Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Baltimore Gas and Electric Company
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-0280210
(State of Incorporation) (I.R.S. Employer Identification No.)
39 W. Lexington Street
Baltimore, Maryland 21201
(Address of Principal Executive Offices) (Zip Code)
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Baltimore Gas and Electric Company
Manager Long-Term Incentive Plan
(Full Title of the Plan)
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D. A. Brune
Vice President
39 W. Lexington Street
Baltimore, Maryland 21201
(Name and Address of Agent for Service)
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410-234-5511
(Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common Stock 1,000,000 $31 11/16* $31,687,500 $9,348
(without par Shares
value)
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* Inserted solely for the purpose of calculating the registration fee;
computed on the basis of the average of the reported high and low sales
prices on the New York Stock Exchange-Composite Transactions on January
26, 1998, as reported in THE WALL STREET JOURNAL pursuant to Rule
457(c).
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PART I
The documents containing the information specified in Part I will be
sent or given to each person eligible to participate in the Baltimore Gas and
Electric Company Manager Long-Term Incentive Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933 (the "Securities Act"). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Commission under Part I of this Registration Statement or any Prospectus filed
pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this registration statement, and later information that
we file with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until all of the shares under the Manager Long-Term
Incentive Plan are awarded.
- - Annual Report on Form 10-K for the year ended December 31, 1996;
- - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June
30, 1997, and September 30, 1997;
- - Current Reports on Form 8-K dated February 26, 1997, March 7, 1997, April
7, 1997, April 17, 1997, July 24, 1997, October 30, 1997, and December 23,
1997;
- - "Description of Common Stock" on pages 1 and 2 of BGE's Form 8-A dated
April 19, 1974, as amended by a Form 8 dated January 25, 1990.
Item 5. Experts
Coopers & Lybrand, L.L.P., independent accountants, audited our
consolidated balance sheets as of December 31, 1996 and 1995, and our
consolidated statements of income, retained earnings, and cash flows for each of
the three years in the period ended December 31, 1996, which are incorporated by
reference in this registration statement. These documents are incorporated by
reference herein in reliance upon the authority of Coopers & Lybrand as experts
in accounting and auditing in giving the report.
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Item 6. Indemnification of Directors and Officers.
The following description of indemnification allowed under Maryland
statutory law is a summary rather than a complete description. Reference is made
to Section 2-418 of the Corporations and Associations Article of the Maryland
Annotated Code, which is incorporated herein by reference, and the following
summary is qualified in its entirety by such reference.
By a Maryland statute, a Maryland corporation may indemnify any
director who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding") by reason of the fact
that he is a present or former director of the corporation and any person who,
while a director of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan ("Director"). Such indemnification may be against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with the Proceeding unless it is proven that (a)
the act or omission of the Director was material to the cause of action
adjudicated in the Proceeding and (i) was committed in bad faith, or (ii) was
the result of active and deliberate dishonesty; or (b) the Director actually
received an improper personal benefit in money, property, or services; or (c) in
the case of any criminal action or proceeding, the Director had reasonable cause
to believe his act or omission was unlawful. However, the corporation may not
indemnify any Director in connection with a Proceeding by or in the right of the
corporation if the Director has been adjudged to be liable to the corporation. A
Director or officer who has been successful in the defense of any Proceeding
described above shall be indemnified against reasonable expenses incurred in
connection with the Proceeding. The corporation may not indemnify a Director in
respect of any Proceeding charging improper personal benefits to the Director in
which the Director was adjudged to be liable on the basis that personal benefit
was improperly received.
Notwithstanding the above provisions, a court of appropriate
jurisdiction, upon application of the Director or officer may order
indemnification if it determines that in view of all the relevant circumstances,
the Director or officer is fairly and reasonably entitled to indemnification;
however, indemnification with respect to any Proceeding by or in the right of
the corporation or in which liability was adjudged on the basis that personal
benefit was improperly received shall be limited to expenses. A corporation may
advance reasonable expenses to a Director under certain circumstances, including
a written undertaking by or on behalf of such Director to repay the amount if it
shall ultimately be determined that the standard of conduct necessary for
indemnification by the corporation has not been met.
A corporation may indemnify and advance expenses to an officer of the
corporation to the same extent that it may indemnify Directors under the
statute.
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The indemnification and advancement of expenses provided or authorized
by this statute may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a Director or officer may be entitled
under the charter, by-laws, a resolution of shareholders or directors, an
agreement or otherwise.
A corporation may purchase and maintain insurance on behalf of any
person who is or was a Director or officer, whether or not the corporation would
have the power to indemnify a Director or officer against liability under the
provision of this section of Maryland law. Further, a corporation may provide
similar protection, including a trust fund, letter of credit or surety bond, not
inconsistent with the statute.
Article V of the Company's Charter reads as follows:
"A director or officer of the corporation shall not be
personally liable to the corporation or its stockholders for monetary
damages except (i) to the extent that it is proved that the person
actually received an improper benefit or profit in money, property, or
services for the amount of the benefit or profit in money, property or
services actually received or (ii) to the extent that a judgment or
other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's
action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding. It is the intent of this Article that the liability of
directors and officers shall be limited to the fullest extent permitted
by the Maryland General Corporation Law, as amended from time to time.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect any right or
protection of a director or officer of the corporation existing at the
time of such repeal or modification."
Article IV of the BGE's By-Laws reads as follows:
"Each person made or threatened to be made a party to an
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director or officer of the Company, or, at its request, is or was a
director or officer of another corporation, shall be indemnified by the
Company (to the extent indemnification is not otherwise provided by
insurance) against the liabilities, costs and expenses of every kind
actually and reasonably incurred by him as a result of such action,
suit or proceeding, or any threat thereof or any appeal thereon, but in
each case only if and to the extent permissible under applicable common
or statutory law, state or federal. The foregoing indemnity shall not
be inclusive of other rights to which such person may be entitled."
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The Directors and officers of the Registrant are covered by insurance
indemnifying them against certain liabilities which might be incurred by them in
their capacities as such, including certain liabilities arising under the
Securities Act of 1933. The premium for this insurance is paid by the
Registrant.
