Amended and Restated as of January 21, 2005¹

This Policy sets forth the general standards for all members of the Board of Directors, officers and employees of Constellation Energy Group, Inc. and its subsidiaries (collectively, the "Company") with respect to engaging in transactions in the Company's securities and securities of other companies. In addition, this Policy imposes additional compliance procedures upon members of the Board of Directors, and certain officers and other employees who have been notified by the Company's Trading Officer.

The Trading Officer will administer the Insider Trading Policy. The names and contact information of the current Trading Officer and certain other members of the Company's Legal Department are set forth in the Insider Trading Policy Quick Reference Guide. Any questions regarding this Policy should be directed to those individuals.

¹ This Policy supersedes any previous policy of the Company concerning insider trading. In the event of any conflict or inconsistency between this Policy and any other materials previously distributed by the Company, this Policy shall govern.

This Policy is applicable to all members of the Board of Directors, officers and employees of the Company.

No member of the Board of Directors, officer or other employee of the Company who is aware of Material Non-public Information regarding the Company may, directly or through a Related Person, (a) purchase or sell the Company's securities, (b) gift the Company's securities, (c) engage in any other action to take advantage of that information or (d) provide that information on to others outside the Company, including family and friends.

In addition, this Policy is applicable to all Material Non-public Information relating to any other company with publicly-traded securities obtained in the course of employment by or association with the Company.

If you are aware of Material Non-public Information, you must forego a transaction in the Company's securities or the securities of another company even though

• you planned the transaction before learning of the Material Non-public Information,
• you may lose money or a potential profit by not completing the transaction, or
• the transaction may be necessary or seem justifiable for independent reasons (including a need to raise money for a personal financial reason).

Remember that anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a result, before engaging in any transaction you should carefully consider how your transaction may be construed by enforcement authorities and others in hindsight.

Material Non-public Information

Material Non-public Information


Material Information


Information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of a security or where the information is likely to have a significant effect on the market price of the security. Either positive OR negative information may be material. Possible material information includes, but is not limited to:

1. Earnings information and quarterly results
2. Guidance on earnings estimates
3. Mergers, acquisitions, tender offers, joint ventures or changes in assets
4. New products, contracts with suppliers, or developments regarding customers or suppliers (e.g., the acquisition or loss of a contract)
5. Changes in auditor or auditor notification that a company may no longer rely on an audit report
6. Events regarding a company's securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to rights of securityholders, public or private sales of additional securities or information related to any additional funding)
7. Bankruptcies or receiverships
8. Regulatory approvals or changes in regulations
9. Significant exposure due to actual or threatened litigation
10. Changes in senior management

It can sometimes be difficult to know whether information would be considered material. When doubt exists, the information should be presumed to be material. If you are unsure whether information of which you are aware is material, you should consult with the Trading Officer.

Non-public Information


Non-public information, whether or not material, is information that has not been made available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to the public, such as to the wire services through a press release or through an SEC filing, and a sufficient period of time must have elapsed to allow the information to be fully disclosed to the general public. As a general rule, information shall not be considered fully disclosed to the general public until after the close of business on the second trading day (every day that the New York Stock Exchange is open for trading - generally, every day of the year other than Saturdays, Sundays and federal holidays) following the date of public disclosure of the information. For example, if an announcement is made before the commencement of trading on a Friday, you may transact in the Company's securities starting on Wednesday of that week following the elapse of two trading days (Monday and Tuesday).

Related Person


A Related Person includes your spouse, minor children and anyone else living in your household; partnerships in which you are a general partner; trusts of which you are a trustee; and estates of which you are an executor.

• Confidentiality. Unauthorized disclosure of Material Non-public Information could create serious problems for the Company, whether or not the information was disclosed for the purpose of conducting improper transactions in the Company's securities. You should not discuss Material Non-public Information with anyone outside the Company, including through the use of e-mail or the internet (including on-line bulletin boards and chat rooms), except as required in the performance of your regular job duties.


• Prohibited Transactions in the Company's Securities. While you are aware of Material Nonpublic Information, neither you nor any Related Person may transact in the Company's securities. This includes a prohibition on
  
  • placing a purchase or sell order or recommending that another person place a purchase or sell order in the Company's securities;
  • gifting the Company's securities;
  • stock option exercises; and
  • transactions under the Company's Savings Plans, Shareholder Investment Plan and deferred compensation plans, including elections to participate in a plan or allocate contributions to a plan's Company stock fund, changes in those contribution elections and intra-plan transfers into and out of Company stock funds.

