLC MinnesotaKeystone Fuels, LLC DelawareKSS Turbines LLC MinnesotaLa Salle 1 NQF, LLC NevadaLa Salle 2 NQF, LLC NevadaLas Vegas District Energy, LLC DelawareLatin American Power Partners Limited Grand CaymanLilly Recovery, Inc. PennsylvaniaLimerick 1 NQF, LLC NevadaLimerick 2 NQF, LLC NevadaLoess Hills Wind Farm, LLC MissouriLow Country Synfuel Holdings, LLC DelawareLuz Solar Partners Ltd., IV CaliforniaLuz Solar Partners Ltd., V CaliforniaLuz Solar Partners Ltd., VI CaliforniaMalcha Hydro Limited Partnership MarylandMaple Coal Company PennsylvaniaMarshall Wind 1, LLC MinnesotaMarshall Wind 2, LLC MinnesotaMarshall Wind 3, LLC MinnesotaMarshall Wind 4, LLC MinnesotaMarshall Wind 5, LLC MinnesotaMarshall Wind 6, LLC MinnesotaMichigan Wind 1, LLC DelawareMichigan Wind 2, LLC DelawareMichigan Wind 3, LLC DelawareMinnesota Breeze, LLC MinnesotaMountain Top Wind Power, LLC MarylandMXENERGY (CANADA) LTD. Nova ScotiaMxEnergy Holdings Inc. DelawareNine Mile Point Nuclear Station, LLC DelawareNorth Shore District Energy, LLC DelawareOld Hickory District Energy, LLC DelawareOregon Trail Windfarm, LLC OregonOutback Solar, LLC OregonOyster Creek NQF, LLC NevadaPacific Canyon Windfarm, LLC OregonPalmetto Synfuel Operating Company, LLC DelawarePanther Creek Holdings, Inc. DelawarePanther Creek Partners DelawarePeach Bottom 1 NQF, LLC NevadaPeach Bottom 2 NQF, LLC NevadaPeach Bottom 3 NQF, LLC NevadaPegasus Power Company, Inc. CaliforniaPegasus Power Partners, a California Limited Partnership CaliforniaPinedale Energy, LLC ColoradoPrairie Wind Power LLC MinnesotaQuad Cities 1 NQF, LLC NevadaQuad Cities 2 NQF, LLC NevadaR.E. Ginna Nuclear Power Plant, LLC MarylandResidential Solar Holding, LLC DelawareResidential Solar I, LLC DelawareResidential Solar II, LLC DelawareResidential Solar III, LLC DelawareRiver Bend I, L.L.C. DelawareRoadrunner-I LLC MinnesotaS & P Windfarms, LLC MinnesotaSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Sacramento PV Energy, LLC DelawareSafe Harbor Water Power Corporation PennsylvaniaSalem 1 NQF, LLC NevadaSalem 2 NQF, LLC NevadaSalty Dog-I LLC MinnesotaSalty Dog-II LLC MinnesotaSand Ranch Windfarm, LLC OregonShane’s Wind Machine LLC MinnesotaShooting Star Wind Project, LLC DelawareSimmons & Eastern, LLC DelawareStar Electricity, Inc. TexasSunbelt I, L.L.C. DelawareSunnyside Cogeneration Associates UtahSunnyside Generation, LLC DelawareSunnyside II, Inc. DelawareSunnyside II, L.P. DelawareSunnyside III, Inc. DelawareSunnyside Properties, LLC UtahSunset Breeze, LLC MinnesotaTamuin International, Inc. DelawareTEG Holdings, LLC DelawareThreemile Canyon Wind I, LLC OregonTitan STC, LLC DelawareTMI NQF, LLC NevadaTuana Springs Energy, LLC IdahoW&D Gas Partners, LLC DelawareWagon Trail, LLC OregonWally’s Wind Farm LLC MinnesotaWard Butte Windfarm, LLC OregonWater & Energy Savings Company, LLC DelawareWhitetail Wind Energy, LLC DelawareWildcat Finance, LLC DelawareWildcat Wind LLC New MexicoWind Capital Holdings, LLC MissouriWindy Dog-1 LLC MinnesotaWolf Hollow I, L.P. DelawareWolf Wind Enterprises, LLC MinnesotaWolf Wind Transmission, LLC MinnesotaZion 1 NQF, LLC NevadaZion 2 NQF, LLC NevadaSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 21.3Commonwealth Edison Company Name JurisdictionComEd Financing III DelawareCommonwealth Edison Company IllinoisCommonwealth Edison Company of Indiana, Inc. IndianaRITELine Illinois, LLC IllinoisSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 21.4PECO Energy Company Name JurisdictionATNP Finance Company DelawareExTel Corporation, LLC DelawarePEC Financial Services, LLC PennsylvaniaPECO Energy Capital Corp. DelawarePECO Energy Capital Trust III DelawarePECO Energy Capital Trust IV DelawarePECO Energy Capital Trust V DelawarePECO Energy Capital Trust VI DelawarePECO Energy Capital, L.P. DelawarePECO Energy Company PennsylvaniaPECO Wireless, LLC DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 21.5Baltimore Gas and Electric Company Name JurisdictionBaltimore Gas and Electric Company MarylandBGE Capital Trust II DelawareRSB BondCo LLC DelawareSource: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No.333-181749 and No. 333-183751), on Form S-4 (No.333-175162) and on Form S-8 (No.333-189849, No.333-175162, No.333-127377, No.333-37082 and No.333-49780) of Exelon Corporation of our report datedFebruary 13, 2014 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting of ExelonCorporation, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLPChicago, IllinoisFebruary 13, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.2CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-181749-05) and Form S-4 (No. 333-184712) of ExelonGeneration Company, LLC of our report dated February 13, 2014 relating to the financial statements, financial statement schedule and the effectiveness ofinternal control over financial reporting of Exelon Generation Company, LLC, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLPBaltimore, MarylandFebruary 13, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.3CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-181749-04) of Commonwealth Edison Company ofour report dated February 13, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financialreporting of Commonwealth Edison Company, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLPChicago, IllinoisFebruary 13, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.4CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-181749-03) of PECO Energy Company of our reportdated February 13, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting ofPECO Energy Company, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLPPhiladelphia, PennsylvaniaFebruary 13, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.5CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-181749-09) of Baltimore Gas and Electric Company ofour report dated February 13, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financialreporting of Baltimore Gas and Electric Company, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLPBaltimore, MarylandFebruary 13, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.1POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Anthony K. Anderson, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or eitherof them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Anthony K. AndersonAnthony K. AndersonDATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.2POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Ann C. Berzin, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Ann C. BerzinAnn C. BerzinDATE: February 7, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.3POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, John A. Canning, Jr., do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ John A. Canning, JrJohn A. Canning, Jr.DATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.4POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint Darryl M. Bradford attorney for me and in my name andon my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of Exelon Corporation, together with any amendmentsthereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully andeffectually in all respects as I could do if personally present. /s/ Christopher M. CraneChristopher M. CraneDATE: February 6, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.5POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Yves C. de Balmann, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Yves C. de BalmannYves C. de BalmannDATE: February 1, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.6POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Nicholas DeBenedictis, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or eitherof them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Nicholas DeBenedictisNicholas DeBenedictisDATE: February 7, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.7POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Nelson A. Diaz, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Nelson A. DiazNelson A. DiazDATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.8POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Sue L. Gin, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Sue L. GinSue L. GinDATE: February 10, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.9POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Paul Joskow, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Paul JoskowPaul JoskowDATE: February 8, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.10POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Robert J. Lawless, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Robert J. LawlessRobert J. LawlessDATE: February 2, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.11POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Richard W. Mies, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Richard W. MiesRichard W. MiesDATE: February 10, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.12POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, William C. Richardson, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or eitherof them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ William C. RichardsonWilliam C. RichardsonDATE: February 2, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.13POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, John W. Rogers, Jr., do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ John W. Rogers, Jr.John W. Rogers, Jr.DATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.14POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Mayo A. Shattuck III, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or eitherof them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Mayo A. Shattuck IIIMayo A. Shattuck IIIDATE: February 5, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.15POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Stephen D. Steinour, do hereby appoint Christopher M. Crane and Darryl M. Bradford, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of ExelonCorporation, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Stephen D. SteinourStephen D. SteinourDATE: February 10, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.16POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, James W. Compton, do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 ofCommonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do andperform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ James W. ComptonJames W. ComptonDATE: February 10, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.17POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 ofCommonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do andperform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Christopher M. CraneChristopher M. CraneDATE: February 6, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.18POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, A. Steven Crown, do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 ofCommonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do andperform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ A. Steven CrownA. Steven CrownDATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.19POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Nicholas DeBenedictis, do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 ofCommonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do andperform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Nicholas DeBenedictisNicholas DeBenedictisDATE: February 7, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.20POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Peter V. Fazio, Jr., do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 ofCommonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do andperform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Peter