Item 8. Exhibits.
Reference is made to the Exhibit Index filed as a part of this
Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8, or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any
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financial statements required by Regulation 3-19 of Regulation S-X at
the start of any delayed offering or throughout a continuous offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Baltimore
Gas and Electric Company, the Registrant, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland on the 28th day of January, 1998.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
By: /s/ D. A. Brune
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D. A. Brune, Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Principal executive officer and director:
* C. H. Poindexter Chairman of the January 28, 1998
Board and Director
Principal financial and accounting officer:
/s/ D. A. Brune Vice President January 28, 1998
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D. A. Brune
Directors:
* H. Furlong Baldwin
* Beverly B. Byron
* J. Owen Cole
* Dan A. Colussy
* Edward A. Crooke
* James R. Curtiss January 28, 1998
* Freeman A. Hrabowski III
* Nancy Lampton
* George V. McGowan
* George L. Russell, Jr.
* Michael D. Sullivan
* By: /s/ D. A. Brune
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D. A. Brune, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number
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4(a) * - Charter of Baltimore Gas and Electric Company, restated as of
August 16, 1996. (Designated as Exhibit 3 in the Form 10-Q for
the quarter ended September 30, 1996, dated November 14, 1996,
File No. 1-1910.)
4(b) - Baltimore Gas and Electric Company Manager Long-Term Incentive
Plan.
4(c) * - Form of Common Stock Certificate. (Designated as Exhibit 4 to
Form S-3 Registration Statement, Registration No. 33-57658.)
5 - Opinion of Company Counsel as to legality.
23 - Consent of Coopers & Lybrand L.L.P., Independent Certified
Public Accountants.
24 - Power of Attorney.
99 * - Corporations and Associations Article, Section 2-418 of the
Annotated Code of Maryland. (Designated as Exhibit 28(b) to
the Annual Report on Form 10-K for the fiscal year ended
December 31, 1987, File No. 1-1910.)
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* Incorporated by reference.
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Exhibit 4(b)
This document constitutes part of a prospectus
covering securities that have been
registered under the Securities Act of 1933
Manager Long-Term Incentive Plan
(Plan)
1. Objective. The objective of this Plan is to increase shareholder value
by providing a long-term incentive to reward manager level and other
designated employees of BGE and its Subsidiaries, whose
responsibilities include the continued growth, development, and
financial success of BGE and its Subsidiaries, for the continued
profitable performance of BGE and its subsidiaries. The Plan is also
designed to assist BGE and its Subsidiaries to retain talented and
motivated manager level and other designated employees and to increase
their ownership of BGE common stock.
2. Definitions. All singular terms defined in this Plan will include the
plural and vice versa. As used herein, the following terms will have
the meaning specified below:
"Award" means individually or collectively, Restricted Stock, Options,
Performance Units, Stock Appreciation Rights, or Dividend Equivalents
granted under this Plan.
"BGE" means Baltimore Gas and Electric Company, a Maryland corporation,
or its successor, including any "New Company" as provided in Section
14I.
"Board" means the Board of Directors of BGE.
"Book Value" means the book value of a share of Stock determined in
accordance with BGE's regular accounting practices as of the last
business day of the month immediately preceding the month in which a
Stock Appreciation Right is exercised as provided in Section 10.
"Code" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code will be deemed to include any
amendments or successor provisions to such section and any regulations
promulgated thereunder.
"Date of Grant" means the date on which the granting of an Award is
authorized by the Plan Administrator or such later date as may be
specified by the Plan Administrator in such authorization.
"Date of Retirement" means the date of Retirement or Early Retirement.
"Disability" means the determination that a Participant is "disabled"
under the BGE disability plan in effect at that time.
"Dividend Equivalent" means an award granted under Section 11.
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"Early Retirement" means retirement prior to the Normal Retirement Date
"Earned Performance Award" means an actual award of a specified number
of Performance Units (or shares of Restricted Stock, as the context
requires) which the Plan Administrator has determined have been earned
and are payable (or, in the case of Restricted Stock, earned and with
respect to which restrictions will lapse) for a particular Performance
Period.
"Eligible Employee" means any person employed by BGE or a Subsidiary on
a regularly scheduled basis who satisfies all of the requirements of
Section 5.
"Exercise Period" means the period or periods during which a Stock
Appreciation Right is exercisable as described in Section 10.
"Fair Market Value" means the average of the highest and lowest price
at which the Stock was sold regular way on the New York Stock
Exchange-Composite Transactions on a specified date.
"Incentive Stock Option" means an incentive stock option within the
meaning of Section 422 of the Code.
"1934 Act" means the Securities Exchange Act of 1934, as amended.
"Normal Retirement Date" is the retirement date as described in the
Pension Plan or a Subsidiary's retirement or pension plan.
"Option" or "Stock Option" means either a nonqualified stock option or
an incentive stock option granted under Section 8.
"Option Period" or "Option Periods" means the period or periods during
which an Option is exercisable as described in Section 8.
"Participant" means an employee of BGE or a Subsidiary who has been
granted an Award under this Plan.
"Pension Plan" means the Pension Plan of Baltimore Gas and Electric
Company as may be amended from time to time.
"Performance-Based" means that in determining the amount of a Restricted
Stock Award payout, the Plan Administrator will take into account the
performance of the Participant, BGE, one or more Subsidiaries, or any
combination thereof.
"Performance Period" means a period of time, established by the Plan
Administrator at the time an Award is granted, during which corporate
and/or individual performance is measured.
"Performance Unit" means a unit of measurement equivalent to such amount
or measure as defined by the Plan Administrator which may include, but
is not limited to, dollars, market value shares, or book value shares.
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"Plan Administrator" means, as set forth in Section 4, the Chief
Executive Officer of BGE.
"Restricted Stock" means an Award granted under Section 7.
"Retirement" means retirement on or after the "Normal Retirement Date"
(as such term is defined in the Pension Plan or a Subsidiary's
retirement or pension plan).
