Exhibit 10(e)


 


Constellation Energy Group, Inc.


Supplemental Pension Plan


 


Amended and Restated Effective


January 1, 2009


 

















 


Table of Contents


 


	
  1.

  	
  Purpose and Nature of
  the Plan

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Definitions

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Plan Administration

  	
  9

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Eligibility

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Supplemental Pension
  Benefits

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.

  	
  For Benefits Earned and
  Vested Prior to January 1, 2005

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.

  	
  For Benefits Earned and
  Vested On or After January 1, 2005

  	
  16

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Survivor Benefits

  	
  21

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Compliance with
  Section 409A of the Code

  	
  27

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  	
  28

  



 


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1.                                       Purpose and Nature of the
Plan.  Constellation Energy Group, Inc. (the “Company”)
established the Constellation Energy Group, Inc. Senior Executive
Supplemental Plan (“Plan”) and maintains the Plan as an unfunded retirement
plan for purposes of Title I of the Employee Retirement Income Security Act of
1974, notwithstanding the creation of the Rabbi Trust.  The purpose of the plan is to provide
enhanced retirement benefits for certain officers and key employees of the
Company and its subsidiaries in order to attract and retain talented executive
personnel.  Any funds which may be
invested and any assets which may be held to provide benefits under this Plan
shall continue for all purposes to be a part of the general funds and assets of
Constellation Energy Group and no person other than Constellation Energy Group
shall by virtue of the provisions of this Plan have any interest in such funds
and assets.  To the extent that any
person acquires a right to receive payments from Constellation Energy Group
under this Plan, such rights shall be no greater than the right of any
unsecured general creditor of Constellation Energy Group.


 


The Plan is divided into
sections that separately address benefits earned and vested on or after January 1,
2005, which are subject to Internal Revenue Code section 409A, and benefits
earned and vested before January 1, 2005, which are “grandfathered” under
Internal Revenue Code section 409A.


 


 


2.                                       Definitions. 
All words beginning with an initial capital letter and not otherwise
defined herein shall have the meaning set forth in the Pension Plan.   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:


 


“Annual Base Salary”
means an amount determined by adding the bi-weekly base rate of pay amounts
(i.e., the types of such pay that are includable in the computation of Pension
Plan benefits)earned over the twelve calendar months immediately preceding the
month that includes the date of the computation.


 


“Average Incentive Award”
(or “Average Award”) means generally the product of the percentage equal to an
average of the two highest of the participant’s five immediately prior year
award percentages earned under Constellation Energy Group’s Executive Annual
Incentive Plan, 


 


3

















 


Constellation Energy
Group’s Senior Management Annual Incentive Plan and/or other Incentive Awards
Program multiplied by the participant’s annualized base rate of pay amount
(i.e., the types of such pay that are includable in the computation of Pension
Plan benefits) in effect at the end of the prior year.


 


“Benefit Start Date”
means the date as of which the participant’s benefits, if any, under this Plan
commence.


 


“Cause” means the
participant’s (a) failure to comply with Constellation Energy Group
policy, (b) deliberate and continual refusal to satisfactorily perform
employment duties on substantially a full-time basis, (c) deliberate and
continual refusal to act in accordance with any specific instructions of a
majority of Constellation Energy Group’s Board of Directors, (d) disclosure,
without the consent of a majority of Constellation Energy Group’s Board of
Directors, of confidential information or trade secrets concerning
Constellation Energy Group which could be materially damaging to Constellation
Energy Group, or (e) deliberate misconduct which could be materially
damaging to Constellation Energy Group without reasonable good faith belief by
the participant that such conduct was in the best interest of Constellation
Energy Group.


 


“Change in Control”
means  the occurrence of any one of the
following events:


 


(i)                                     individuals who, on January 24,
2003, constitute the Board of Directors of Constellation Energy Group (the “Incumbent Directors”) cease for any
reason to constitute at least a majority of the Board of Directors of
Constellation Energy Group (the “Board”),
provided that any person becoming a director subsequent to January 24,
2003, whose election or nomination for election was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the proxy statement of Constellation Energy
Group (the “Company”) in which such person
is named as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company
as a result of an actual or threatened election contest with respect to
directors or as a result 


 


4

















 


of any other
actual or threatened solicitation of proxies by or on behalf of any person
other than the Board shall be deemed to be an Incumbent Director;


 


(ii)                                  any “person” (as such term is defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as used in Sections 13(d)(3) and 14(d)(2) of
the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company’s then
outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided,
however, that the event described in this paragraph (ii) shall not
be deemed to be a Change in Control by virtue of any of the following
acquisitions:  (A) by the Company or
any corporation with respect to which the Company owns a majority of the
outstanding shares of common stock or has the power to vote or direct the
voting of sufficient securities to elect a majority of the directors (a “Subsidiary Company”), (B) by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary Company, (C) by any underwriter temporarily
holding securities pursuant to an offering of such securities, (D) pursuant
to a Non-Qualifying Transaction (as defined in paragraph (iii)), or (E) pursuant
to any acquisition by Plan participant or any group of persons including Plan
participant (or any entity controlled by Plan participant or any group of
persons including Plan participant);


 


(iii)                               consummation of a merger, consolidation, statutory
share exchange or similar form of corporate transaction involving the Company
or any of its Subsidiary Companies (a “Business Combination”),
unless immediately following such Business Combination:  (A) more than 60% of the total voting
power of (x) the corporation resulting from such Business Combination (the
“Surviving Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has 


 