V. Fazio, Jr.Peter V. Fazio, Jr.DATE: February 1, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.21POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Sue L. Gin, do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of CommonwealthEdison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Sue L. GinSue L. GinDATE: February 10, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.22POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Michael H. Moskow, do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 ofCommonwealth Edison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do andperform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Michael H. MoskowMichael H. MoskowDATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.23POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Denis P. O’Brien, do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of CommonwealthEdison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Denis P. O’BrienDenis P. O’BrienDATE: February 4, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.24POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Anne R. Pramaggiore, do hereby appoint Thomas S. O’Neill attorney for me and in my name andon my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of Commonwealth Edison Company, together with anyamendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premisesas fully and effectually in all respects as I could do if personally present. /s/ Anne R. PramaggioreAnne R. PramaggioreDATE: January 31, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.25POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Jesse H. Ruiz, do hereby appoint Anne R. Pramaggiore and Thomas S. O’Neill, or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of CommonwealthEdison Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Jesse H. RuizJesse H. RuizDATE: February 10, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.26POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Craig L. Adams, do hereby appoint Romulo L. Diaz, Jr. attorney for me and in my name and on mybehalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECO Energy Company, together with any amendmentsthereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in the premises as fully andeffectually in all respects as I could do if personally present. /s/ Craig L. AdamsCraig L. AdamsDATE: February 1, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.27POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint Craig L. Adams and Romulo L. Diaz, Jr., or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECOEnergy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Christopher M. CraneChristopher M. CraneDATE: February 6, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.28POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, M. Walter D’Alessio, do hereby appoint Craig L. Adams and Romulo L. Diaz, Jr., or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECO EnergyCompany, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ M. Walter D’AlessioM. Walter D’AlessioDATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.29POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Nicholas DeBenedictis, do hereby appoint Craig L. Adams and Romulo L. Diaz, Jr., or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECOEnergy Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Nicholas DeBenedictisNicholas DeBenedictisDATE: February 7, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.30POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Nelson A. Diaz, do hereby appoint Craig L. Adams and Romulo L. Diaz, Jr., or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECO EnergyCompany, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Nelson A. DiazNelson A. DiazDATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.31POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Rosemarie B. Greco, do hereby appoint Craig L. Adams and Romulo L. Diaz, Jr., or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECO EnergyCompany, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Rosemarie B. GrecoRosemarie B. GrecoDATE: February 8, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.32POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Charisse R. Lillie, do hereby appoint Craig L. Adams and Romulo L. Diaz, Jr., or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECO EnergyCompany, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Charisse R. LillieCharisse R. LillieDATE: February 1, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.33POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Denis P. O’Brien, do hereby appoint Craig L. Adams and Romulo L. Diaz, Jr., or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECO EnergyCompany, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Denis P. O’BrienDenis P. O’BrienDATE: February 4, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.34POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Ronald Rubin, do hereby appoint Craig L. Adams and Romulo L. Diaz, Jr., or either of them,attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of PECO EnergyCompany, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all thingsnecessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Ronald RubinRonald RubinDATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.35POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Ann C. Berzin, do hereby appoint Kenneth W. DeFontes, Jr. and Daniel P. Gahagan, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of BaltimoreGas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and performall things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Ann C. BerzinAnn C. BerzinDATE: February 7, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.36POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Christopher M. Crane, do hereby appoint Kenneth