Exhibit No. 10(f)


 


Constellation Energy Group, Inc.


Senior Executive


Supplemental Plan


 


Amended and Restated Effective


January 1, 2009


 

















 


Table of Contents


 


	
  1.

  	
  Purpose and Nature of
  the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Plan Administration

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Eligibility

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Supplemental Pension
  Benefits

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.

  	
  For Benefits Earned and
  Vested Prior to January 1, 2005

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.

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

  	
  15

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Survivor Benefits

  	
  20

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Compliance with
  Section 409A of the Code

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  	
  26

  



 

















 


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 senior
executives 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:


 


“Average Annual Base
Salary” means an amount determined by (a) computing 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) paid during the prior five consecutive
twelve month periods immediately preceding the month that includes the date of
the computation, and (b) averaging the two twelve month periods during
which the highest amounts were paid.


 


“Average Incentive Award”
(or “Average Award”) means the average of the two highest of the participant’s
five immediately prior year awards earned under Constellation Energy Group’s
Executive Annual Incentive Plan,


 


1

















 


Constellation Energy
Group’s Senior Management Annual Incentive Plan and/or Other Incentive Awards
Programs.


 


“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 of any other actual or threatened solicitation of
proxies by or on behalf of any person other than 


 


2

















 


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
beneficial ownership of at least 95% of the voting securities eligible to elect
directors of the 


 


3

















 


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 


 


4

















 


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 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 1/3 of 1% 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 Section 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


 


5

















 


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. Senior Executive Supplemental 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


 


6

















 


of bona fide services
performed would permanently decrease 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.


 


“Total SERP Service”
means (a) Credited Service accumulated while designated as a participant
with respect to supplemental pension benefits under this Plan or while a
participant under the Constellation Energy Group Supplemental Pension Plan, or
while a participant under any predecessor executive supplemental pension benefit
plan, plus (b) one fourth of Credited Service accumulated while not such a
participant.


 


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. 
Each senior executive of Constellation Energy Group or its subsidiaries
may be designated in writing by the Plan Administrator as a participant with
respect to one or more benefits under the Plan. Once designated, participation
shall continue until such designation is withdrawn at the discretion and by
written order of the Plan 


 


7

















 


Administrator, provided,
however, that such withdrawal may not be made 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.


 


A Plan participant who
was a participant in the Constellation Energy Group Supplemental Pension Plan
on January 1, 2000, shall be eligible for supplemental pension 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
Constellation Energy Group Supplemental Pension Plan based on the participant’s
age, service, and eligible compensation on the date as of which benefits become
payable. If a participant or a participant’s surviving spouse receives benefits
from this Plan, he/she cannot also receive benefits from the Constellation
Energy Group Supplemental Pension Plan.


 


Any other participant in
the Plan shall be eligible for benefits under this Plan without regard to any
computation under the Constellation Energy Group Supplemental Pension Plan.


 


5.                                      Supplemental Pension
Benefits.


 


(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
62 and has accumulated at least five years 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:


 


8














 


(i)                                   add
the Average 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 and President of Constellation Energy Group - 60%; all
other participants (the product of 5.5% multiplied by the number of full and
fractional years of Total SERP Service), (maximum is 55%).


 


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


 


(v)                               subtract
from this dollar amount the charges relating to coverage for a pre-retirement
survivor annuity in excess of 50%, and for a post-retirement survivor annuity
in excess of 50%, and


 


(vi)                            subtract
from the remainder the net bi-weekly 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.


 


9

















 


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 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.


 


(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 


 


10

















 


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 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.


 


(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 Average 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 and President of Constellation Energy Group – 60%; all
other participants - by the product of 5.5% multiplied by the number of full
and fractional years of Total SERP Service as of the date of the computation
(maximum is 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


 


11

















 


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 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 


 


12

















 


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 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 


 


13

















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 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 pre-retirement or post-retirement survivor annuity coverage.


 


14

















 


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 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 


 


15

















 


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, 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.


 


16














 


(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 Average 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 and President of Constellation Energy Group — 60%; all
other participants - by the product of 5.5% multiplied by the number of full
and fractional years of Total SERP Service as of the date of the computation
(maximum is 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 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



 


17

















 


eligible as set forth in Section 4,
but who 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 


 


18

















 


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.


 


(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.


 


19

















 


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 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:


 


20

















 


(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.


 


(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 


 


21

















 


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 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 


 


22

















 


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 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 


 


23

















 


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, 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 


 


24

















 


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.


 


(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 


 


25

















 


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 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; (ii) as requested by the participant
or beneficiary to satisfy income tax withholding or liability; and (iii) any
policy of insurance written by a commercial carrier on a split-dollar basis
shall be assignable.


 


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 


 


26

















 


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 set forth in 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.


 


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


 


27