"Service-Based" means that in determining the amount of a Restricted
Stock Award payout, the Plan Administrator will take into account only
the period of time that the Participant performed services for BGE or
its Subsidiaries since the Date of Grant.
"Stock" means the common stock, without par value, of BGE.
"Stock Appreciation Right" means an Award granted under Section 10.
"Subsidiary(ies)" means any corporation of which 20% or more of its
outstanding voting stock or voting power is beneficially owned, directly
or indirectly, by BGE.
"Target Performance Award" means a targeted award of a specified number
of Performance Units (or shares of Restricted Stock, as the context
requires) which may be earned and payable (or, in the case of Restricted
Stock, earned and with respect to which restrictions will lapse) based
upon the performance objectives for a particular Performance Period, all
as determined by the Plan Administrator. The Target Performance Award
will be a factor in the Plan Administrator's ultimate determination of
the Earned Performance Award.
"Termination" means resignation or discharge from employment with BGE or
any of its Subsidiaries except in the event of death, Disability,
Retirement or Early Retirement.
3. Effective Date and Duration.
A. Effective Date. The Plan will be effective as of February 1, 1998.
B. Period for Grants of Awards. Awards may be made as provided herein
for a period of 10 years after February 1, 1998.
4. Plan Administration. The Chief Executive Officer of BGE is the Plan
Administrator and has sole authority (except as specified otherwise
herein) to determine all questions of interpretation and application of
the Plan, or of the terms and conditions pursuant to which Awards are
granted, exercised or forfeited under the Plan provisions, and, in
general, to make all determinations advisable for the administration of
the Plan to achieve its stated objective. Such determinations shall be
final and not subject to further appeal. The Plan Administrator shall
have the power to delegate all or any part of his/her duties to one or
more designees, and to withdraw such authority, by written designation.
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5. Eligibility. Each employee of BGE who holds a manager level position,
and other employees of BGE and its Subsidiaries, may be designated by
the Plan Administrator as a Participant, from time to time, with respect
to one or more Awards. No employee of BGE or its Subsidiaries shall have
any right to be granted an Award under this Plan.
6. Grant of Awards and Limitation of Number of Shares Awarded. The Plan
Administrator may, from time to time, grant Awards to one or more
Eligible Employees, provided that (i) subject to any adjustment
pursuant to Section 14H, the aggregate number of shares of Stock
subject to Awards under this Plan may not exceed one million
(1,000,000) shares; (ii) to the extent that an Award lapses or the
rights of the Participant to whom it was granted terminate, any shares
of Stock subject to such Award shall again be available for the grant
of an Award under the Plan; and (iii) shares delivered by BGE under the
Plan may be authorized and unissued Stock, Stock held in the treasury
of BGE, or Stock purchased on the open market (including private
purchases) in accordance with applicable securities laws.
7. Restricted Stock Awards.
A. Grants of Restricted Shares. One or more shares of Restricted Stock
may be granted to any Eligible Employee. The Restricted Stock will be
issued to the Participant on the Date of Grant without the payment of
consideration by the Participant. The Restricted Stock will be issued
either in the name of the Participant or in an agent account on behalf
of one or more Participants, and will bear a restrictive legend
prohibiting sale, transfer, pledge or hypothecation of the Restricted
Stock until the expiration of the restriction period.
The Plan Administrator may also impose such other restrictions and
conditions on the Restricted Stock as it deems appropriate, and will
designate the grant as either a Service-Based or Performance-Based
Award.
Upon issuance to the Participant of the Restricted Stock, the
Participant will have the right to vote the Restricted Stock, and
subject to the Plan Administrator's discretion, to receive the cash
dividends distributable with respect to such shares, with such
dividends treated as compensation to the Participant. The Plan
Administrator, in his/her sole discretion, may direct the accumulation
and payment of distributable dividends to the Participant at such
times, and in such form and manner, as determined by the Plan
Administrator.
B. Service-Based Award.
i. Restriction Period. At the time a Service-Based Restricted
Stock Award is granted, the Plan Administrator will establish a
restriction period applicable to such Award which will be not less than
one year and not more than ten years. Each Restricted Stock Award may
have a different restriction period, at the discretion of the Plan
Administrator.
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ii. Forfeiture or Payout of Award. In the event a Participant
ceases employment during a restriction period, a Restricted Stock Award
is subject to forfeiture or payout (i.e., removal of restrictions) as
follows: (a) Termination - the Restricted Stock Award is completely
forfeited; (b) Retirement, Disability or death - payout of the
Restricted Stock Award is prorated for service during the period; or
(c) Early Retirement - if at the Participant's request, the payout or
forfeiture of the Restricted Stock Award is determined at the
discretion of the Plan Administrator, or if at BGE's request, payout of
the Restricted Stock Award is prorated for service during the period;
provided, however, that the Plan Administrator may modify the above if
it determines at his/her sole discretion that special circumstances
warrant such modification.
Any shares of Restricted Stock which are forfeited will be transferred
to BGE.
Upon completion of the restriction period, all Award restrictions will
expire and certificates representing the Award will be issued (the
payout) without the restrictive legend described in Section 7A.
C. Performance-Based Award.
i. Restriction Period. At the time a Performance-Based
Restricted Stock Award is granted, the Plan Administrator will
establish a restriction period applicable to such Award which will be
not less than one year and not more than ten years. Each Restricted
Stock Award may have a different restriction period, at the discretion
of the Plan Administrator. The Plan Administrator will also establish a
Performance Period.
ii. Performance Objectives. The Plan Administrator will
determine, no later than 90 days after the beginning of each
Performance Period, the performance objectives for each Participant's
Target Performance Award and the number of shares of Restricted Stock
for each Target Performance Award that will be issued on the Date of
Grant. Performance objectives may vary from Participant to Participant
and will be based upon such performance criteria or combination of
factors as the Plan Administrator deems appropriate, which may include,
but not be limited to, the performance of the Participant, BGE, one or
more Subsidiaries, or any combination thereof. Performance Periods may
overlap and Participants may participate simultaneously with respect to
Performance-Based Restricted Stock Awards for which different
Performance Periods are prescribed.
