Exhibit No. 10(c)


 


Constellation Energy Group, Inc.


Deferred Compensation Plan


For Non-Employee Directors


 


Amended and Restated Effective


January 1, 2009


 

















 


TABLE OF
CONTENTS


 


	
  1.

  	
  Purpose and Nature of
  the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Plan Administration

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Eligibility and
  Participation

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Mandatory Stock Units

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Deferral Elections

  	
  7

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Cash Account

  	
  9

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Stock Account

  	
  10

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Distributions of Plan
  Accounts

  	
  11

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Beneficiaries

  	
  16

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Valuation of Plan Accounts

  	
  17

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Withdrawals

  	
  17

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Change in Control

  	
  18

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Withholding

  	
  19

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Compliance with Code
  Section 409A

  	
  19

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Copies of Plan
  Available

  	
  19

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Miscellaneous

  	
  19

  



 

















 


1.                                       Purpose and Nature of the Plan. 
The objective of the Deferred Compensation Plan for Non-Employee
Directors (“Plan”) is to offer a portion of the Compensation of non-employee
Directors of Constellation Energy Group, Inc. (“Company”) in the form of
Stock Units, thereby promoting a greater identity of interest between
Constellation Energy Group’s non-employee Directors and its stockholders, and
to enable such Directors to defer receipt of their Compensation that is payable
in cash.  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. 
As used herein, the following terms will have the meaning specified
below:


 


“Annual
Retainer” means the amount payable by Constellation Energy Group to a
Director as annual compensation for performance of services as a Director, and
includes Committee Chair retainers.  All
other amounts (including without limitation Board/committee meeting fees, and
expense reimbursements) shall be excluded in calculating the amount of the
Annual Retainer.


 


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


 


“Cash Account” means an account by that name
established pursuant to Section 7. 
The maintenance of Cash Accounts is for bookkeeping purposes only.


 


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


 


(i)                                     individuals who, on January 24,
2003, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of 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 


 


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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 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 Surviving Corporation (the “Parent
Corporation”), is represented by Company Voting Securities that
were outstanding immediately prior to such Business 


 


2

















 


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 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.


 


“Common Stock”
means the common stock, without par value, of Constellation Energy Group.


 


“Compensation”
means any Annual Retainer and meeting fees payable by Constellation Energy
Group to a participant in 


 


3

















 


his/her capacity
as a Director.  Compensation excludes
expense reimbursements paid by Constellation Energy Group to a participant in
his/her capacity as a Director.


 


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


 


“Deferred Cash
Compensation” means any cash Compensation that is voluntarily deferred by a
participant pursuant to Section 6.


 


“Director”
means a member of the Board who is not an employee of Constellation Energy Group
or any of its subsidiaries/ affiliates.


 


“Disability”
or “Disabled” means:


 


(i)                                     For amounts earned and vested before January 1,
2005, that the Plan Administrator has determined that the participant is unable
to fulfill his/her responsibilities of Board membership because of illness or
injury.  For purposes of this Plan, a
participant’s eligibility to participate shall be deemed to have terminated on
the date he/she is determined by the Plan Administrator to be Disabled.


 


(ii)                                  For amounts earned and vested on or after
January 1, 2005, that the participant is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to last a continuous period of not
less than 12 months or result in death. 
For purposes of this Plan, a participant’s eligibility to participate
shall be deemed to have terminated on the date the Plan Administrator receives
the documentation of Disability.


 


“Earnings”
means, with respect to the Cash Account, hypothetical interest credited to the
Cash Account.


 


“Earnings”
means, with respect to the Stock Account, hypothetical dividends credited to
the Stock Account.


 


“Fair Market
Value” means, as of any specified date, the average closing price of a
share of Common Stock on the “New York Stock Exchange Composite Transactions”
averaged for the most recent 20 days during which Common Stock was traded on 


 


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the New York Stock
Exchange (including such valuation date if a trading date).


