Exhibit No. 10(d)


 


Constellation Energy


Group, Inc.


Benefits Restoration 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

  	
  2

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Eligibility

  	
  2

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Computation of
  Restoration Benefits

  	
  3

  
	
   

  	
   

  	
   

  
	
  6.

  	
  For Benefits Earned and
  Vested Prior to January 1, 2005

  	
  3

  
	
   

  	
   

  	
   

  
	
  7.

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

  	
  6

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Compliance with
  Section 409A of the Code

  	
  9

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous

  	
  10

  
	
   

  	
   

  	
   

  
	
  Appendix A

  	
   

  
	
   

  	
   

  	
   

  
	
  Appendix B

  	
   

  
	
   

  	
   

  	
   

  
	
  Appendix C

  	
   

  



 

















 


1.                                       Purpose and Nature of the
Plan. 
Constellation Energy Group, Inc. (the “Company”) established the
Constellation Energy Group, Inc. Benefits Restoration Plan (the “Plan”)
and maintains the Plan as an unfunded retirement plan for employees of the
Company and its subsidiaries whose benefits under the Pension Plan of
Constellation Energy Group, Inc. and the Nine Mile Point Pension Plan are
affected by Internal Revenue Code Limitations. 
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:


 


“Chairman” means the
Chairman of the Board of Directors of Constellation Energy Group.


 


“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.


 


“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 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 having 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.


 


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


 


“Plan” means the
Constellation Energy Group, Inc. Benefits Restoration Plan.


 


“Plan Administrator”
means, as set forth in Section 3, the senior human resources executive of
Constellation Energy Group.


 


“Severance from Service
Date” means: (i) for benefits earned and vested prior to January 1,
2005, the same as set forth in the Pension Plan; (ii) for benefits 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 to no
more than 20 percent of the average level of bona fide services performed in
the immediately preceding 36-month period.


 


3.                                       Plan Administration. 
The senior human resources executive of Constellation Energy Group 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 Chairman.  Decisions by the Chairman shall be final and
not subject to further appeal.  The Plan
Administrator shall have the power to delegate all or any part of his/her
duties to one or more designees, and to withdraw such authority, by written
designation.


 


4.                                       Eligibility. 
Each employee of Constellation Energy Group or its subsidiaries whose
Pension Plan benefits are reduced because of Internal Revenue Code Limitations,
is a participant; provided, however that any such employee entitled to benefits
payout under a plan listed in Appendix A is not a participant in this Plan; and
provided further that employees or classifications of employees, designated by
the Chairman (or if required by Constellation Energy Group’s corporate charter
or by-laws, designated by the Committee), and reflected in Appendix B are also
not participants in this Plan.


 


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5.                                       Computation of Restoration
Benefits.  A participant’s (or if applicable, Surviving
Spouse’s or Alternate Beneficiary’s) benefits under this Plan will be
calculated as set forth below:


 


(a)                            Compute
without regard to Internal Revenue Code Limitations, but subject to any
compensation limitations established by the Chairman (or if required by
Constellation Energy Group’s corporate charter or by-laws, the Committee),
shown in Appendix C, the participant’s Gross Pension under the Pension Plan
based on the participant’s Severance from Service Date and assuming that
benefit payments commence on the first of the month following the Severance
From Service Date; provided, however, that if the participant is not eligible
to have payments start under the Pension Plan as of such date, benefit payments
will be assumed to commence on the participant’s Normal Retirement Date in the
form of a single life annuity; and


 


Subtract from the above
amount the participant’s Gross Pension amount under the Pension Plan using the
same Benefit Commencement Date.


 


(b)                                 Or,
if a participant dies before his/her Benefits Commencement Date, compute
without regard to Internal Revenue Code Limitations but subject to any
compensation limitations established by the Chairman (or if required by
Constellation Energy Group’s corporate charter or by-laws, the Committee),
shown in Appendix C, the participant’s Surviving Spouse’s or Alternate
Beneficiary’s benefit under the Pension Plan based on payments commencing on
the first of the month following the participant’s date of death; and


 


Subtract from the above
amount the amount payable to the Surviving Spouse or Alternate Beneficiary
under the Pension Plan based on payments commencing on the first of the month
following the participant’s date of death.


 


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


 


(a)           Form of payout of
benefits - generally.  For
a participant, the payout under this Plan will be a bi-


 


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weekly payment, unless
the participant makes a valid election to receive his/her payout in the form of
a lump sum; however, if the present value of the participant’s Plan payout is
under $50,000, it will be paid automatically in the form of a lump sum.  For this purpose, the present value of the
Plan payout will be the amount that would be payable to a participant under
paragraph (c) if he or she elected to receive a lump sum.