W. DeFontes, Jr. and Daniel P. Gahagan, oreither of them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 ofBaltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do andperform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Christopher M. CraneChristopher M. CraneDATE: February 6, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.37POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Michael E. Cryor, do hereby appoint Kenneth W. DeFontes, Jr. and Daniel P. Gahagan, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of BaltimoreGas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and performall things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Michael E. CryorMichael E. CryorDATE: February 4, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.38POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, James R. Curtiss, do hereby appoint Kenneth W. DeFontes, Jr. and Daniel P. Gahagan, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of BaltimoreGas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and performall things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ James R. CurtissJames R. CurtissDATE: February 4, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.39POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Kenneth W. DeFontes, Jr., do hereby appoint Daniel P. Gahagan attorney for me and in my nameand on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of Baltimore Gas & Electric Company, together withany amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and perform all things necessary to be done in thepremises as fully and effectually in all respects as I could do if personally present. /s/ Kenneth W. DeFontes, Jr.Kenneth W. DeFontes, Jr.DATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.40POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Joseph Haskins, Jr., do hereby appoint Kenneth W. DeFontes, Jr. and Daniel P. Gahagan, or eitherof them, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 ofBaltimore Gas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do andperform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Joseph Haskins, Jr.Joseph Haskins, Jr.DATE: February 3, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.41POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Carla D. Hayden, do hereby appoint Kenneth W. DeFontes, Jr. and Daniel P. Gahagan, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of BaltimoreGas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and performall things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Carla D. HaydenCarla D. HaydenDATE: February 6, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 24.42POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS that I, Denis P. O’Brien, do hereby appoint Kenneth W. DeFontes, Jr. and Daniel P. Gahagan, or either ofthem, attorney for me and in my name and on my behalf to sign the annual Securities and Exchange Commission report on Form 10-K for 2013 of BaltimoreGas & Electric Company, together with any amendments thereto, to be filed with the Securities and Exchange Commission, and generally to do and performall things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present. /s/ Denis P. O’BrienDenis P. O’BrienDATE: February 4, 2014Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-1 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Christopher M. Crane, certify that: 1.I have reviewed this annual report on Form 10-K of Exelon Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ CHRISTOPHER M. CRANE President and Chief Executive Officer(Principal Executive Officer) 477Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-2 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Jonathan W. Thayer, certify that: 1.I have reviewed this annual report on Form 10-K of Exelon Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ JONATHAN W. THAYER Executive Vice President and Chief Financial Officer(Principal Financial Officer) 478Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-3 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Kenneth W. Cornew, certify that: 1.I have reviewed this annual report on Form 10-K of Exelon Generation Company, LLC; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ KENNETH W. CORNEW President(Principal Executive Officer) 479Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-4 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Bryan P. Wright, certify that: 1.I have reviewed this annual report on Form 10-K of Exelon Generation Company, LLC; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ BRYAN P. WRIGHT Senior Vice President and Chief Financial Officer(Principal Financial Officer) 480Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-5 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Anne R. Pramaggiore, certify that: 1.I have reviewed this annual report on Form 10-K of Commonwealth Edison Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ ANNE R. PRAMAGGIORE President and Chief Executive Officer(Principal Executive Officer) 481Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-6 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Joseph R. Trpik, Jr., certify that: 1.I have reviewed this annual report on Form 10-K of Commonwealth Edison Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ JOSEPH R. TRPIK, JR. Senior Vice President, Chief Financial Officer and Treasurer(Principal Financial Officer) 482Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-7 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Craig L. Adams, certify that: 1.I have reviewed this annual report on Form 10-K of PECO Energy Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ CRAIG L. ADAMS Chief Executive Officer and President(Principal Executive Officer) 483Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-8 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Phillip S. Barnett, certify that: 