5

















 


beneficial
ownership of at least 95% of the voting securities eligible to elect directors
of the Surviving Corporation (the “Parent Corporation”),
is represented by Company Voting Securities that were outstanding immediately
prior to such Business Combination (or, if applicable, is represented by shares
into which such Company Voting Securities were converted pursuant to such
Business Combination), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the Business
Combination, (B) no person (other than any employee benefit plan (or
related trust) sponsored or maintained by the Surviving Corporation or the
Parent Corporation), is or becomes the beneficial owner, directly or
indirectly, of 20% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there
is no Parent Corporation, the Surviving Corporation) and (C) at least a
majority of the members of the board of directors of the Parent Corporation
(or, if there is no Parent Corporation, the Surviving Corporation) following
the consummation of the Business Combination were Incumbent Directors at the
time of the Board’s approval of the execution of the initial agreement
providing for such Business Combination (any Business Combination which
satisfies all of the criteria specified in (A), (B), and (C) above shall
be deemed to be a “Non-Qualifying Transaction”);
or


 


(iv)                              the stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company, or the consummation
of a sale of all or substantially all of the Company’s assets.


 


Notwithstanding
the foregoing, a Change in Control of the Company shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 20% of the
Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities
outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding 


 


6

















 


Company Voting
Securities beneficially owned by such person, a Change in Control of the
Company shall then occur.


 


“Committee” means the
Compensation Committee of the Board of Directors of Constellation Energy Group.


 


“Constellation Energy
Group” means Constellation Energy Group, Inc., a Maryland corporation, or
its successor.


 


“Constellation Energy
Group’s Executive Annual Incentive Plan” means such plan or other incentive
plan or arrangement designated in writing by the Plan Administrator.


 


“Constellation Energy
Group’s Senior Management Annual Incentive Plan” means such plan or other
incentive plan or arrangement designated in writing by the Plan Administrator.


 


“Demotion” means a
transfer to a position with Constellation Energy Group or a subsidiary of
Constellation Energy Group that either (a) is substantially below the
position in which the participant was employed on the date of transfer, or (b) results
in a substantial reduction in pay when compared to the participant’s pay on the
date of the transfer.  Whether a position
is a substantially below another position shall be determined in the reasonable
discretion of the Committee, with reference to factors including whether the
participant retains principal responsibility for a department or division, and
whether the participant remains eligible for the perquisites enjoyed by the
participant before the position change.


 


“Early Receipt Reduction
Factor” means 100% less .25% for each month that the participant is less than
age 62 on the participant’s Benefit Start Date.


 


“Interest Rate” means the
rate equal to the average monthly 30-year Treasury bond rate for the second
calendar quarter preceding the computation date, less 50 basis points.


 


“Internal Revenue Code Limitations” means the
limitations under Sections 415 and/or 401(a)(17) of the Internal Revenue Code.


 


“Key Employee” means an
employee listed each year by Constellation Energy Group on the Key Employee
list as required by Treasury Regulation 1.409A-1(i), which shall generally be
comprised of officers, and shall include but


 


7

















 


not be limited to: the 50
most highly paid officers having annual compensation greater than $130,000 (as
adjusted from time to time); 5% owners; and 1% owners that have annual
compensation from Constellation Energy Group greater than $150,000 (as adjusted
from time to time). Key Employees shall be identified as of December 31 of
each year, and the List shall take effect on April 1 of the year
following.


 


“LTD Plan” means the
Constellation Energy Group, Inc. Disability Insurance Plan as may be
amended from time to time, or any successor plan.


 


“Mortality Table” means
the mortality table used to convert annuities to lump sums in the Pension Plan.


 


“Nonqualified Deferred Compensation
Plan” means the Constellation Energy Group, Inc. Nonqualified Deferred
Compensation Plan.


 


“Other Incentive Awards
Program” means the program(s) designated in writing by the Plan
Administrator applicable to certain employees that provides awards; but
includes only the types of awards that are includable in the computation of
Pension Plan benefits.


 


“Pension Plan” means the
Pension Plan of Constellation Energy Group, Inc. as may be amended from
time to time, or any successor plan.


 


“Plan” means this
Constellation Energy Group, Inc. Supplemental Pension Plan.


 


“Plan Administrator”
means, as set forth in Section 3, the Committee and its designees.


 


“Rabbi Trust” means the
trust adopted by Constellation Energy Group pursuant to the Grantor Trust Agreement
Dated as of November 3, 2008, by and between Constellation Energy Group
and JPMorgan Chase Bank, N.A.


 


“Severance from Service
Date” means: (i) for benefit amounts earned and vested prior to January 1,
2005, the same as set forth in the Pension Plan; (ii) for benefit amounts
earned and vested on or after January 1, 2005, the date that the employee
dies, retires, or otherwise has a termination of employment such that it is
reasonably anticipated that the employee will perform no additional services,
or the level of bona fide services performed would permanently decrease


 


8

















 


to no more than 20
percent of the average level of bona fide services performed in the immediately
preceding 36-month period.


 


“Survivor Annuity
Percentage” means 50%, unless the participant elects in the timing and manner
established by the Plan Administrator, a higher percentage (in multiples of 5%
to a total percentage not to exceed 100%).


 


“Termination From
Employment With Constellation Energy Group” means a participant’s separation
from service with Constellation Energy Group or a subsidiary of Constellation
Energy Group; however, a participant’s retirement, disability, or transfer of
employment to or from a subsidiary of Constellation Energy Group shall not
constitute a Termination From Employment With Constellation Energy Group.