  The only exceptions to the Policy are as follows:

  • Automatic payroll deductions, pursuant to a contribution election made when you were not aware of Material Non-public Information, to purchase Company common stock, and Company matching contributions under any of the Company's Savings Plans.
  • Award payouts by the Company to you under any equity-based compensation plans.
  • Automatic reinvestment of dividends, pursuant to an election made when you were not aware of Material Non-public Information, under the Shareholder Investment Plan.
  • Any purchase or sale of the Company's securities made pursuant to an agreement or plan that complies with SEC Rule 10b5-1; provided that (a) you were not aware of Material Non-public Information at the time you entered into or adopted the agreement or plan and (b) the agreement or plan has been approved in advance by the Trading Officer.
  • The exercise of stock options for cash (but not the sale of any shares received upon exercise).
  • The exercise of tax withholding rights pursuant to which you elect to have the Company withhold shares to satisfy tax withholding requirements.
  • Any transaction specifically approved in writing in advance by the Trading Officer.
  
  
• Black-Out Periods. The Trading Officer has the authority, when he or she deems it necessary or advisable because of developments known to the Company and not yet disclosed to the public or for other reasons, to prohibit members of the Board of Directors, officers and any other employees from transacting in Company securities (a "Black-Out Period"). The Trading Officer will notify you by email of such a prohibition, and the Black-Out Period shall continue for as long as the Trading Officer specifies. In the event of a Black-Out Period, affected persons may not engage in any transaction involving the purchase or sale of the Company's securities during the Black-Out Period and may not disclose to others the fact of their transaction suspension. If a black-out is imposed on you, you and your Related Persons may NOT execute transactions, even if the Trading Window (as described below) is then otherwise open for other employees.


• Speculative Transaction Prohibitions. You and your Related Persons may NOT, AT ANY TIME, transact in options, warrants, puts and calls or similar instruments on the Company's securities or sell short (selling a security not owned by you) securities of the Company.


• Transacting in Securities of Other Companies. Neither you nor any Related Person may place purchase or sell orders or recommend that another person place a purchase or sell order in the securities of another company if you become aware of Material Non-public Information about the other company in the course of your mployment by or affiliation with the Company until such Information becomes available to the general public.


• Tipping. You and your Related Persons are prohibited from disclosing (tipping) Material Non-public Information to any other person (including family members) where that Information may be used by that person for his or her profit by transacting in the securities of companies (including the Company) to which the Information relates. Also, you and your Related Persons may not make recommendations or express opinions concerning transactions in the Company's (or any other company's) securities on the basis of Material Non-public Information.

The Company expects strict compliance by all persons subject to the Policy, and appropriate judgment should be exercised in connection with any transactions in the Company's securities.

The penalties for insider trading, in addition to the negative impact on the Company's reputation and business success, can be quite severe. Insiders or their "tippees" may be subject to civil penalties of up to three times the profit gained or loss avoided, criminal fines of up to $5,000,000 and jail time of up to twenty years. Large penalties have been imposed on insiders who tipped information even when the insider did not profit financially from the transactions.

If you violate this Policy, you will also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company's equity based compensation plans or termination of employment.

Trading Window and Annual Certification

The following restrictions and requirements apply to:


• all members of the Board of Directors,
• Executive Officers (those officers who have been notified that they are subject to the provisions of Section 16 of the Securities Exchange Act of 1934—namely the reporting of beneficial ownership on Form 3's, 4's and 5's and prohibition on short swing profits), and
• certain employees of the Company who have been separately notified that these provisions apply to them. Annually, or when other significant events occur, these employees will be reviewed and individuals will be added or removed from coverage as necessary. You will be notified if there is any change in your status.
Trading Window

To assist you in complying with insider trading laws, the Company has created a trading window. As illustrated in Exhibit A, the trading window opens at the close of business on the second trading day following the date the financial results for a particular fiscal quarter or year are disclosed to the general public through a press release or SEC filing and ending on the fourteenth day of the third calendar month of that fiscal quarter (the "Trading Window").

All members of the Board of Directors and Executive Officers of the Company and each other employee identified by the Trading Officer may not transact in the Company's securities (including the exercise of stock options and transactions under the Company's Savings Plans, Shareholder Investment Plan and deferred compensation plans) other than during the Trading Window. The preferred period for transacting in the Company's securities, assuming the absence of Material Non-public Information at that time, is generally the first ten days of each Trading Window.