1.I have reviewed this annual report on Form 10-K of PECO Energy Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ PHILLIP S. BARNETT Senior Vice President, Chief Financial Officer and Treasurer(Principal Financial Officer) 484Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-9 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Kenneth W. DeFontes Jr., certify that: 1.I have reviewed this annual report on Form 10-K of Baltimore Gas and Electric Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ KENNETH W. DEFONTES JR. Chief Executive Officer and President(Principal Executive Officer) 485Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31-10 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THESECURITIES AND EXCHANGE ACT OF 1934 I, Carim V. Khouzami, certify that: 1.I have reviewed this annual report on Form 10-K of Baltimore Gas and Electric Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 13, 2014 /s/ CARIM V. KHOUZAMI Senior Vice President, Chief Financial Officer and Treasurer(Principal Financial Officer) 486Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-1 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Corporation for the year ended December 31, 2013,that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the informationcontained in the report fairly presents, in all material respects, the financial condition and results of operations of Exelon Corporation. Date: February 13, 2014 /s/ CHRISTOPHER M. CRANE Christopher M. CranePresident and Chief Executive Officer 487Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-2 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Corporation for the year ended December 31, 2013,that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the informationcontained in the report fairly presents, in all material respects, the financial condition and results of operations of Exelon Corporation. Date: February 13, 2014 /s/ JONATHAN W. THAYER Jonathan W. ThayerExecutive Vice President and Chief Financial Officer 488Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-3 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Generation Company, LLC for the year endedDecember 31, 2013, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934,and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations ofExelon Generation Company, LLC. Date: February 13, 2014 /s/ KENNETH W. CORNEW Kenneth W. CornewPresident 489Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-4 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Generation Company, LLC for the year endedDecember 31, 2013, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934,and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations ofExelon Generation Company, LLC. Date: February 13, 2014 /s/ BRYAN P. WRIGHT Bryan P. WrightSenior Vice President and Chief Financial Officer(Principal Financial Officer) 490Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-5 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Commonwealth Edison Company for the year endedDecember 31, 2013, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934,and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations ofCommonwealth Edison Company. Date: February 13, 2014 /s/ ANNE R. PRAMAGGIORE Anne R. PramaggiorePresident and Chief Executive Officer 491Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-6 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Commonwealth Edison Company for the year endedDecember 31, 2013, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934,and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations ofCommonwealth Edison Company. Date: February 13, 2014 /s/ JOSEPH R. TRPIK, JR. Joseph R. Trpik, Jr.Senior Vice President, Chief Financial Officer andTreasurer 492Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-7 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of PECO Energy Company for the year ended December 31,2013, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) theinformation contained in the report fairly presents, in all material respects, the financial condition and results of operations of PECO EnergyCompany. Date: February 13, 2014 /s/ CRAIG L. ADAMS Craig L. AdamsChief Executive Officer and President 493Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-8 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of PECO Energy Company for the year ended December 31,2013, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) theinformation contained in the report fairly presents, in all material respects, the financial condition and results of operations of PECO EnergyCompany. Date: February 13, 2014 /s/ PHILLIP S. BARNETT Phillip S. BarnettSenior Vice President, Chief Financial Officer and Treasurer 494Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-9 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Baltimore Gas and Electric Company for the year endedDecember 31, 2013, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934,and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations ofBaltimore Gas and Electric Company. Date: February 13, 2014 /s/ KENNETH W. DEFONTES JR. Kenneth W. DeFontes Jr.Chief Executive Officer and President 495Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32-10 Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code The undersigned officer hereby certifies, as to the Report on Form 10-K of Baltimore Gas and Electric Company for the year endedDecember 31, 2013, that (i) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934,and (ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations ofBaltimore Gas and Electric Company. Date: February 13, 2014 /s/ CARIM V. KHOUZAMI Carim V. KhouzamiSenior Vice President, Chief Financial Officer and Treasurer 496Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 14, 2014Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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