 


3.                                       Plan Administration. 
The Committee is the Plan Administrator and has sole authority (except
as specified otherwise herein) to interpret the Plan and, in general, to make
all other determinations advisable for the administration of the Plan to
achieve its stated objective.  Appeals of
written decisions by the Plan Administrator may be made to the Board of
Directors of Constellation Energy Group. 
Decisions by the Board shall be final and not subject to further
appeal.  The Plan Administrator shall
have the power to delegate all or any part of its duties to one or more
designees, and to withdraw such authority, by written designation.


 


4.                                       Eligibility. 
The officers or key employees of Constellation Energy Group or its
subsidiaries designated in Appendix A are participants under the Plan.  Participation shall continue until such
designation is withdrawn at the discretion and by written order of the Plan
Administrator, provided, however, that such withdrawal may not be made for
benefits provided pursuant to Sections 5, 6, and 7 with respect to a
participant who has satisfied the eligibility requirements to retire (as set
forth in Section 5(a)). 
Notwithstanding the foregoing, any participant while classified as
disabled under the LTD Plan shall continue to participate in this Plan while
classified as disabled and, for purposes of the supplemental pension benefit
provided by this Plan, while classified as disabled, shall be deemed to
continue to accrue Credited Service until no later than his/her Normal
Retirement Date.


 


9














 


A participant shall be
eligible for supplemental pension benefits and supplemental survivor annuity
benefits under this Plan only if the participant’s supplemental pension
benefits under this Plan are greater than the supplemental pension benefits
computed under the Senior Executive Supplemental Plan based on the participant’s
age, service, and eligible compensation on the date as of which benefits become
payable.


 


5.                                       Supplemental Pension
Benefit.


 


(a)                                  Commencement of benefits. A participant shall be eligible to
retire under this Plan on or after the participant’s Normal Retirement Date, or
on the first day of any month preceding his/her Normal Retirement Date, if on
his/her Severance From Service Date and while a participant he/she has attained
(1) age 55 and has accumulated at least 10 years of Credited Service; or (2) age
60 and has accumulated at least one year of Credited Service.


 


(b)                                 Computation of retirement
benefits.  A participant who is eligible to retire under
this Plan will be entitled to supplemental pension retirement benefits under
this Plan, which will be calculated as set forth below on the participant’s
Benefit Start Date:


 


(i)                                     add the Annual Base Salary and the
Average Incentive Award,


 


(ii)                                  divide the sum by 26,


 


(iii)                               multiply
this dollar amount by the appropriate percentage, determined as follows:  Chairman of the Board of Constellation Energy
Group - 60%; all other participants (by completed years of Credited Service) 1
through 9 - 3% per year; 10 through 19 - 40%; 20 through 24 - 45%; 25 through
29 - 50%; and 30 or more - 55%,


 


(iv)                              multiply this dollar amount by the Early
Receipt Reduction Factor; provided, however, if the participant is age 62 or
older, such factor shall be one (1),


 


(v)                                 subtract from this dollar amount the
charges relating to coverage for a preretirement survivor


 


10

















 


annuity in excess of 50%,
and for a post-retirement survivor annuity in excess of 50%, and


 


(vi)                              subtract from the remainder the net
amount payable to the participant under the Pension Plan  on
the participant’s Benefit Start Date, assuming a 50% spousal joint and survivor
annuity for a married participant(if the participant is not eligible to
commence bi-weekly Pension Plan payments on the participant’s Benefit Start
Date, the participant’s benefit will be unreduced for Pension Plan payments
until the date the participant is first eligible to commence bi-weekly Pension
Plan payments), or, if the participant elects a
lump sum under the PEP provisions of the Pension Plan, the bi-weekly amount
that would have been payable under the Pension Plan as a life annuity for a
single participant or as a 50% spousal joint and survivor annuity for a married
participant, as of the Benefit Start Date under this Plan.


 


6.                                      For Benefits Earned and
Vested Prior to January 1, 2005.


 


(a)                                  Form of payout of
retirement benefits.  Each participant entitled to
supplemental pension retirement benefits will receive his/her supplemental
pension retirement benefits payout in the form of a bi-weekly payment, unless
the participant makes a valid election to receive his/her supplemental pension
retirement benefits payout in the form of a lump sum.


 


A participant may elect
to receive his/her supplemental pension retirement benefits payout in the form
of a lump sum by submitting to the Plan Administrator a signed Lump Sum
Election Form.  The Form must be
received by the Plan Administrator before the beginning of the calendar year
during which the participant’s Severance From Service Date occurs.  The election to receive a payout in the form
of a lump sum may be revoked at any time before the beginning of the calendar
year during which the participant’s Severance From Service Date occurs, by
submitting to the Plan Administrator a signed Lump Sum Revocation Form.


 


(b)                                 Amount, timing, and source
of bi-weekly retirement benefit payout.  A participant
entitled to bi-weekly


 


11

















 


supplemental pension
retirement benefits will receive bi-weekly payments equal to the amount
determined under Section 5(b).  Such
payments shall commence effective with the first of the month following the
participant’s Severance From Service Date. 
If such participant receives (or would have received but for the
Internal Revenue Code Limitations) cost of living adjustment(s) under the
Pension Plan, the bi-weekly payments hereunder will be automatically increased
based on the percentage of, and at the same time as, such adjustment(s).  Bi-weekly payments hereunder shall
permanently cease upon the death of the participant, effective with the
bi-weekly payment for the month following the month of the participant’s
death.  Bi-weekly payments hereunder
shall be made in accordance with the provisions of the Rabbi Trust and, to the
extent not paid under the terms of the Rabbi Trust, from general corporate
assets.


