EXHIBIT 2(a)
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TERMINATION AGREEMENT
TERMINATION AGREEMENT by and among BALTIMORE GAS AND ELECTRIC COMPANY, a
corporation formed under the laws of the state of Maryland ("BGE"), POTOMAC
ELECTRIC POWER COMPANY, a corporation formed under the laws of the District of
Columbia and the Commonwealth of Virginia ("Pepco"), and CONSTELLATION ENERGY
CORPORATION (formerly RH Acquisition Corp.), a corporation formed under the laws
of the State of Maryland and the Commonwealth of Virginia, 50% of whose
outstanding capital stock is owned by BGE and 50% of whose outstanding capital
stock is owned by Pepco (the "Company," and together with BGE and Pepco, the
"Parties").
WHEREAS, the Parties are parties to that certain Agreement and Plan of
Merger, dated as of September 22, 1995 (the "Merger Agreement"); and
WHEREAS, the Parties have been authorized by their respective boards of
directors to terminate the Merger Agreement and the transactions contemplated
thereby.
NOW THEREFORE, in consideration of the mutual promises set forth herein,
the Parties agree as follows:
Pursuant to and in accordance with the provisions of Section 9.1(a) of the
Merger Agreement, the Merger Agreement and the transactions contemplated thereby
are terminated effective as of the date hereof and each of the Parties shall
take such action as is reasonably necessary to effect such termination,
including, but not limited to, withdrawing or otherwise concluding all pending
regulatory proceedings pertaining to the proposed transactions and dissolving
the Company.
This Termination Agreement shall be governed and construed in accordance
with the laws of the State of Maryland applicable to contracts executed in and
to be fully performed in such State, without giving effect to its conflicts of
laws, statutes, rules or principles.
This Termination Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
IN WITNESS WHEREOF BGE, Pepco and the Company have caused this agreement
to be executed by their respective officers thereunto duly authorized as of this
19th day of December, 1997.
BALTIMORE GAS AND ELECTRIC COMPANY
By: /s/X. X. Xxxxxxxxxx
Name: X. X. Xxxxxxxxxx
Title: Chairman and Chief Executive
Officer
POTOMAC ELECTRIC POWER COMPANY
By: /s/Xxxx X. Xxxxxxx, Xx.
Name: Xxxx X. Xxxxxxx, Xx.
Title: President and Chief Executive
Officer
CONSTELLATION ENERGY CORPORATION
By: /s/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice-President
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