 


“Plan Accounts”
means a participant’s Cash Account and/or Stock Account.  The maintenance of Plan Accounts is for
bookkeeping purposes only.


 


“Plan
Administrator” means, as set forth in Section 3, the Board.


 


“Stock Account”
means an account by that name established pursuant to Section 8.  The maintenance of Stock Accounts is for
bookkeeping purposes only.


 


“Stock Unit(s)”
means the share equivalents credited to a Participant’s Stock Account pursuant
to the Plan.  The use of Stock Units is
for bookkeeping purposes only; the Stock Units are not actual shares of Common
Stock.  Constellation Energy Group will
not reserve or otherwise set aside any Common Stock for or to any Stock
Account.


 


“VP-HR” means the
senior human resources executive of Constellation Energy Group.


 


3.                                       Plan Administration.


 


(a)                                  Plan Administrator - The Plan is administered by the Board,
who has sole authority to interpret the Plan, and, in general, to make all
other determinations advisable for the administration of the Plan to achieve
its stated objective.  Decisions by the
Plan Administrator shall be final and binding upon all persons for all
purposes.  The Plan Administrator shall
have the power to delegate all or any part of its non-discretionary duties to
one or more designees, and to withdraw such authority, by written designation.


 


(b)                                 Amendment - This Plan may be amended from time to time or
suspended or terminated at any time, at the written direction of the Plan
Administrator.  However, amendments
required to keep the Plan in compliance with applicable laws and regulations
may be made by the VP-HR on advice of counsel. 
Nothing herein creates a vested right.


 


(c)                                  Indemnification - The Plan Administrator (and its
designees), Chairman of the Board, Chief Executive Officer, President, and
VP-HR and all other employees of Constellation Energy Group or its
subsidiaries/affiliates whose assigned duties include 


 


5

















 


matters under the Plan, shall be indemnified by
Constellation Energy Group or its subsidiaries /affiliates or from proceeds
under insurance policies purchased by Constellation Energy Group or its
subsidiaries/affiliates, against any and all liabilities arising by reason of
any act or failure to act made in good faith pursuant to the provisions of the
Plan, including expenses reasonably incurred in the defense of any related
claim.


 


4.                                       Eligibility and Participation.


 


(a)                                  Mandatory participation - A Director, at the discretion of the
Board, may be required at such times designated by the Board to participate in
this Plan with respect to the receipt of all or part of his/her Compensation in
the form of Stock Units under Section 5 of the Plan.


 


(b)                                 Voluntary participation - A Director is eligible to participate
in the Plan by electing to defer all or certain portions of the participant’s
Compensation, that is payable in cash, under Section 6 of the Plan, while
so classified.


 


(c)                                  Termination of participation - Eligibility to participate shall
terminate on the date the participant ceases to be a Director.  Notwithstanding termination of eligibility,
such person with Plan Accounts will remain a participant of the Plan, solely
for purposes of the administration of existing Plan Accounts, and no additional
Stock Units will be granted and no further deferrals of cash Compensation under
the Plan will be permitted.


 


5.                                       Mandatory Stock Units. 
To the extent designated from time to time by the Board as set forth in Section 4(a),
the Stock Account of a participant will be credited on January 1 of each
applicable calendar year with Stock Units equal to the number of shares of
Common Stock (including fractions of a share) that could have been purchased,
with the applicable percentage (as designated by the Board) of the participant’s
Annual Retainer for such calendar year, at Fair Market Value on January 1.


 


If a participant initially becomes a
Director during such applicable calendar year, the Stock Account of the
participant for such calendar year will be credited, on the date that is the
first day of the calendar month after the participant initially becomes a
Director, with Stock Units equal to the number of shares of Common Stock
(including 


 


6

















 


fractions of a share) that could have
been purchased at Fair Market Value on such date, with an amount equal to (i) the
applicable percentage (as designated by the Board) of the participant’s Annual
Retainer multiplied by (ii) a fraction the numerator of which is the
number of calendar months in the calendar year on and after the date the
participant initially becomes a Director (counting a partial month as a full
month), and the denominator of which is 12.