 


(c)                                  Amount, timing, and source
of lump sum retirement benefit payout.  A participant
entitled to a lump sum supplemental pension retirement benefit will receive a
lump sum payment.  This lump sum payment
will be calculated by a certified actuary and will be equal to the present
value of an immediate annuity including the estimated present value of
post-retirement supplemental survivor annuity benefits described in Section 8,
and reflecting the present value of any deferred Pension Plan payments using (1) the
supplemental pension retirement benefit amount calculated under Section 5(b),
which is expressed as a bi-weekly amount, (2) the Interest Rate computed
on the participant’s Benefit Start Date, and (3) the Mortality Table.  Such lump sum payment shall be made within 60
days after the participant’s Severance From Service Date, and shall either be
paid to the participant.  The lump sum
payment shall be made in accordance with the provisions of the Rabbi Trust and,
to the extent not paid under the terms of the Rabbi Trust, from general
corporate assets.  A participant who
receives a lump sum payment shall not be entitled to any cost of living or other
pension payment adjustments or to post-retirement survivor annuity coverage
under the Plan.


 


12

















 


(d)                                                                                 Entitlement to benefit
upon happening of certain events.


 


(i)                                     Computation of gross accrued benefit. 
The computation of the gross accrued supplemental pension benefit for a
participant as of the date of the computation will be made as follows:


 


(1)               add the Annual Base Salary and the Average Incentive
Award,


 


(2)               divide the sum by 26, and


 


(3)               multiply this dollar amount by the appropriate percentage,
determined as follows:  Chairman of the
Board of Constellation Energy Group - 60%; all other participants (by completed
years of Credited Service as of the date of the computation) 1 through 9 - 3%
per year; 10 through 19 - 40%; 20 through 24 - 45%; 25 through 29 - 50%; and 30
or more - 55%.


 


(ii)                                  Computation of net accrued benefit. 
The computation of the net accrued supplemental pension benefit for a
participant as of the date of the computation will be made by subtracting from
the gross accrued benefit determined under Section 6(d)(i) the amount
of the participant’s Gross Pension under the Pension Plan determined as of the
date of the computation and assuming that bi-weekly payments of such Gross
Pension begin on the first of the month after the later of reaching age 62 or
the date of the computation.  If the
participant is not eligible for payment of a Gross Pension under the Pension
Plan, the participant’s Accrued Gross Pension determined as of the date of the
computation shall be substituted for the Gross Pension described above, with
the appropriate reduction for early receipt applied as if the participant were
eligible to begin payment of his Accrued Gross Pension on the first of the
month after the later of reaching age 62 or the date of the computation.


 


(iii)                               Satisfaction of requirements. 
A participant who has satisfied the age and Credited Service
requirements set forth in Section 5(a) while 


 


13

















 


eligible as set forth in Section 4,
but who the Committee determines does not retire under the Plan due to
Demotion, Termination From Employment With Constellation Energy Group, or the
withdrawal of a participant’s eligibility to participate under Section 5,  shall be entitled to his/her net accrued supplemental
pension  benefit.  The effective date of the Demotion,
Termination From Employment With Constellation Energy Group, or eligibility
withdrawal event shall be the date of such Demotion, Termination From
Employment With Constellation Energy Group, or eligibility withdrawal.


 


(iv)                              Other events. 
A participant, regardless of his/her age and years of Credited Service,
shall be entitled to his/her net accrued supplemental pension benefit upon the
happening of any of the following entitlement events, but only if such
entitlement event occurs while a participant and before a participant retires
under this Plan:


 


(1)               Change in Control.  A Change in
Control, followed within two years by the participant’s Demotion, a participant’s
Termination From Employment With Constellation Energy Group, or the withdrawal
of the participant’s eligibility to participate under the Plan, is an
entitlement event.  A participant’s
Termination From Employment is also an entitlement event if it is reasonably
demonstrated that such Termination From Employment (a) was at the request
of a third party who has taken steps reasonably calculated to effect a Change
in Control or (b) otherwise arose in connection with or anticipation of a
Change in Control.  The effective date of
the entitlement event shall be the date of the Demotion, Termination From
Employment With Constellation Energy Group, or eligibility withdrawal.


 


(2)               Plan amendment.  A Plan
amendment that has the effect of reducing a participant’s gross accrued
supplemental pension benefit is an entitlement event.  In determining whether such a reduction has
occurred, the


 


14

















 


participant’s gross
accrued supplemental pension benefit calculated on the day immediately
preceding the effective date of the amendment shall be compared to the
participant’s gross accrued supplemental pension benefit calculated on the
effective date of the amendment.  An
amendment that has the effect of reducing future benefit accruals is not an
entitlement event.  It is intended that
an entitlement event under this Section 6(d)(iv)(2) will occur only
with respect to those amendments that are substantially similar to amendments
that are prohibited by Internal Revenue Code section 411(d)(6) with
respect to qualified pension plans.  The
effective date of the entitlement event shall be the effective date of the Plan
amendment.


 


(3)               Involuntary Demotion, Termination From Employment With
Constellation Energy Group, or eligibility withdrawal without Cause. 
A participant’s involuntary Demotion or involuntary Termination From
Employment With Constellation Energy Group without Cause, or the withdrawal of
a participant’s eligibility to participate in the Plan without Cause, is an
entitlement event.  The effective date of
the entitlement event shall be the effective date of the participant’s
involuntary Demotion or involuntary Termination From Employment With
Constellation Energy Group without Cause, or the eligibility withdrawal without
Cause.