If, during the course of a Performance Period significant events occur
as determined in the sole discretion of the Plan Administrator, which
the Plan Administrator expects to have a substantial effect on a
performance objective during such period, the Plan Administrator may
revise such objective.
iii. Forfeiture or Payout of Award. As soon as practicable
after the end of each Performance Period, the Plan Administrator will
determine whether the performance objectives and other material terms
of the Award were
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satisfied. The Plan Administrator's determination of all such matters
will be final and conclusive.
As soon as practicable after the later of (i) the date the Plan
Administrator makes the above determination, or (ii) the completion of
the restriction period, the Plan Administrator will determine the
Earned Performance Award for each Participant. Such determination may
result in forfeiture of all or some shares of Restricted Stock (if
Target Performance Award performance objectives were not attained), or
the issuance of additional shares of Stock (if Target Performance Award
performance objectives were exceeded), and will be based upon such
factors as the Plan Administrator determines at his/her sole
discretion, but including the Target Performance Award performance
objectives.
In the event a Participant ceases employment during a restriction
period, the Restricted Stock Award is subject to forfeiture or payout
(i.e., removal of restrictions) as follows: (a) Termination - the
Restricted Stock Award is completely forfeited; (b) Retirement,
Disability or death - payout of the Restricted Stock Award is prorated
taking into account factors including, but not limited to, service
during the period; and the performance of the Participant during the
portion of the Performance Period before employment ceased; or (c)
Early Retirement - if at the Participant's request, the payout or
forfeiture of the Restricted Stock Award is determined at the
discretion of the Plan Administrator, or if at BGE's request, payout of
the Restricted Stock Award is prorated taking into account factors
including, but not limited to, service during the period and the
performance of the Participant during the portion of the Performance
Period before employment ceased; provided, however, that the Plan
Administrator may modify the above if it determines at his/her sole
discretion that special circumstances warrant such modification.
Any shares of Restricted Stock which are forfeited will be transferred
to BGE.
With respect to shares of Restricted Stock for which restrictions
lapse, certificates will be issued (the payout) without the restrictive
legend described in Section 7A. Certificates will also be issued for
additional Stock, if any, awarded to the Participant because Target
Performance Award performance objectives were exceeded.
D. Waiver of Section 83(b) Election. Unless otherwise directed by the
Plan Administrator, as a condition of receiving an Award of Restricted
Stock, a Participant must waive in writing the right to make an
election under Section 83(b) of the Code to report the value of the
Restricted Stock as income on the Date of Grant.
8. Stock Options.
A. Grants of Options. One or more Options may be granted to any
Eligible Employee on the Date of Grant without the payment of
consideration by the Participant.
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B. Stock Option Agreement. Each Option granted under the Plan will be
evidenced by a "Stock Option Agreement" between BGE and the Participant
containing provisions determined by the Plan Administrator, including,
without limitation, provisions to qualify Incentive Stock Options as
such under Section 422 of the Code if directed by the Plan
Administrator at the Date of Grant; provided, however, that each
Incentive Stock Option Agreement must include the following terms and
conditions: (i) that the Options are exercisable, either in total or in
part, with a partial exercise not affecting the exercisability of the
balance of the Option; (ii) every share of Stock purchased through the
exercise of an Option will be paid for in full at the time of the
exercise; (iii) each Option will cease to be exercisable, as to any
share of Stock, at the earliest of (a) the Participant's purchase of
the Stock to which the Option relates, (b) the Participant's exercise
of a related Stock Appreciation Right, or (c) the lapse of the Option;
(iv) Options will not be transferable by the Participant except by Will
or the laws of descent and distribution and will be exercisable during
the Participant's lifetime only by the Participant or by the
Participant's guardian or legal representative; and (v) notwithstanding
any other provision, in the event of a public tender for all or any
portion of the Stock or in the event that any proposal to merge or
consolidate BGE with another company is submitted to the stockholders
of BGE for a vote, the Plan Administrator, in his\her sole discretion,
may declare any previously granted Option to be immediately
exercisable.
C. Option Price. The Option price per share of Stock will be set by
the grant, but will be not less than 100% of the Fair Market Value at
the Date of Grant.
D. Form of Payment. At the time of the exercise of the Option, the
Option price will be payable in cash or in other shares of Stock or in
a combination of cash and other shares of Stock, in a form and manner
as required by the Plan Administrator in his/her sole discretion. When
Stock is used in full or partial payment of the Option price, it will
be valued at the Fair Market Value on the date the Option is exercised.
E. Other Terms and Conditions. The Option will become exercisable in
such manner and within such Option Period or Periods, not to exceed 10
years from its Date of Grant, as set forth in the Stock Option
Agreement upon payment in full. Except as otherwise provided in this
Plan or in the Stock Option Agreement, any Option may be exercised in
whole or in part at any time.
F. Lapse of Option. An Option will lapse upon the earlier of: (i) 10
years from the Date of Grant, or (ii) at the expiration of the Option
Period set by the grant. If the Participant ceases employment within
the Option Period and prior to the lapse of the Option, the Option will
lapse as follows: (a) Termination - the Option will lapse on the
effective date of the Termination; or (b) Retirement, Early Retirement,
or Disability - the Option will lapse at the expiration of the Option
Period set by the grant; provided, however, that the Plan Administrator
may modify the above if he/she determines in his/her sole discretion
that special circumstances warrant such modification. If the
Participant dies within the Option Period and prior to the lapse of the
Option, the Option will lapse at the expiration
7
<PAGE>
of the Option Period set by the grant unless it is exercised before
such time by the Participant's legal representative(s) or by the
person(s) entitled to do so under the Participant's Will or, if the
Participant fails to make testamentary disposition of the Option or
dies intestate, by the person(s) entitled to receive the Option under
the applicable laws of descent and distribution.
G. Individual Limitation. In the case of an Incentive Stock Option, the
aggregate Fair Market Value of the Stock for which Incentive Stock
Options (whether under this Plan or another arrangement) in any
calendar year are first exercisable will not exceed $100,000 with
respect to such calendar year (or such other individual limit as may be
in effect under the Code on the Date of Grant) plus any unused portion
of such limit as the Code may permit to be carried over.