 


The Stock Account will be maintained
pursuant to Section 8.


 


6.                                       Deferral Elections.


 


(a)                                  Cash Compensation Deferral Elections


 


(i)                                     Amount of deferral. 
A participant may elect to defer none, all, fifty percent (50%), or
seventy-five percent (75%) of his/her other Compensation that is payable in
cash (i.e., one hundred percent (100%) of all other Compensation that is not
granted in shares of common stock or Stock Units). A participant’s cash
Compensation deferral election with respect to the Annual Retainer shall
specify whether the deferred Annual Retainer is to be credited to the Cash
Account or to the Stock Account.  All
other Cash Compensation that a participant elects to defer will be credited to
the Cash Account.


 


(ii)                                  Annual
elections:  The deferral election shall be made by
written notification to the VP-HR.  Such
election shall be made prior to the calendar year during which the applicable
cash Compensation is payable, and shall be effective as of the first day of
such calendar year.


 


(iii)                               Initial
elections: If a participant
initially becomes a Director during a calendar year, the election for such
calendar year must be made within thirty (30) calendar days after the date the
participant initially becomes a Director, and shall be effective with respect
to Compensation earned after the date the election is received by the VP-HR.


 


(iv)                              Revocation.  Elections under this Section shall
remain in effect for all succeeding calendar years until revoked.  Elections may be revoked by written
notification to the VP-HR, and shall be effective as of the first day of the
calendar year 


 


7

















 


following the calendar
year during which the revocation is received by such VP-HR.


 


(v)                                 Notwithstanding
anything herein contained to the contrary, the Plan Administrator shall have
the right in its sole discretion to permit 
participants to defer other percentages of the Annual Retainer and/or
other Compensation that is payable in cash than those identified in Section 6(a)(i).  Such an action on the part of the Plan
Administrator shall take effect on the first day of the calendar year following
the date of the action.


 


(b)                                 Equity
Compensation Deferral Elections.


 


(i)                                     Amount of deferral. 
To the extent that a portion of Compensation is paid in the form of
restricted common stock, the participant may elect to defer none or all of the
restricted stock award into deferred Stock Units.  The amount deferred is credited to the
participant’s Stock Account on January 1 (or, if later, the first day of
the first month after the participant becomes a Director).  A participant’s Stock Account shall be
credited with Stock Units equal to the number of shares of Common Stock
(including fractions of a share) that could have been purchased with the value
of such deferred restricted stock award, at Fair Market Value on such date.


 


                                                If a participant ceases to be a Director
prior to December 31 of any calendar year, the participant will forfeit a
pro-rated amount of the deferred restricted stock award that was credited to
the Stock Account during the calendar year. 
The amount forfeited shall equal the amount of the deferred restricted
stock award credited during the calendar year times a fraction, the numerator
of which is the number of full calendar months in the calendar year after the
participant’s Board membership ceased, and the denominator of which is 12 (or,
for a participant who became a Director during the calendar year, the number of
months during the calendar year after the participant became a Director
(including the month Board membership commenced)).


 


(ii)                                  Annual
elections.  The deferral election shall be made by
written notification to the VP-HR.  Such 


 


8

















 


election shall be made
prior to the calendar year during which the applicable equity Compensation is
payable, and shall be effective as of the first day of such calendar year.


 


(iii)                               Initial
elections. If a participant
initially becomes a Director during a calendar year, the election for such
calendar year must be made within thirty (30) calendar days after the date the
participant initially becomes a Director, and shall be effective with respect
to Compensation earned after the date the election is received by the VP-HR.


 


(v)                                 Revocation.  Elections under this Section shall
remain in effect for all succeeding calendar years until revoked.  Elections may be revoked by written
notification to the VP-HR, and shall be effective as of the first day of the
calendar year following the calendar year during which the revocation is
received by such VP-HR.