 


A participant may elect
to receive his/her payout in the form of a lump sum by submitting to the Plan
Administrator a signed 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 new signed election form.


 


(b)                                 Amount and timing of
participant bi-weekly benefits payout.  A participant
entitled to bi-weekly benefits payouts will receive bi-weekly payments based on
the amount determined under Section 5; provided, however, that such
amounts shall be reduced as applicable in accordance with the terms of the
Pension Plan for (i) early receipt and (ii) if the participant elects
to receive such payments in the form of a joint and survivor annuity, the cost
of such annuity. Payments under this paragraph (b) shall commence
effective with the first day 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 to the
participant 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.


 


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(c)                                  Amount and timing of
participant lump sum benefits payout.  A participant
entitled to a lump sum benefit payout will receive a lump sum payment based on
the same assumptions and procedures that are used for determining lump sums in
the Pension Plan. Such lump sum payment shall be paid to the participant within
60 days after the participant’s Severance From Service Date.


 


(d)                                 Amount and timing of
Surviving Spouse or Alternate Beneficiary payout.


 


i.                                          Before Benefit Commencement Date: 
A Surviving Spouse or Alternate Beneficiary who is entitled to a
Preretirement Survivor Annuity or a Preretirement Survivor Benefit under the
Pension Plan shall receive a benefit payment under this Plan in the form of a
lump sum equal to an amount determined under Section 5 and payable within
60 days after the participant’s death.


 


ii.                                       After
Benefit Commencement Date:  A participant who is entitled to begin
receipt of bi-weekly benefits payments under paragraph (b) of this Section may
elect to provide a survivor benefit to his/her Surviving Spouse or Alternate
Beneficiary (whichever is applicable) in the form of a joint and survivor
annuity, the calculation of which is set forth in the Pension Plan.  Payments to either a Surviving Spouse or an
Alternate Beneficiary under this Plan shall begin the first day of the month following
the participant’s death. If the named Surviving Spouse or Alternate Beneficiary
predeceases the participant, no survivor benefits are payable upon the
participant’s death.


 


If
a participant elects survivor coverage for the bi-weekly benefit payments under
this Plan, the participant must provide all appropriate survivor benefit
information in the timing and manner established by the Plan Administrator,
before commencing benefit payments under paragraph (b) of this Section.


 


(e)                                  Death of participant
entitled to lump sum payout.  In the event
of the death of a participant after his/her 


 


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Severance From
Service Date and before the participant receives the lump sum payment under
paragraph (c), such lump sum payment shall be made to the participant’s
Alternate Beneficiary; and if there is no Alternate Beneficiary, payment shall
be made to the Surviving Spouse; and if there is no Surviving Spouse, payment
shall be made to the participant’s beneficiary under the employer’s employee
life insurance plan; and if there is no beneficiary under the employer’s
employee life insurance plan, payment shall be made to the participant’s
estate.  In the event of the death of a
Surviving Spouse or Alternate Beneficiary after the participant’s death and
before the Surviving Spouse or Alternate Beneficiary receives the lump sum
payment under paragraph (d), such lump sum payment shall be made to the estate
of the Surviving Spouse or Alternate Beneficiary (whichever is applicable.)   The lump sum payment shall be the same
amount and made at the same time as set forth in paragraphs (c) and (d).


 


(f)                                    Source of Payments. All payments under this Plan shall be
made from the general corporate assets of Constellation Energy Group.


 


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


 


(a)                                  Form of payout of
benefits - generally.  For a participant, the payout
under this Plan will be a bi-weekly payment, unless the participant makes a
valid election to receive his/her payout in the form of a lump sum.  Notwithstanding the foregoing, if upon the
occurrence of a Separation from Service the present value of the participant’s
Plan payout is less than $50,000, it will be paid automatically in the form of
a lump sum.  For this purpose, the
present value of the Plan payout will be the amount that would be payable to a
participant under paragraph (d)(ii) of this Section if he or she
elected to receive a lump sum.


 


Participants who
do not elect a lump sum may elect a joint and survivor form of annuity at any
time prior to the Benefit Commencement Date. 
Such joint and survivor annuity shall be actuarially equivalent to the
participant’s single life annuity.  The
cost of a joint and survivor benefit shall be borne by the participant.


 


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(b)                                 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.


 


(c)                                  Subsequent elections of
form of payment.  The election to receive a payment 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 take effect
no earlier than 12 months from 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.


 


(d)                                 Amount and timing of
participant benefits payout.