 


(v)                                 Form of benefit payout. Each participant entitled to a payout
under this Section 6(d) will receive such payout in the form of a
lump sum payment.


 


(vi)                              Amount, timing, and source of benefit
payout.  A participant entitled to a payout of his/her
net accrued benefit, as a result of the occurrence of an event described in
Sections 6(d)(iii) or (iv) will be entitled to a lump sum
benefit.  This lump sum benefit will be
calculated by a certified actuary as the present value, determined as of the
date of payment, of an annuity beginning at age 62  (or the participant’s actual age, if the


 


15

















 


participant is older than
age 62 on the date the lump sum benefit is payable), including the estimated
present value of post-retirement survivor annuity benefits described in Section 8,
using (1) the net accrued benefit amount calculated under Section 6(d)(ii) on
the effective date of the entitlement event, which is expressed as a bi-weekly
amount, (2) the Interest Rate computed on the date the lump sum benefit is
payable, and (3) the Mortality Table. 
The lump sum benefit shall be payable as of the participant’s Severance
From service Date, and shall be made within 60 days after such date in
accordance with the provisions of the Rabbi Trust and, to the extent not paid
under the terms of the Rabbi Trust, from general corporate assets.  A participant who receives a lump sum benefit
under this Section 6(d)(vi) shall not be entitled to any cost of
living or other pension payment adjustments or to preretirement or
post-retirement survivor annuity coverage.


 


7.                                       For Benefits Earned and
Vested On or After January 1, 2005


 


(a)                                  Form of payout of
retirement benefits.


 


(i)                               Generally. Each participant entitled to supplemental pension
retirement benefits will receive his/her supplemental pension retirement
benefits payout in the form of a bi-weekly payment, unless the participant
makes a valid election to receive his/her supplemental pension retirement
benefits payout in the form of a lump sum.


 


(ii)                                  Initial election of form of payment. 
A participant may make an initial election to receive his or her payout
in the form of a lump sum in the form and manner established by the Plan
Administrator from time to time, but such initial election shall be made no
later than 30 days after the first day of the participant’s taxable year
immediately following the first year the participant accrues a benefit under
the Plan.


 


(iii)                               Subsequent elections of form of payment. 
The election to receive a payout in the form of a lump sum may be
revoked at any time in the form and 


 


16

















 


manner established by the
Plan Administrator from time to time, but such revocation shall not take effect
until 12 months after the date the revocation is received by the Plan
Administrator, and will delay the benefit commencement date five years from the
date such payment would otherwise have been paid.


 


(b)                                 Amount, timing, and source
of participant benefit payout.


 


(i)                                     Bi-weekly retirement benefit payout. 
A participant entitled to bi-weekly supplemental pension retirement
benefits will receive bi-weekly payments equal to the amount determined under Section 5(b).  Such payments shall commence effective with
the first of the month following the Participant’s Severance From Service
Date.  If such participant receives (or
would have received but for the Internal Revenue Code Limitations) cost of
living adjustment(s) under the Pension Plan, the bi-weekly payments
hereunder will be automatically increased based on the percentage of, and at
the same time as, such adjustment(s). 
Bi-weekly payments hereunder shall permanently cease upon the death of
the participant, effective with the bi-weekly payment for the period following
the month of the participant’s death. 
Bi-weekly payments hereunder shall be made in accordance with the
provisions of the Rabbi Trust and, to the extent not paid under the terms of
the Rabbi Trust, from general corporate assets.


 


(ii)                                  Lump sum retirement benefit payout. 
A participant entitled to a lump sum supplemental pension retirement
benefit will receive a lump sum payment. 
This lump sum payment will be calculated by a certified actuary and will
be equal to the present value of an immediate annuity including the estimated
present value of post-retirement supplemental survivor annuity benefits
described in Section 8, and reflecting the present value of any deferred
Pension Plan payments using (1) the supplemental pension retirement
benefit amount calculated under Section 5(b), which is expressed as a
bi-weekly amount, (2) the Interest Rate computed on the participant’s
Benefit Start Date, 


 


17

















 


and (3) the
Mortality Table.  Such lump sum payment
shall be made within 60 days after the participant’s Severance From Service
Date, and shall be paid to the participant. 
The lump sum payment shall be made in accordance with the provisions of
the Rabbi Trust and, to the extent not paid under the terms of the Rabbi Trust,
from general corporate assets.  A
participant who receives a lump sum payment shall not be entitled to any cost
of living or other pension payment adjustments or to post-retirement survivor
annuity coverage under the Plan.


 


(iii)                               Six-month delay for Key Employees. Notwithstanding the foregoing, a participant
who is also a Key Employee shall receive no benefit payments of amounts earned
and vested on or after January 1, 2005, before the date that is six months
after the participant’s Severance From Service Date, where the benefit payment
is as a result of Termination from Employment with Constellation Energy Group.


 


(c)                                  Entitlement to benefit
upon happening of certain events.


 


(i)                                     Computation of gross accrued benefit. 
The computation of the gross accrued supplemental pension benefit for a
participant as of the date of the computation will be made as follows:


 


(1)                                  add the Annual Base Salary and the
Average Incentive Award,


 


(2)                                  divide the sum by 26, and


 


(3)                                  multiply this dollar amount by the
appropriate percentage, determined as follows: 
Chairman of the Board of Constellation Energy Group - 60%; all other
participants (by completed years of Credited Service as of the date of the
computation) 1 through 9 - 3% per year; 10 through 19 - 40%; 20 through 24 -
45%; 25 through 29 - 50%; and 30 or more - 55%.