 


7.                                       Cash Accounts. 
The portion of the Annual Retainer that a participant has elected to
defer into the Cash Account is credited to the participant’s Cash Account on January 1
(or if later, the first day of the first month after the participant becomes a
Director).  All other cash Compensation
that a participant has elected to defer is credited to the participant’s Cash
Account on each date such cash Compensation would otherwise have been paid to
the Director.  A participant’s Cash
Account shall be credited with earnings at the rate earned by the T. Rowe Price
Stable Value Fund under the Constellation Energy Group, Inc. Employee
Savings Plan, or such other fund as shall replace this fund in the
Constellation Energy Group, Inc. Employee Savings Plan from time to time,
and computed in the same manner as under such plan.  Earnings are credited to the Cash Account
commencing on the date the applicable Deferred Cash Compensation is credited to
the Cash Account.  If a participant ceases
to be a Director prior to December 31 of any calendar year, the participant
will forfeit a pro-rated amount of the Annual Retainer that was credited to the
Cash Account during the calendar year. 
The amount forfeited shall equal the Annual Retainer amount credited
during the calendar year times a fraction, the numerator of which is the number
of full calendar months in the calendar year after the participant’s Board
membership ceased, and the denominator of which is 12 (or, for a participant
who became a Director during the calendar year, the number of months 


 


9

















 


during the
calendar year after the participant became a Director (including the month
Board membership commenced).


 


8.                                       Stock Accounts. 
The Board may specify that the portion of the Annual Retainer or any
equity grant that a participant has elected to defer into the Stock Account is
credited to the participant’s Stock Account on January 1 (or if later, the
first day of the first month after the participant becomes a Director).  A participant’s Stock Account shall be credited
with Stock Units equal to the number of shares of Common Stock (including
fractions of a share) that could have been purchased with such deferred
Compensation, at Fair Market Value on such date.  Grants of mandatory Stock Units
are credited to the Stock Account as set forth in Section 5.


 


If a participant
ceases to be a Director prior to December 31 of any calendar year, the
participant will forfeit a pro-rated amount of the Annual Retainer or any
equity grant that was credited to the Stock Account during the calendar
year.  The amount forfeited shall equal
the Annual Retainer amount and/or any equity grant credited during the calendar
year times a fraction, the numerator of which is the number of full calendar
months in the calendar year after the participant’s Board membership ceased,
and the denominator of which is 12 (or, for a participant who became a Director
during the calendar year, the number of months during the calendar year after
the participant became a Director (including the month Board membership
commenced)).


 


As of any dividend
distribution date for the Common Stock, the participant’s Stock Account shall
be credited with additional Stock Units equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased, at the
closing price of a share of Common Stock on such date as reported on the New
York Stock Exchange — Composite Transactions, with the amount which would have
been paid as dividends on that number of shares (including fractions of a
share) of Common Stock which is equal to the number of Stock Units then
credited to the participant’s Stock Account.


 


In the event of any change in the
outstanding shares of Common Stock by reason of any stock dividend or split,
recapitalization, combination or exchange of shares or other similar changes in
the Common Stock, then appropriate adjustments shall be made in the number of
Stock Units in each participant’s Stock Account.  Such adjustments shall be made effective on
the date of the change related to the Common Stock.


 


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9.                                       Distributions of Plan Accounts.


 


(a)                                  Generally.  Distributions
of Plan Accounts shall be made in cash only, from the general assets of
Constellation Energy Group.


 


(b)                                 Timing
of distribution.


 


(i)                                     For
amounts earned and vested before January 1, 2005:
A participant may elect (by notification in the form and manner established by
the VP-HR from time to time) to begin distributions (i) in the calendar
year following the calendar year that eligibility to participate terminates, (ii) in
the calendar year following the calendar year in which a participant attains
age 70, if later, or (iii) any calendar year between (i) and
(ii).  Such election must be made prior
to the end of the calendar year in which eligibility to participate
terminates.  Alternatively, a participant
who reaches age 70 while still a Director may elect to begin distributions, in
the calendar year following the calendar year that the participant reaches age
70, of amounts in his/her Plan Accounts as of the end of the calendar year the
participant reaches age 70.  Such
election must be made prior to the end of the calendar year in which the
participant reaches age 70, and a distribution election to receive any
subsequently deferred amounts beginning in the calendar year following the
calendar year that eligibility to participate terminates, must be made prior to
the end of the calendar year in which eligibility to participate terminates.