You will be notified quarterly when the Trading Window opens and closes. You should know, however, that even during the Trading Window, if you have knowledge of Material Nonpublic Information concerning the Company, you may not transact in the Company's securities until the close of business on the second trading day following the date such information has been disclosed to the general public. Transacting in the Company's securities during the Trading Window should not be considered a "safe harbor," and you should use good judgment at all times.

Annual Certification

To ensure compliance with this Policy, all members of the Board of Directors, Executive Officers and employees who have been so notified are required to execute and deliver an annual statement to the Company's Trading Officer, certifying that they have complied with this Policy at all times during the last year (or such lesser time as they have been covered under the Policy). The Trading Officer will notify you when such certification is due.

Pre-Clearance of Transactions and Post-Transaction Notification

The following standards apply only to:


• all members of the Board of Directors, and
• Executive Officers (those officers who have been notified that they are subject to the provisions of Section 16 of the Securities Exchange Act of 1934—namely the reporting of beneficial ownership on Form 3's, 4's and 5's and prohibition on short swing profits).
Pre-Clearance of Transactions

Members of the Board of Directors and Executive Officers may only transact in the Company's securities when the Trading Window is open (and assuming a Black-Out Period has not been imposed and they are not otherwise aware of Material Non-public Information), and then only with the prior approval of the Company's Trading Officer. The information that must be provided when requesting pre-clearance is attached as Exhibit B. Normally, the Trading Officer will approve, as consistent with this Policy, any transaction that complies with this Policy and applicable securities law and that occurs during an open Trading Window.

Post-Transaction Notification

Members of the Board of Directors and Executive Officers must report each transaction in securities of the Company to the Trading Officer within one business day of the trade date. A form for such notification is attached as Exhibit C.

For more information on the procedures relating to the pre-clearance of transactions and post-transaction notification, please refer to the previously distributed memoranda "Process for Transactions Involving Constellation Stock by Section 16 Insiders" dated January 3, 2005 and "Process for Transactions Involving Constellation Stock by Board Members" dated January 21, 2005.

The following calendar illustrates hypothetical trading days available under the Trading Window during the periods shown, assuming issuance of earnings releases on April 26 and July 26.

Information that must be provided to obtain pre-clearance of a transaction (if desired, this form may be filled out and submitted to the Trading Officer)

Trading Officer
Constellation Energy Group

As required under the Company's Insider Trading Policy, I am seeking pre-clearance of a transaction involving the Company's securities.

I certify that:

• I am not in possession of any Material Non-public Information concerning the securities,
• I have not violated any provision of the Insider Trading Policy, and
• I have fully and honestly disclosed all material information concerning this transaction.

The details of the proposed transaction are set forth below.

Type of transaction (acquisition/disposition): _______________________________________

Type of security (e.g. option, common stock): ______________________________________

Number of securities (estimate): __________________________

Acquisition or Disposition Price: $_______________________________(if known)

Any other material terms of the transaction: __________________________________

______________________________________________________________________

Signature: _________________________

Name: _____________________________________________________________________
                  (please print)

Title: __________________________________________________

Date: _____________________________

Post-Transaction Notification

Trading Officer
Constellation Energy Group

As required under the Company's Insider Trading Policy, I am notifying you of the completion of the following transactions involving Company securities:

Type of Transaction:__________________________

Type of Security:_____________________________

Number of Securities:_________________________

Trade Date:_________________________________

Acquisition or Disposition Price:$_________________

Any other material terms of the transaction: __________________________________

______________________________________________________________________

Signature: _________________________

Name: _____________________________________________________________________
(please print)

Title: __________________________________________________

Date: _____________________________

Amendment No. 1

Effective Date: November 15, 2006

The following is hereby added under the heading "Specific Policies Applicable to All Employees, Officers and members of the Board of Directors":

• Transacting in Securities of Constellation Energy Partners LLC ("CEP"). No member of the Board of Directors, officer or other employee of the Company may, directly or through a Related Person, (a) purchase or sell the securities of CEP, (b) transact in options, warrants, puts and calls or similar instruments on CEP's securities or (c) sell short (selling a security not owned by you) securities of CEP; provided that the prohibition set forth in clause (a) above shall not apply to a director, officer or employee of CEP who is not otherwise a director, officer or employee of Constellation Energy Group, Inc. or any of its other subsidiaries."