 


(ii)                                  Computation of net accrued benefit. 
The computation of the net accrued supplemental pension benefit for a
participant as of the date 


 


18

















 


of the computation
will be made by subtracting from the gross accrued benefit determined under Section 7(c)(i) the
amount of the participant’s Gross Pension under the Pension Plan determined as
of the date of the computation and assuming that bi-weekly payments of such
Gross Pension begin on the first of the month after the later of reaching age
62 or the date of the computation.  If
the participant is not eligible for payment of a Gross Pension under the
Pension Plan, the participant’s Accrued Gross Pension determined as of the date
of the computation shall be substituted for the Gross Pension described above,
with the appropriate reduction for early receipt applied as if the participant
were eligible to begin payment of his Accrued Gross Pension on the first of the
month after the later of reaching age 62 or the date of the computation.


 


(iii)                               Satisfaction of requirements. 
A participant who has satisfied the age and Credited Service
requirements set forth in Section 5(a) while eligible as set forth in
Section 4, but who the Committee determines does not retire under the Plan
due to Demotion, Termination From Employment With Constellation Energy Group,
or the withdrawal of a participant’s eligibility to participate under Section 5,  shall be entitled to his/her net accrued
supplemental pension  benefit.  The effective date of the Demotion,
Termination From Employment With Constellation Energy Group, or eligibility
withdrawal event shall be the date of such Demotion, Termination From
Employment With Constellation Energy Group, or eligibility withdrawal.


 


(iv)                              Other events. 
A participant, regardless of his/her age and years of Credited Service,
shall be entitled to his/her net accrued supplemental pension benefit upon the
happening of any of the following entitlement events, but only if such
entitlement event occurs while a participant and before a participant retires
under this Plan:


 


(1)                                  Change in Control. 
A Change in Control, followed within two years by the participant’s
Demotion, a participant’s Termination From Employment With


 


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Constellation Energy
Group, or the withdrawal of the participant’s eligibility to participate under
the Plan, is an entitlement event.  A
participant’s Termination From Employment is also an entitlement event if it is
reasonably demonstrated that such Termination From Employment (a) was at
the request of a third party who has taken steps reasonably calculated to
effect a Change in Control or (b) otherwise arose in connection with or
anticipation of a Change in Control.  The
effective date of the entitlement event shall be the date of the Demotion,
Termination From Employment With Constellation Energy Group, or eligibility
withdrawal.


 


(2)                                  Plan amendment. 
A Plan amendment that has the effect of reducing a participant’s gross
accrued supplemental pension benefit is an entitlement event.  In determining whether such a reduction has
occurred, the participant’s gross accrued supplemental pension benefit
calculated on the day immediately preceding the effective date of the amendment
shall be compared to the participant’s gross accrued supplemental pension
benefit calculated on the effective date of the amendment.  An amendment that has the effect of reducing
future benefit accruals is not an entitlement event.  It is intended that an entitlement event
under this Section 7(c)(iv)(2) will occur only with respect to those
amendments that are substantially similar to amendments that are prohibited by
Internal Revenue Code section 411(d)(6) with respect to qualified pension
plans.  The effective date of the
entitlement event shall be the effective date of the Plan amendment.


 


20














 


(3)                                  Involuntary Demotion, Termination From
Employment With Constellation Energy Group, or eligibility withdrawal without
Cause.  A participant’s involuntary Demotion or
involuntary Termination From Employment With Constellation Energy Group without
Cause, or the withdrawal of a participant’s eligibility to participate in the
Plan without Cause, is an entitlement event. 
The effective date of the entitlement event shall be the effective date
of the participant’s involuntary Demotion or involuntary Termination From
Employment With Constellation Energy Group without Cause, or the eligibility
withdrawal without Cause.


 


(v)                                 Form of benefit payout. Each participant entitled to a payout
under this Section 7(c) will receive such payout in the form elected
pursuant to Section 7(a).


 


(vi)                              Amount, timing, and source of benefit
payout.  The benefit payout under this Section 7(c) shall
be payable as of the participant’s Severance From Service Date, and shall be
paid in accordance with Sections 7(b)(i),(ii) and (iii), as applicable.


 


8.                                       Survivor Benefits.


 


(a)                                  Eligibility for survivor
benefits.  Following the death of a participant who is
fully vested under the Pension Plan, a survivor benefit may be paid to the
participant’s surviving spouse. For purposes of this Section 8(a), a
participant’s surviving spouse is the individual married to the participant on
the date of the participant’s death.  If
there is no surviving spouse, no survivor benefits will be payable.


 


(b)                                 Form of payout of
survivor benefits.


 


(i)                                     For participants entitled to a lump sum
benefit payment:  All survivor benefits for participants
entitled to a lump sum benefit payment shall be paid in the form of a lump sum
payment.


 


(ii)                                  For participants entitled to a bi-weekly
annuity benefit payment:  A supplemental survivor
annuity may be paid to the participant’s surviving spouse


 


21

















 


until the death of that
spouse, using the Survivor Annuity Percentage. The survivor annuity benefit
will be 50%, unless the participant elects, in the form and manner established
by the Plan Administrator from time to time, another percentage in 5%
increments up to 100%. The participant will not bear the cost of up to a 50%
survivor annuity benefit, but will bear the cost of a survivor annuity benefit
in excess of 50%.