 


(ii)                                  For
amounts earned and vested on or after January 1, 2005:


 


(1)                                  Initial
elections.  At the time of the participant’s initial
deferral election pursuant to Section 6, the participant shall elect (in
the form and manner established by the VP-HR from time to time) to begin
distributions (a) in the calendar year following the calendar year that
eligibility to participate terminates, (b) in the calendar year following
the calendar year in which a participant attains age 70, if later, or (c) any
calendar year between (a) and (b).


 


11

















 


(2)                                  Subsequent
elections.  A participant can make a subsequent
distribution election as to timing. 
However, such election shall take effect no earlier than 12 months from
the date the subsequent election is received by the VP-HR, and will delay the
benefit commencement date five years from the date such payment would otherwise
have been paid.  A participant may revoke
an election as to timing no later than 12 months before the scheduled payment
date.


 


(c)           Form of
distribution.


 


(i)                                     For
amounts earned and vested before January 1, 2005:  A participant may elect (by notification in
the form and manner established by the VP-HR from time to time) to receive
distributions in a single payment or in annual installments during a period not
to exceed fifteen years.  The single
payment or the first installment payment, whichever is applicable, shall be
made within the first sixty (60) calendar days of the calendar year elected for
distribution.  Subsequent installments,
if any, shall be made within the first sixty (60) calendar days of each succeeding
calendar year until the participant’s Plan Accounts have been paid out.


 


(ii)                                  For
amounts earned and vested on or after January 1, 2005:


 


(1)                                  Initial
elections. At the time of the
participant’s initial deferral election pursuant to Section 6, the participant
shall elect (in the form and manner established by the VP-HR) to receive
distributions in a single payment or in annual installments during a period not
to exceed ten (10) years.  The
single payment or the first installment payment, whichever is applicable, shall
be made within the first sixty (60) calendar days of the calendar year elected
for distribution.  Subsequent
installments, if any, shall be made within the first sixty (60) calendar days
of each succeeding calendar year until the participant’s Plan Accounts have
been paid out.


 


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(2)                                  Subsequent
elections.  A participant can make a subsequent
distribution election as to form. 
However, such election shall take effect no earlier than 12 months from
the date the subsequent election is received by the VP-HR, and will delay the
benefit commencement date five years from the date such payment would otherwise
have been paid.  A participant may revoke
an election as to form no later than 12 months before the scheduled payment
date.


 


(d)                                 Default election. 
In the event applicable elections are not timely made, a participant
shall receive a distribution in a single payment within the first sixty (60)
calendar days of the calendar year following the calendar year that eligibility
to participate terminates.  Any
subsequent change to such election shall be subject to delay in accordance with
Sections 9(b)(ii)(2) or (c)(ii)(2).


 


(e)                                  Earnings.  Earnings are credited to the Cash Account
through the date of distribution, and amounts held for installment payments
shall continue to be credited with Earnings. 
The value of the Cash Account that is payable in cash on the date of the
single payment distribution is equal to the balance in the Cash Account on the
date that is no earlier than five (5) calendar days prior to the day of
such distribution (“Distribution Valuation Date”).  The amount of any cash distribution to be
made in installments from the Cash Account will be determined by multiplying (i)  the
balance in such Cash Account on the Distribution Valuation Date by (ii)  a
fraction, the numerator of which is one and the denominator of which is the
number of installments in which distributions remain to be made (including the
current distribution).


 


(f)                                    Death
or disability.


 


(i)                                     Amount
of payment.  If a participant dies or becomes Disabled,
the entire unpaid balance of his/her Plan Accounts shall be paid to the
beneficiary(ies) designated in accordance with Section 10.  If no designation was made, in the event of death,
the balance of the Plan Accounts shall be paid to the estate of the
participant, and in the event of Disability, to the participant.