9. Performance Units.
A. Performance Units. One or more Performance Units may be earned
by an Eligible Employee based on the achievement of preestablished
performance objectives during a Performance Period.
B. Performance Period and Performance Objectives. The Plan
Administrator will determine a Performance Period and will determine,
no later than 90 days after the beginning of each Performance Period,
the performance objectives for each Participant's Target Performance
Award and the number of Performance Units subject to each Target
Performance Award. Performance objectives may vary from Participant to
Participant and will be based upon such performance criteria or
combination of factors as the Plan Administrator deems appropriate,
which may include, but not be limited to, the performance of the
Participant, BGE, one or more Subsidiaries, or any combination thereof.
Performance Periods may overlap and Participants may participate
simultaneously with respect to Performance Units for which different
Performance Periods are prescribed.
If during the course of a Performance Period significant events occur
as determined in the sole discretion of the Plan Administrator which
the Plan Administrator expects to have a substantial effect on a
performance objective during such period, the Plan Administrator may
revise such objective.
C. Forfeiture or Payout of Award. As soon as practicable after the end
of each Performance Period, the Plan Administrator will determine
whether the performance objectives and other material terms of the
Award were satisfied. The Plan Administrator's determination of all
such matters will be final and conclusive.
As soon as practicable after the date the Plan Administrator makes the
above determination, the Plan Administrator will determine the Earned
Performance Award for each Participant. Such determination may result
in an increase or decrease in the number of Performance Units payable
based upon such Participant's Target Performance Award, and will be
based upon such factors as
8
<PAGE>
the Plan Administrator determines in his/her sole discretion, but
including the Target Performance Award performance
objectives.
In the event a Participant ceases employment during a Performance
Period, the Performance Unit Award is subject to forfeiture or payout
as follows: (a) Termination - the Performance Unit Award is completely
forfeited; (b) Retirement, Disability or death - payout of the
Performance Unit Award is prorated taking into account factors
including, but not limited to, service and the performance of the
Participant during the portion of the Performance Period before
employment ceased; or (c) Early Retirement - if at the Participant's
request, the payout or forfeiture of the Performance Unit Award is
determined at the discretion of the Plan Administrator, or if at BGE's
request, payout of the Performance Unit Award is prorated taking into
account factors including, but not limited to, service and the
performance of the Participant during the portion of the Performance
Period before employment ceased; provided, however, that the Plan
Administrator may modify the above if it determines in his/her sole
discretion that special circumstances warrant such modification.
D. Form and Timing of Payment. Each Performance Unit is payable in cash
or shares of Stock or in a combination of cash and Stock, as determined
by the Plan Administrator in his/her sole discretion. Such payment will
be made as soon as practicable after the Earned Performance Award is
determined.
10. Stock Appreciation Rights.
A. Grants of Stock Appreciation Rights. Stock Appreciation Rights may
be granted under the Plan in conjunction with an Option either at the
Date of Grant or by amendment or may be separately granted. Stock
Appreciation Rights will be subject to such terms and conditions not
inconsistent with the Plan as the Plan Administrator may impose.
B. Right to Exercise; Exercise Period. A Stock Appreciation Right
issued pursuant to an Option will be exercisable to the extent the
Option is exercisable; both such Stock Appreciation Right and the
Option to which it relates will not be exercisable during the six
months following their respective Dates of Grant except in the event of
the Participant's Disability or death. A Stock Appreciation Right
issued independent of an Option will be exercisable pursuant to such
terms and conditions established in the grant. Notwithstanding such
terms and conditions, in the event of a public tender for all or any
portion of the Stock or in the event that any proposal to merge or
consolidate BGE with another company is submitted to the stockholders
of BGE for a vote, the Plan Administrator, in his/her sole discretion,
may declare any previously granted Stock Appreciation Right immediately
exercisable.
C. Failure to Exercise. If on the last day of the Option Period, in the
case of a Stock Appreciation Right granted pursuant to an Option, or
the specified Exercise Period, in the case of a Stock Appreciation
Right issued independent of an Option, the Participant has not
exercised a Stock Appreciation Right, then
9
<PAGE>
such Stock Appreciation Right will be deemed to have been exercised
by the Participant on the last day of the Option Period or Exercise
Period.
D. Payment. An exercisable Stock Appreciation Right granted pursuant to
an Option will entitle the Participant to surrender unexercised the
Option or any portion thereof to which the Stock Appreciation Right is
attached, and to receive in exchange for the Stock Appreciation Right
payment (in cash or Stock or a combination thereof as described below)
equal to either of the following amounts, determined in the sole
discretion of the Plan Administrator at the Date of Grant: (1) the
excess of the Fair Market Value of one share of Stock at the date of
exercise over the Option price, times the number of shares called for
by the Stock Appreciation Right (or portion thereof) which is so
surrendered, or (2) the excess of the Book Value of one share of Stock
at the date of exercise over the Book Value of one share of Stock at
the Date of Grant of the related Option, times the number of shares
called for by the Stock Appreciation Right. Upon exercise of a Stock
Appreciation Right not granted pursuant to an Option, the Participant
will receive for each Stock Appreciation Right payment (in cash or
Stock or a combination thereof as described below) equal to either of
the following amounts, determined in the sole discretion of the Plan
Administrator at the Date of Grant: (1) the excess of the Fair Market
Value of one share of Stock at the date of exercise over the Fair
Market Value of one share of Stock at the Date of Grant of the Stock
Appreciation Right, times the number of shares called for by the Stock
Appreciation Right, or (2) the excess of the Book Value of one share of
Stock at the date of exercise of the Stock Appreciation Right over the
Book Value of one share of Stock at the Date of Grant of the Stock
Appreciation Right, times the number of shares called for by the Stock
Appreciation Right.