 


(1)                                  For benefits earned and vested prior to January 1,
2005: Unless the
participant made a valid election to have the survivor benefits paid in a lump
sum, by December 31 of the year prior to his/her death or during the 2001
initial election period established by the Plan Administrator, each surviving
spouse entitled to a supplemental survivor annuity benefit will receive his/her
survivor annuity benefit payout in the form of a bi-weekly payment.


 


(2)                                  For benefits earned and vested on or
after January 1, 2005:


 


(a)                                  Initial election: A participant may make an initial
election of lump sum survivor benefits in the form and manner established by
the Plan Administrator from time to time, but such initial election shall be made
no later than 30 days after the first day of the participant’s taxable year
immediately following the first year the participant accrues a benefit under
the Plan.


 


(b)                                 Subsequent elections: The election of lump sum survivor
benefits may be revoked at any time in the form and manner established by the
Plan Administrator from time to time, but such revocation shall not take effect
until 12 months after the date the revocation is received by the Plan
Administrator, and will delay the benefit commencement date five years from the
date such payment would otherwise have been paid.


 


22

















 


(c)                                  Pre-retirement survivor
benefits: Amount, timing, and source of benefit payout. 
If the participant dies prior to his Severance from Service Date, the
participant’s surviving spouse shall be entitled to either a lump sum or
bi-weekly annuity benefit, as set forth below.


 


(i)                                     Death of a participant entitled to a lump
sum benefit payout.  In the event of the death of a participant
who elected a lump sum supplemental pension benefit, the participant’s
surviving spouse will receive a lump sum payment.  The lump sum payment shall be the same amount
and made at the same time and from the same sources as set forth in Section 6(c) or
(7)(b)(ii), as applicable. Such lump sum payment shall be made within 60 days
after the participant’s death.


 


Notwithstanding the
foregoing, in the event of the death of a participant after the occurrence of
an event described in Sections 6(d)(iii) or (iv) or 7(c)(iii) or
(iv) and before the participant receives the lump sum payment under
Sections 6(d)(vi) or 7(c)(vi), a lump sum payment shall be made to the
participant’s surviving spouse (as defined in Section 8(a)).  If the participant’s date of death is before
his/her Severance From Service Date, the lump sum payment shall be calculated
by a certified actuary and will be equal to 50% of the lump sum that would have
been paid to the participant under Sections 6(d)(vi) or 7(c)(vi).  The lump sum benefit shall be payable as of
the earlier of the participant’s Severance From Service Date or date of death,
and shall be made within 60 days after such date.


 


Any lump sum paid under
this Section shall be paid in accordance with the provisions of the Rabbi
Trust and, to the extent not paid under the terms of the Rabbi Trust, from
general corporate assets.


 


If there is no surviving
spouse at the date of the participant’s death, no payments shall be made.    In the event of the death of a surviving
spouse before the spouse receives the lump sum payment under this paragraph, no
payment shall be made. A surviving spouse who receives a lump sum benefit


 


23

















 


shall not be entitled to
any cost of living or other pension payment adjustments or to pre-retirement or
post-retirement survivor annuity coverage under the Plan.


 


(ii)                                  Death of a participant entitled to a
bi-weekly retirement benefit payout.


 


(1)                                  If the participant elected a lump sum
survivor benefit, the benefit shall be paid as set forth in 8(c)(i) above.


 


(2)                                  If the participant elected a bi-weekly
annuity survivor benefit payment, the benefit shall be paid as set forth below.


 


(a)                                  Computation of the benefit: Unless the
participant elected the alternative in-service death benefit in paragraph (b) below:


 


(i)        begin with the  bi-weekly Early Retirement pension benefit
(under both the Pension Plan and Section 5(b) of this Plan) to which
the participant would have been entitled if the participant had been retired at
the later of age 60 or his/her actual age on the date of death for purposes of
computing the Early Receipt Reduction Factor,


 


(ii)       multiply this dollar amount by the
Survivor Annuity Percentage,


 


(iii)                 subtract from the product the net amount,
if any, of the survivor annuity provided on behalf of the participant under the
Pension Plan if the participant is participating in the Traditional Pension
Plan, or the bi-weekly annuity that would have been provided to the participant’s
spouse assuming that he or she had been designated as the participant’s
beneficiary and had chosen to receive a survivor benefit in the form of a
bi-weekly 


 


24

















 


annuity, if the
participant is participating in the PEP, and


 


(iv)                subtract from this dollar amount the
charges relating to coverage (under both the Pension Plan and this Plan) for a
pre-retirement survivor annuity in excess of 50%.


 


(b)                                 If the participant was a participant in
the Pension Equity Plan option of the Pension Plan and elected this alternative
in-service death benefit by December 31 of the year prior to his/her death
or during the 2001 initial election period established by the Plan
Administrator


 


(i)                                     calculate the benefit under the
Constellation Energy Group Benefits Restoration Plan that would have been
payable to the surviving spouse if the participant were a participant in that
plan and


 


(ii)                                  that dollar amount will be paid to the
surviving spouse only in the form of a lump sum from this Plan.