 


13

















 


The value of the Stock
Account, which is equal to the number of Stock Units in the Stock Account
multiplied by the Fair Market Value on the date of the participant’s death or
Disability, is transferred to the Cash Account on such date.  Earnings are credited to the Cash Account
through the date of distribution, and amounts held for installment payments
shall continue to be credited with Earnings. 
The value of the Cash Account that is payable in cash on the date of the
single payment distribution is equal to the balance in the Cash Account on the
date that is no earlier than five (5) calendar days prior to the day of
such distribution (“Beneficiary Distribution Valuation Date”).  The amount of any cash distribution to be
made in installments from the Cash Account will be determined by multiplying (i) the
balance in such Cash Account on the Beneficiary Distribution Valuation Date by (ii) a
fraction, the numerator of which is one and the denominator of which is the
number of installments in which distributions remain to be made (including the
current distribution).


 


(ii)                                  Timing
of payment.


 


(1)                                  Payment
shall be made within sixty (60) calendar days after notice of death or
Disability is received by the VP-HR, unless the participant elected (in the
form and manner established by the VP-HR from time to time) a delayed and/or installment
distribution option for designated beneficiary(ies) in accordance with the
provisions in Section 9(f)(iii)(2) or (3) as applicable;
provided, however that (i) such a distribution option election shall be
effective only if the value of the participant’s Plan Accounts is more than
$50,000 on the date of the participant’s death or Disability; and (ii) the
final distribution must be made to such beneficiary(ies) no later than 15 years
after the participant’s death or Disability.


 


(2)                                  For
amounts earned and vested before January 1, 2005:
A participant may elect in the form and manner established by the VP-HR from
time to time for payments to a beneficiary to be paid within 60 days of the
participant’s


 


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Death
or disability, or within the first 60 days of a calendar year that is no more
than 15 years after the participant’s death. 
After the end of the calendar year that a participant’s eligibility to
participate terminates, a participant’s election regarding the timing of a
distribution for a particular beneficiary is irrevocable; provided, however,
that the participant may make a timing election for a new beneficiary who is
initially designated after the participant’s eligibility to participate
terminates, and such election is irrevocable with respect to the new
beneficiary.


 


(3)                                  For
amounts earned and vested on or after January 1, 2005:
Payments to a designated beneficiary shall be at the same time as elected by
the participant in accordance with Section 9(b)(ii).


 


(iii)                               
Form of payment.


 


(1)                                  Default
form of payment.  If the participant’s Plan Account balances
are less than $50,000 on the date of the participant’s death or Disability, the
payment shall be in the form of a lump sum. 
For balances that exceed $50,000, payments shall be in the form
specified in Section 9(f)(iii)(2) or (3) as applicable.


 


(2)                                  For
amounts earned and vested before January 1, 2005:  At any time up until the end of the calendar
year that a participant’s eligibility to participate terminates, the
participant may elect (in the form and manner established by the VP-HR from
time to time) a form of distribution for each designated beneficiary. The form
shall either be a lump sum or annual installments.  After the end of the calendar year that a
participant’s eligibility to participate terminates, a distribution option
election for a particular beneficiary is irrevocable.  However, the participant may make a
distribution option election for a new beneficiary who is initially designated after
the participant’s eligibility to participate terminates, and


 


15

















 


such election is
irrevocable with respect to the new beneficiary.


 


(3)                                  For
amounts earned and vested on or after January 1, 2005:  Payments to a designated beneficiary shall be
in the same form as elected by the participant in accordance with Section 9(c)(ii).