The Plan Administrator may direct the payment in settlement of the
Stock Appreciation Right to be in cash or Stock or a combination
thereof. Alternatively, the Plan Administrator may permit the
Participant to elect to receive cash in full or partial settlement of
the Stock Appreciation Right, provided that (i) the Plan Administrator
must consent to or disapprove such election and (ii) unless the Plan
Administrator directs otherwise, the election and the exercise must be
made during the period beginning on the 3rd business day following the
date of public release of quarterly or year-end earnings and ending on
the 12th business day following the date of public release of quarterly
or year-end earnings. The value of the Stock to be received upon
exercise of a Stock Appreciation Right shall be the Fair Market Value
of the Stock on the trading day preceding the date on which the Stock
Appreciation Right is exercised. To the extent that a Stock
Appreciation Right issued pursuant to an Option is exercised, such
Option shall be deemed to have been exercised, and shall not be deemed
to have lapsed.
E. Nontransferable. A Stock Appreciation Right will not be transferable
by the Participant except by Will or the laws of descent and
distribution and will be exercisable during the Participant's lifetime
only by the Participant or by the Participant's guardian or legal
representative.
F. Lapse of a Stock Appreciation Right. A Stock Appreciation Right will
lapse upon the earlier of: (i) 10 years from the Date of Grant; or (ii)
at the
10
<PAGE>
expiration of the Exercise Period as set by the grant. If the
Participant ceases employment within the Exercise Period and prior to
the lapse of the Stock Appreciation Right, the Stock Appreciation Right
will lapse as follows: (a) Termination - the Stock Appreciation Right
will lapse on the effective date of the Termination; or (b) Retirement,
Early Retirement, or Disability - the Stock Appreciation Right will
lapse at the expiration of the Exercise Period set by the grant;
provided, however, that the Plan Administrator may modify the above if
he/she determines in his/her sole discretion that special circumstances
warrant such modification. If the Participant dies within the Exercise
Period and prior to the lapse of the Stock Appreciation Right, the
Stock Appreciation Right will lapse at the expiration of the Exercise
Period set by the grant unless it is exercised before such time by the
Participant's legal representative(s) or by the person(s) entitled to
do so under the Participant's Will or, if the Participant fails to make
testamentary disposition of the Stock Appreciation Right or dies
intestate, by the person(s) entitled to receive the Stock Appreciation
Right under the applicable laws of descent and distribution.
11. Dividend Equivalents.
A. Grants of Dividend Equivalents. Dividend Equivalents may be granted
under the Plan in conjunction with an Option or a separately awarded
Stock Appreciation Right, at the Date of Grant or by amendment, without
consideration by the Participant. Dividend Equivalents may also be
granted under the Plan in conjunction with Performance Units, at any
time during the Performance Period, without consideration by the
Participant. Dividend Equivalents will be granted under a
Performance-Based Restricted Stock Award in conjunction with additional
shares of Stock issued if Target Performance Award performance
objectives are exceeded.
B. Payment. Each Dividend Equivalent will entitle the Participant to
receive an amount equal to the dividend actually paid with respect to a
share of Stock on each dividend payment date from the Date of Grant to
the date the Dividend Equivalent lapses as set forth in Section 11D.
The Plan Administrator, in his/her sole discretion, may direct the
payment of such amount at such times and in such form and manner as
determined by the Plan Administrator.
C. Nontransferable. A Dividend Equivalent will not be transferable by
the Participant.
D. Lapse of a Dividend Equivalent. Each Dividend Equivalent will lapse
on the earlier of (i) the date of the lapse of the related Option or
Stock Appreciation Right; (ii) the date of the exercise of the related
Option or Stock Appreciation Right; (iii) the end of the Performance
Period (or if earlier, the date the Participant ceases employment) of
the related Performance Units or Performance-Based Restricted Stock
Award; or (iv) the lapse date established by the Plan Administrator on
the Date of Grant of the Dividend Equivalent.
11
<PAGE>
12. Accelerated Award Payout/Exercise.
A. Change in Control. Notwithstanding anything in this Plan document to
the contrary, a Participant is entitled to an accelerated payout or
accelerated Option or Exercise Period (as set forth in Section 12B)
with respect to any previously granted Award, upon the happening of a
change in control.
A change in control for purposes of this Section 12 means (i) the
purchase or acquisition by any person, entity or group of persons,
(within the meaning of section 13(d) or 14(d) of the 1934 Act, or any
comparable successor provisions), of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of 20 percent or
more of either the outstanding shares of common stock of BGE or the
combined voting power of BGE's then outstanding shares of voting
securities entitled to a vote generally, or (ii) the consummation of,
following the approval by the stockholders of BGE, of a reorganization,
merger, or consolidation, in each case, with respect to which persons
who were stockholders of BGE immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than
50 percent of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or consolidated
entity's then outstanding securities, or (iii) a liquidation or
dissolution of BGE or the sale of substantially all of its assets, or
(iv) a change of more than one-half of the members of the Board within
a 90-day period for reasons other than the death, disability, or
retirement of such members.
B. Amount of Award Subject to Accelerated Payout/Option Period/Exercise
Period. The amount of a Participant's previously granted Award that
will be paid or exercisable upon the happening of a change in control
will be determined as follows:
Restricted Stock Awards. The Participant will be entitled to an
accelerated Award payout, and the amount of the payout will be based on
the number of shares of Restricted Stock that were issued on the Date
of Grant, prorated based on the number of months of the restriction
period that have elapsed as of the payout date. Also, with respect to
Performance-Based Restricted Stock Awards, in determining the amount of
the payout, maximum performance achievement will be assumed.
Stock Option Awards and Stock Appreciation Rights. Any previously
granted Stock Option Awards or Stock Appreciation Rights will be
immediately exercisable.
Performance Units. The Participant will be entitled to an accelerated
Award payout, and the amount of the payout will be based on the number
of Performance Units subject to the Target Performance Award as
established on the Date of Grant, prorated based on the number of
months of the Performance Period that have elapsed as of the payout
date, and assuming that maximum performance was achieved.