 


i.                                          Bi-weekly Payments. A participant entitled to bi-weekly
benefits payouts will receive bi-weekly payments based on the amount determined
under Section 5; provided, however, that such amounts shall be reduced as
applicable in accordance with the terms of the Pension Plan for (A) early
receipt, and (B) if the participant elects as set forth in paragraph (a) to
receive such payments in the form of a joint and survivor annuity, the cost of
such annuity. Payments under this paragraph (i) shall commence effective
with the first day 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
to the participant 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.


 


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ii.                                       Lump sum payments. 
A participant entitled to a lump sum benefit payout will receive a lump
sum payment based on the same assumptions and procedures that are used for
determining lump sums in the Pension Plan. 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.


 


iii.                                    Six-month delay for Key Employees. Notwithstanding the foregoing, a
participant who is also a Key Employee shall receive no benefit payments under
this Section 7 before the date that is six months after the participant’s
Severance From Service Date.


 


(e)                                  Amount and timing of
Surviving Spouse or Alternate Beneficiary payout.


 


i.                                          Before Benefit Commencement Date: 
A Surviving Spouse or Alternate Beneficiary who is entitled to a
Preretirement Survivor Annuity or a Preretirement Survivor Benefit under the
Pension Plan shall receive a benefit payment under this Plan in the form of a
lump sum equal to an amount determined under Section 5 and payable within
60 days after the participant’s death.


 


ii.                                       After
Benefit Commencement Date:  A participant who is entitled to begin
receipt of bi-weekly benefits payments under paragraph (d) of this Section 7,
may elect to provide a survivor benefit to his/her Surviving Spouse or
Alternate Beneficiary (whichever is applicable) in the form of a joint and
survivor annuity, the calculation of which is set forth in the Pension Plan, at
any time prior to Benefit Commencement Date. 
Payments to either a Surviving Spouse or an Alternate Beneficiary under
this Plan shall begin the first day of the month following the participant’s
death. If the named Surviving Spouse or Alternate Beneficiary predeceases the
participant, no survivor benefits are payable upon the participant’s death.


 


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If
a participant elects survivor coverage for the bi-weekly benefit payments under
this Plan, the participant must provide all appropriate survivor benefit
information in the timing and manner established by the Plan Administrator,
before commencing benefit payments under paragraph (d)(i) of this Section.


 


(f)                                    Death of participant
entitled to lump sum payout.  In the event
of the death of a participant after his/her Severance From Service Date and
before the participant receives the lump sum payment under paragraph (d)(ii),
such lump sum payment shall be made to the participant’s Alternate Beneficiary;
and if there is no Alternate Beneficiary, payment shall be made to the
Surviving Spouse; and if there is no Surviving Spouse, payment shall be made to
the participant’s beneficiary under the employer’s employee life insurance
plan; and if there is no beneficiary under the employer’s employee life
insurance plan, payment shall be made to the participant’s estate.  In the event of the death of a Surviving
Spouse or Alternate Beneficiary after the participant’s death and before the
Surviving Spouse or Alternate Beneficiary receives the lump sum payment under
paragraph (e), such lump sum payment shall be made to the estate of the
Surviving Spouse or Alternate Beneficiary (whichever is applicable.)   The lump sum payment shall be the same
amount and made at the same time as set forth in paragraphs (d) and (e),
except that there shall be no six-month delay for payments relating to the
benefits of Key Employees.


 


(g)                                 Source of Payments. All payments under this Plan shall be
made from the general corporate assets of Constellation Energy Group.


 


8.                                       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 a payment is subject to
section 409A of the Code, it shall be 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 


 


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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).


 


9.                                       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 law;
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,
that no amendment or termination shall 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 which would increase or decrease the compensation of any Officer of
Constellation Energy Group, either directly or indirectly, must be approved by
the Committee.  All other permissible
amendments may be made at the written direction of the Plan Administrator.


 


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


 


The Plan is
intended to be unfunded for purposes of Title I of the Employee Retirement
Income Security Act of 1974.  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.


 


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”),


 


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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.


 


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APPENDIX A


 


Participants
entitled to a benefit payout under the following Constellation Energy Group
plans are not participants in this Plan:


 


1.               Senior Executive Supplemental Plan


2.               Supplemental Pension Plan


 


APPENDIX  B


 


Pursuant to Section 4
of the Plan, the following employees or classification of employees are
ineligible to participate in this Plan:


 


None


 


APPENDIX  C


 


Pursuant to Section 5(a) of
the Plan, compensation used to calculate benefits under this Plan is limited as
follows:


 


For participants employed
by Constellation Energy Commodities Group to perform functions such as
marketing, trading or strategizing, as designated annually by CEG Human
Resources, the bonus and incentive portion of a participant’s Final Average Pay
or Average Annual Pay will be limited to a maximum of $200,000 per calendar
year.