 


(iv)                              Upon
the death of a participant’s beneficiary entitled to a delayed and/or
installment distribution, the entire unpaid balance of the participant’s Cash
Account shall be paid to the beneficiary(ies) designated by the participant’s
beneficiary by notification in the form and manner established by the VP-HR
from time to time or, if no designation was made, to the estate of the participant’s
beneficiary.  Payment shall be made
within sixty (60) calendar days after notice of death is received by such
VP-HR.  The value of the Cash Account
that is payable in cash is equal to the balance in the Cash Account on the date
that is no earlier than five (5) calendar days prior to the day of such
distribution.


 


(v)                                 Administrator’s
discretion over “grandfathered” amounts.  Notwithstanding anything herein contained to
the contrary, for amounts earned and vested before January 1, 2005, the
Plan Administrator shall have the right in its sole discretion to (1) vary
the manner and timing of distributions of a participant or beneficiary entitled
to a distribution under this Section 9, and may make such distributions in
a single payment or over a shorter or longer period of time than that elected
by a participant; and (2) vary the period during which the closing price
of Common Stock is referenced to determine the value of the Stock Account that
is transferred to the Cash Account on the date on which the participant’s
eligibility to participate terminates. 
Any affected participants will not participate in exercising such
discretion.


 


10.                                 Beneficiaries. A participant shall have the right to
designate, change or rescind a beneficiary(ies) who is to receive a
distribution(s) pursuant to Section 9 in the event of the death of
the participant.  A participant’s
beneficiary(ies) for whom a delayed and/or installment distribution option was
elected shall have the right to


 


16

















 


designate a
beneficiary(ies) who is to receive a distribution pursuant to Section 9 in
the event of the death of the participant’s beneficiary(ies).


 


Any designation,
change or recision of the designation of beneficiary shall be made by notification
in the form and manner established by the VP-HR from time to time.  The last designation of beneficiary received
by such VP-HR shall be controlling over any testamentary or purported
disposition by the participant (or, if applicable, the participant’s
beneficiary(ies)), provided that no designation, recision or change thereof
shall be effective unless received by such VP-HR prior to the death of the
participant (or, if applicable, the death of the participant’s
beneficiary(ies)).


 


If the designated
beneficiary is the estate, or the executor or administrator of the estate, of
the participant (or, if applicable, the participant’s beneficiary(ies)), a
distribution pursuant to Section 9 may be made to the person(s) or
entity (including a trust) entitled thereto under the will of the participant
(or, if applicable, the participant’s beneficiary(ies)), or, in the case of
intestacy, under the laws relating to intestacy.


 


11.                                 Valuation of Plan Accounts. 
The Plan Administrator shall cause the value of a participant’s Plan
Accounts to be determined and reported to Constellation Energy Group and the
participant at least once per year as of the last business day of the calendar
year.  The value of the Stock Account
will equal the number of Stock Units in the Stock Account multiplied by the
closing price of a share of Common Stock on the last business day of the
calendar year as reported on the “New York Stock Exchange Composite
Transactions”.  The value of the Cash
Account will equal the balance in the Cash Account on the last business day of
the calendar year.


 


12.                                 Withdrawals. 
No withdrawals of Plan Accounts may be made, except a participant may at
any time request a hardship withdrawal from his/her Plan Accounts if he/she has
incurred an unforeseeable financial emergency. 
An unforeseeable financial emergency is defined as severe financial
hardship to the participant resulting from a sudden and unexpected illness or
accident of the participant (or of his/her dependents), loss of the participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
participant.  The need to send a child to
college or the desire to purchase a home are not considered


 


17

















 


to be unforeseeable
emergencies.  The circumstance that will
constitute an unforeseeable emergency will depend upon the facts of each case.


 


A hardship withdrawal will be permitted
by the Plan Administrator only as necessary to satisfy an immediate and heavy
financial need.  A hardship withdrawal
may be permitted only to the extent reasonably necessary to satisfy the
financial need and any anticipated taxes that arise from the distribution.  Payment may not be made to the extent that
such hardship is or may be relieved (a) through reimbursement or
compensation by insurance or otherwise, (b) by liquidation of the
participant’s assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or (c) by cessation of deferrals
under the Plan.