12
<PAGE>
C. Timing of Accelerated Payout/Option Period/Exercise Period. The
accelerated payout set forth in Section 12B will be made in cash within
30 days after the date of the change in control. The accelerated Option
Period/Exercise Period set forth in Section 12B will begin on the date
of the change in control, and applicable payments will be in cash. When
Stock is related to the Award, the amount of cash will be determined
based on the Fair Market Value of Stock on the payout or exercise date,
whichever is applicable.
13. Amendment of Plan.
The Plan Administrator may at any time and from time to time alter,
amend, suspend or terminate the Plan in whole or in part, except no
such action may be taken without the consent of the Participant to whom
any Award was previously granted, which adversely affects the rights of
such Participant concerning such Award, except as such termination or
amendment of the Plan is required by statute, or rules and regulations
promulgated thereunder.
14. Miscellaneous Provisions.
A. Nontransferability. No benefit provided under this Plan shall be
subject to alienation or assignment by a Participant (or by any person
entitled to such benefit pursuant to the terms of this Plan), nor shall
it be subject to attachment or other legal process except (i) to the
extent specifically mandated and directed by applicable state or
federal statute, and (ii) as requested by the Participant (or by any
person entitled to such benefit pursuant to the terms of this Plan),
and approved by the Plan Administrator, to satisfy income tax
withholding.
B. No Employment Right. Participation in this Plan shall not constitute
a contract of employment between BGE or any Subsidiary and any person
and shall not be deemed to be consideration for, or a condition of,
continued employment of any person.
C. Tax Withholding. BGE or a Subsidiary may withhold any applicable
federal, state or local taxes at such time and upon such terms and
conditions as required by law or determined by BGE or a Subsidiary.
Subject to compliance with any requirements of applicable law, the Plan
Administrator may permit or require a Participant to have any portion
of any withholding or other taxes payable in respect to a distribution
of Stock satisfied through the payment of cash by the Participant to
BGE or a Subsidiary, the retention by BGE or a Subsidiary of shares of
Stock, or delivery of previously owned shares of the Participant's
Stock, having a Fair Market Value equal to the withholding amount.
D. Fractional Shares. Any fractional shares concerning Awards shall be
eliminated at the time of payment or payout by rounding down for
fractions of less than one-half and rounding up for fractions of equal
to or more than one-half. No cash settlements shall be made with
respect to fractional shares eliminated by rounding.
13
<PAGE>
E. Government and Other Regulations. The obligation of BGE to make
payment of Awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
government agencies as may be required. BGE shall be under no
obligation to register under the Securities Act of 1933, as amended
("Act"), any of the shares of Stock issued, delivered or paid in
settlement under the Plan. If Stock awarded under the Plan may in
certain circumstances be exempt from registration under the Act, BGE
may restrict its transfer in such manner as it deems advisable to
ensure such exempt status. The Plan is not subject to any provisions of
the Employee Retirement Income Security Act of 1974.
F. Indemnification. The Plan Administrator (and his/her designees), and
BGE's Chairman of the Board, and President and all other employees of
BGE or its Subsidiaries whose assigned duties include matters under the
Plan, shall be indemnified by BGE or its Subsidiaries or from proceeds
under insurance policies purchased by BGE or its Subsidiaries against
any and all liabilities arising by reason of any act or failure to act
made in good faith pursuant to the provisions of the Plan, including
expenses reasonably incurred in the defense of any related claim.
G. Changes in Capital Structure. In the event of any change in the
outstanding shares of Stock by reason of any stock dividend or split,
recapitalization, combination or exchange of shares or other similar
changes in the Stock, then appropriate adjustments shall be made in the
shares of Stock theretofore awarded to the Participants and in the
aggregate number of shares of Stock which may be awarded pursuant to
the Plan. Such adjustments shall be conclusive and binding for all
purposes. Additional shares of Stock issued as the result of any such
change shall bear the same restrictions as the shares of Stock to which
they relate.
H. BGE Successors. In the event BGE becomes a party to a merger,
consolidation, sale of substantially all of its assets or any other
corporate reorganization in which BGE will not be the surviving
corporation or in which the holders of the Stock will receive
securities of another corporation (in any such case, the "New
Company"), then the New Company shall assume the rights and obligations
of BGE under this Plan.
I. Governing Law. All matters relating to the Plan or to Awards granted
hereunder shall be governed by the laws of the State of Maryland,
without regard to the principles of conflict of laws.
J. Relationship to Other Benefits. Any Awards under this Plan are
not considered compensation for purposes of determining benefits under
any pension, profit sharing, or other retirement or welfare plan, or
for any other general employee benefit program.
K. Expenses. The expenses of administering the Plan shall be borne by
BGE and its Subsidiaries.
14
<PAGE>
L. Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings,
shall control.
You may obtain without charge, upon written or oral
request, a copy of the following BGE documents:
- Annual Report on Form 10-K for the year ended December 31, 1996;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997;
- Current Reports on Form 8-K dated February 26, 1997, March 7, 1997,
April 7, 1997, April 17, 1997, July 24, 1997, October 30, 1997 and
December 23, 1997;
- "Description of Common Stock" on pages 1 and 2 of BGE's Form 8-A dated
April 19, 1974, as amended by a Form 8 dated January 25, 1990.
These documents are incorporated by reference in the Section
10(a) prospectus which is designated in Part I of the Registration
Statement pertaining to the securities offered under the Manager
Long-Term Incentive Plan. In addition you may obtain, without charge,
upon written or oral request, a copy of documents that are required to
be delivered under Rule 428(b) of the Securities Act including the
Company's annual report to shareholders or annual report on Form 10-K
and a copy of the documents that comprise the prospectus.
To make a request for any of these documents, you may telephone
or write:
David A. Brune,
Corporate Secretary
39 W. Lexington Street
Baltimore, Maryland 21201
(410) 234-5512
15
<PAGE>
Manager Long-Term Incentive Plan
Appendix
Additional Information
Participants may obtain additional information about
the Plan by contacting:
Elaine Johnston
Manager - Staff Services Department
Baltimore Gas and Electric Company
16th Floor, Gas and Electric Building
P. O. Box 1475
Baltimore, MD 21203
(410) 234-6167
After each grant is made, participants will be
furnished with information about the amount of the grant. At
least annually, participants will be furnished with
information about their outstanding grants.