 


 


(c)                                  A surviving spouse entitled to bi-weekly
supplemental survivor annuity benefits will receive a bi-weekly payment equal
to the amount determined under (a) or (b) above.  Such payments shall commence effective with
the first day of the month following the month of the participant’s death.  If such surviving spouse receives (or would
have received but for the Internal Revenue Code Limitations) cost of living
adjustment(s) under the Pension Plan, the bi-weekly payments hereunder
will be automatically increased based on the percentage of, and at the same
time as, such adjustment(s).  Bi-weekly
payments hereunder shall permanently cease upon the death of the surviving
spouse, 


 


25

















 


effective with the first
bi-weekly payment for the month following the month of the surviving spouse’s
death.  Bi-weekly payments hereunder
shall be made in accordance with the provisions of the Rabbi Trust and, to the
extent not paid under the terms of the Rabbi Trust, from general corporate
assets


 


 


(d)                                 Post-retirement survivor
benefits: Amount, timing, and source of benefits payout. 
If the participant dies after the participant’s Severance from Service
Date, the participant’s surviving spouse shall be entitled to either a lump sum
or bi-weekly annuity benefit, as set forth below.


 


(i)                                     Death of a participant entitled to a lump
sum benefit payout.  In the event of the death of a participant
after the participant’s Severance From Service Date and before the participant
receives the lump sum payment under Section 6(c) or 7(b)(ii) ,
such lump sum payment shall be made to the participant’s surviving spouse (as
defined in Section 8(a)).  The lump
sum payment shall be the same amount and made at the same time and from the
same sources as set forth in Section 6(c) or 7(b)(ii).  If there is no surviving spouse at the date
of the participant’s death, no payments shall be made.  A surviving spouse who receives a lump sum
benefit under this Section 8(d)(i) shall not be entitled to any cost
of living or other pension payment adjustments or to post-retirement survivor
annuity coverage under the Plan.


 


(ii)                                  Death of a participant entitled to a
bi-weekly retirement benefit payout.


 


(1)                                  If the participant elected a lump sum
survivor benefit, the benefit shall be paid as set forth in 8(d)(i) above.


 


(2)                                  If the participant elected a bi-weekly
annuity survivor benefit payment, the benefit shall be paid as set forth below.


 


26

















 


(a)                                  Computation of the benefit. 
The amount of the survivor annuity will be determined as follows:


 


(i)                                     begin with the bi-weekly pension benefit
(under Section 5(b) of this Plan) that the participant was receiving
prior to the date of death, and


 


(ii)                                  multiply this dollar amount by the
Survivor Annuity Percentage.


 


(b)                                 A surviving spouse entitled to bi-weekly
supplemental survivor annuity benefits will receive a bi-weekly payment equal
to the amount determined under (a) above. 
Such payments shall commence effective with the first day of the month
following the month of the participant’s death. 
If such surviving spouse receives (or would have received but for the
Internal Revenue Code Limitations) cost of living adjustment(s) under the
Pension Plan, the bi-weekly payments hereunder will be automatically increased
based on the percentage of, and at the same time as, such adjustment(s).  Bi-weekly payments hereunder shall
permanently cease upon the death of the surviving spouse, effective with the
first bi-weekly payment for the month following the month of the surviving
spouse’s death.  Bi-weekly payments
hereunder shall be made in accordance with the provisions of the Rabbi Trust
and, to the extent not paid under the terms of the Rabbi Trust, from general
corporate assets.


 


9.                                       Compliance with Section 409A
of the Code.  This Plan is intended to comply and shall be
administered in a manner that is intended to comply with section 409A of the
Code and shall be construed and interpreted in accordance with such
intent.  To the extent that an Award,
issuance and/or payment is subject to section 409A of the Code, it shall be
awarded and/or issued or paid in a manner that will comply with section 409A of
the Code, including proposed, temporary 


 


27

















 


or final
regulations or any other guidance issued by the Secretary of the Treasury and
the Internal Revenue Service with respect thereto.  Any provision of this Plan that would cause
an Award, issuance and/or payment to fail to satisfy section 409A of the Code
shall have no force and effect until amended to comply with Code section 409A
(which amendment may be retroactive to the extent permitted by applicable law).


 


10.                                 Miscellaneous. 
None of the benefits provided under this Plan shall be subject to
alienation or assignment by any participant or beneficiary nor shall any of
them be subject to attachment or garnishment or other legal process except (i) to
the extent specially mandated and directed by applicable State or Federal
statute; or (ii) as requested by the participant or beneficiary to satisfy
income tax withholding or liability.


 


This Plan may be amended
from time to time, or suspended or terminated at any time, provided, however,
except as set forth in Sections 6(d)(iv)(2) or 7(c)(iv)(2), no amendment
or termination shall reduce any previously accrued supplemental pension benefit
under this Plan or impair the rights of any participant or beneficiary entitled
to receive current or future payment hereunder at the time of such action.  All amendments to this Plan may be made at
the written direction of the Committee. Notwithstanding anything else in this
Plan to the contrary, and subject to the limitations of applicable law, the
Constellation Energy Group Board of Directors may authorize a Participant to be
eligible for benefits or may increase benefit payments.


 


Participation in this
Plan shall not constitute a contract of employment between Constellation Energy
Group or any of its subsidiaries and any person and shall not be deemed to be
consideration for, or a condition of, continued employment of any person.


 


In the event
Constellation Energy Group becomes a party to a merger, consolidation, sale of
substantially all of its assets or any other corporate reorganization in which
Constellation Energy Group will not be the surviving corporation or in which
the holders of the common stock of Constellation Energy Group will receive
securities of another corporation (in any such case, the “New Company”), then
the New Company shall assume the rights and obligations of Constellation Energy
Group under this Plan.


 


28

















 


This Plan shall be
governed in all respects by Maryland law, without respect to any conflicts of
law principles.


 


29