 


The request for
hardship withdrawal shall be made by notification in the form and manner
established by the Plan Administrator from time to time.  Such hardship withdrawal will be permitted
only with approval of the Plan Administrator. 
The participant will receive a lump sum payment after the Plan
Administrator has had reasonable time to consider and then approve the request.


 


The value of the
Stock Account for purposes of processing a hardship cash withdrawal is equal to
the number of Stock Units in the Stock Account multiplied by the Fair Market
Value on the date on which the hardship withdrawal is processed.  The value of the Cash Account for purposes of
processing a hardship cash withdrawal is equal to the balance in the Cash
Account on the date on which the hardship withdrawal is processed.


 


13.                                 Change in Control. 
The terms of this Section 13 shall immediately become operative,
without further action or consent by any person or entity, upon a Change in
Control, and once operative shall supersede and control over any other
provisions of this Plan.  Upon the
occurrence of a Change in Control followed within one year of the date of such
Change in Control by the participant’s cessation of Board membership for any
reason, such participant shall be paid the value of his/her Plan Accounts in a
single, lump sum cash payment.  The value
of the Stock Account, which is equal to the number of Stock Units in the Stock
Account multiplied by the Fair Market Value on the date of the participant’s
cessation of Board membership, is transferred to the Cash Account on such
date.  Earnings are credited to the Cash
Account through the date of distribution. 
The value of the Cash Account that is payable in cash on the


 


18

















 


date of the single lump
sum cash payment is equal to the balance in the Cash Account on the date that
is no earlier than five (5) calendar days prior to the day of such
distribution.  Such payment shall be made
as soon as practicable, but in no event later than thirty (30) calendar days
after the date of the participant’s cessation of Board membership.  On or after a Change in Control, no action,
including, but not by way of limitation, the amendment, suspension or termination
of the Plan, shall be taken which would affect the rights of any participant or
the operation of this Plan with respect to the balance in the participant’s
Plan Accounts.


 


14.                                 Withholding. 
Constellation Energy Group may withhold to the extent required by law
all applicable income and other taxes from amounts deferred or distributed
under the Plan.


 


15.                                 Compliance with Code section 409A. 
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 and/or payment is subject to section 409A of
the Code, it shall be awarded and/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 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).


 


16.                                 Copies of Plan Available. 
Copies of the Plan and any and all amendments thereto shall be made
available to all participants during normal business hours at the office of the
Plan Administrator.


 


17.                                 Miscellaneous.


 


(a)                                  Inalienability of benefits - Except as may otherwise be required by
law or court order, the interest of each participant or beneficiary under the
Plan cannot be sold, pledged, assigned, alienated or transferred in any manner
or be subject to attachment or other legal process of whatever nature;
provided, however, that any applicable taxes may be withheld from any cash
benefit payment made under this Plan.


 


19

















 


(b)                                 Controlling law - The Plan and its administration shall
be governed by the laws of the  State of
Maryland, without respect to any conflicts of law principles, except to the
extent preempted by federal law.


 


(c)                                  Gender and number - A masculine pronoun when used herein
refers to both men and women and words used in the singular are intended to
include the plural, and vice versa, whenever appropriate.


 


(d)                                 Titles and headings - Titles and headings to articles and
sections in the Plan are placed herein solely for convenience of reference and
in any case of conflict, the text of the Plan rather than such titles and
headings shall control.


 


(e)                                  References to law - All references to specific provisions
of any federal or state law, rule or regulation shall be deemed to also
include references to any successor provisions or amendments.


 


(f)                                    Funding and expenses - Benefits under the Plan are not vested
or funded, and shall be paid out of the general assets of Constellation Energy
Group.  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 expenses of administering the Plan will be borne by Constellation
Energy Group.


 


(g)                                 Not a contract - Participation in this Plan shall not
constitute a contract of employment or Board membership between Constellation
Energy Group and any person and shall not be deemed to be consideration for, or
a condition of, continued employment or Board membership of any person.


 


(h)                                 Successors - 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.


 


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