In general, grants subject to restrictions are
taxable to participants when the restrictions lapse, and
deductible by BGE at such time, based on the fair market value
of the awards when the restrictions lapse. Additionally,
options are subject to other special tax provisions.
Exhibit 5
Constance F. Smith
Acting Associate General Counsel
Baltimore Gas and Electric Company
P.O. Box 1475
Baltimore, Maryland 21203
410-234-5314 FAX 410-234-5690
[Logo]
January 28, 1998
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
Gentlemen:
This opinion is provided in connection with the
Registration Statement on Form S-8 (the "Registration
Statement") being filed by Baltimore Gas and Electric
Company ("BGE") with the Securities and Exchange Commission
("Commission") under the Securities Act of 1933, as amended,
regarding the proposed issuance of up to 1,000,000 shares of
Common Stock without par value (the "Common Stock") under
BGE's Manager Long-Term Incentive Plan (LTIP).
I am the Acting Associate General Counsel of BGE and
head of the Corporate Unit of its Legal Department. I am
generally familiar with BGE's corporate history, properties,
operations, Charter (including amendments, supplements, and
restatements thereto), and the issuance of its securities
outstanding. In connection with this opinion the General
Counsel of BGE and I, together with attorneys we supervise,
have considered, among other things (1) the Charter of BGE;
(2) the By-Laws of BGE; (3) the Registration Statement; (4)
the provisions of the Public Utility Holding Company Act of
1935, as amended (the "1935 Act"), together with an order
dated January 16, 1956, issued by the Commission (File No.
31-631) exempting BGE from the provisions of the 1935 Act
applicable to it as a holding company; and (5) such other
documents, transactions, and matters of law as we deemed
necessary in order to render this opinion.
This opinion is subject to the Registration Statement
becoming effective under the Securities Act of 1933, as
amended.
Based on the foregoing, I am of the opinion that the
Common Stock, when issued and delivered in accordance with
the LTIP, will constitute legally issued, fully paid, and
nonassessable shares of Common Stock of BGE.
<PAGE>
Baltimore Gas and Electric Company
January 28, 1997
Page 2
I express no opinion as to the law of any jurisdiction
other than the law of the State of Maryland and the law of
the United States of America. The opinion expressed herein
concerns only the effect of the law (excluding the
principles of conflicts of law) of the State of Maryland and
the United States of America as currently in effect.
This opinion is provided solely for your benefit and
may not be relied upon by, or quoted to, any other person or
entity, in whole or in part, without my prior written
consent.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references
to me in the Registration Statement (and any amendments
thereto) or the prospectus constituting a part of the
Registration Statement (and any amendments or supplements
thereto).
Very truly yours,
/s/ Constance F. Smith
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 covering 1,000,000 shares of Baltimore Gas
and Electric Company Common Stock (without par value) to be
offered pursuant to the Baltimore Gas and Electric Company
Manager Long-Term Incentive Plan (the "Registration Statement")
of our report, dated January 17, 1997, on our audits of the
consolidated financial statements and financial statement
schedule included on Form 10-K, and our audits of the
consolidated financial statements included on Form 8-K (dated
March 7, 1997) of Baltimore Gas and Electric Company and
Subsidiaries, as of December 31, 1996 and 1995 and for the three
years ended December 31, 1996.
We also consent to the reference to our firm under the caption
"Experts" in this Registration Statement.
/s/ Coopers & Lybrand
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
January 28, 1998
Exhibit 24
Page 1 of 2
BALTIMORE GAS AND ELECTRIC COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
directors and officers of Baltimore Gas and Electric Company
hereby constitute and appoint C. H. Poindexter, E. A. Crooke, and
D. A. Brune, and each of them their true and lawful attorneys and
agents to do any and all acts and things and to execute, in their
names any and all instruments which said attorneys and agents, or
any of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof in
connection with the registration under said Act of 1,000,000
shares of Baltimore Gas and Electric Company Common Stock
(without par value) to be offered pursuant to the Baltimore Gas
and Electric Company Manager Long-Term Incentive Plan, all as
authorized by Resolutions adopted by the Board of Directors of
Baltimore Gas and Electric Company at a meeting held January 23,
1998, including specifically, but without limiting the generality
of the foregoing, power and authority to sign the names of the
undersigned directors and officers in the capacities indicated
below, to any registration statements to be filed with the
Securities and Exchange Commission in respect of said Common
Stock, to any and all amendments to any registration statement in
respect to said Common Stock and to any instruments or documents
filed as part of or in connection with said registration
statements or amendments to such documents; and each of the
undersigned hereby ratifies and confirms all that said attorneys
and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed,
or caused to be subscribed, these presents this 23rd day of
January, 1998.
Signature
Principal Executive Officer /s/ C. H. Poindexter
and Director ---------------------------------
C. H. Poindexter
Chairman of the Board and Director
Principal Financial and /s/ D. A. Brune
Accounting Officer ------------------------
D. A. Brune
Vice President
Exhibit 24
Page 2 of 2
Power of Attorney in
connection with the
registration of 1,000,000
shares of Baltimore Gas
and Electric Company
Common Stock (without par
value) to be offered
pursuant to the Baltimore
Gas and Electric Company
Manager Long-Term
Incentive Plan.
Directors
----------
/s/ H. Furlong Baldwin /s/ Freeman A. Hrabowski III
- ----------------------------- ------------------------------
/s/ Beverly B. Byron /s/ Nancy Lampton
- ----------------------------- ------------------------------
/s/ J. Owen Cole /s/ George V. McGowan
- ----------------------------- ------------------------------
/s/ Dan A. Colussy /s/ George L. Russell, Jr.
- ---------------------------- ------------------------------
/s/ Edward A. Crooke /s/ Michael D. Sullivan
- ---------------------------- ------------------------------
/s/ James R. Curtiss
- ---------------------------- ------------------------------
Dated: January 23, 1998
