Exhibit No. 10(b)


 


Constellation
Energy


Group, Inc.


Nonqualified
Deferred


Compensation
Plan


 


Amended
and Restated Effective


January 1,
2009


 

















 


TABLE
OF CONTENTS


 


	
  Purpose and Nature of the Plan

  	
  1

  
	
   

  	
   

  
	
  Part I: FOR BENEFITS EARNED AND VESTED ON OR AFTER JANUARY
  1, 2005 

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions

  	
  2

  
	
  2.

  	
  Plan Administration

  	
  3

  
	
  3.

  	
  Eligibility and Participation

  	
  4

  
	
  4.

  	
  Basic Compensation Deferral Election

  	
  4

  
	
  5.

  	
  Incentive Award Deferral Election

  	
  5

  
	
  6.

  	
  Other Award Deferral Election

  	
  5

  
	
  7.

  	
  Matching Contributions

  	
  6

  
	
  8.

  	
  Plan Accounts

  	
  6

  
	
  9.

  	
  Distribution of Plan Accounts

  	
  7

  
	
  10.

  	
  Beneficiaries

  	
  9

  
	
  11.

  	
  Valuation of Interest

  	
  9

  
	
  12.

  	
  Withdrawals

  	
  10

  
	
  13.

  	
  Compliance with Code Section 409A

  	
  10

  
	
  14.

  	
  Miscellaneous

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Part II: FOR BENEFITS EARNED AND VESTED BEFORE JANUARY 1,
  2005 

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions

  	
  13

  
	
  2.

  	
  Plan Administration

  	
  14

  
	
  3.

  	
  Eligibility and Participation

  	
  14

  
	
  4.

  	
  Basic Compensation Deferral Election

  	
  15

  
	
  5.

  	
  Incentive Award Deferral Election

  	
  15

  
	
  6.

  	
  Other Award Deferral Election

  	
  16

  
	
  7.

  	
  Matching Contributions

  	
  16

  
	
  8.

  	
  Death Benefit Contribution

  	
  16

  
	
  9.

  	
  Rollover Contributions

  	
  16

  
	
  10.

  	
  Plan Accounts

  	
  16

  
	
  11.

  	
  Distribution of Plan Accounts

  	
  17

  
	
  12.

  	
  Beneficiaries

  	
  19

  
	
  13.

  	
  Valuation of Interest

  	
  20

  
	
  14.

  	
  Withdrawals

  	
  20

  
	
  15.

  	
  Miscellaneous

  	
  21

  



 

















 


PURPOSE AND NATURE OF THE PLAN


 


Constellation
Energy Group, Inc. (the “Company”) established the Constellation Energy
Group, Inc. Nonqualified Deferred Compensation Plan (“Plan”) and maintains
the Plan as an unfunded retirement plan for a select group of management or
highly compensation employees.  The purpose
of this Plan is to enable certain management and key employees of Constellation
Energy Group and its subsidiaries to accumulate additional retirement income
through deferral of compensation and receipt of matching contributions in
excess of those permitted by the Constellation Energy Group, Inc. Employee
Savings Plan.  The Plan is  divided into two parts: the first applicable
to benefits earned and vested on or after January 1, 2005, which are
subject to Internal Revenue Code section 409A, and the second applicable to
benefits earned and vested before January 1, 2005, which are “grandfathered”
under Internal Revenue Code section 409A.


 


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PART I:                                                   FOR BENEFITS EARNED AND
VESTED ON OR AFTER JANUARY 1, 2005


 


1.                                       Definitions. 
All words beginning with an initial capital letter and not otherwise
defined herein shall have the meaning set forth in the Employee Savings
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:


 


“Basic
Compensation” means such compensation as set forth in the Employee Savings
Plan, without regard to the Internal Revenue Code Section 401(a)(17)
annual compensation limitation.


 


“Code” means
Internal Revenue of 1986, as amended.


 


“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.


 


“Death Benefit
Contributions” means the death benefit contributions described in Section 8.


 


“Deferred
Compensation” means any compensation payable by Constellation Energy Group or
its subsidiaries to a participant that is deferred under the provisions of this
Plan.


 


“Eligibility Date”
means the date Plan Administrator designates as the date that an employee
becomes eligible for the plan, generally a hire or promotion date.


 


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


 


“Executive Annual
Incentive Plan” means the Executive Annual Incentive Plan of Constellation
Energy Group, Inc. as may be amended from time to time, or any successor
plan, and/or any other incentive plan designated in writing by the Plan
Administrator.


 


“Incentive Award”
means an award granted under the Executive Annual Incentive Plan or the Senior
Management Annual Incentive Plan.


 


2

















 


“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 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.


 


“Matching
Contributions” means the matching contributions described in Section 7.


 


“Plan
Accounts” means amounts of a participant’s and employer’s contributions, and
earnings under the Plan.


 


“Plan
Administrator” means, as set forth in Section 2, the senior human
resources executive of Constellation Energy Group, Inc..


 


“Rabbi Trust”
means the trust established by Constellation Energy Group pursuant to Grantor
Trust Agreement dated as of April 30, 1999 between Constellation Energy
Group and T. Rowe Price Trust Company.


 


“Senior Management
Annual Incentive Plan” means the Senior Management Annual Incentive Plan of
Constellation Energy Group, Inc. as may be amended from time to time, or
any successor plan, and/or any other incentive plan designated in writing by
the Plan Administrator.


 


“Severance from Service
Date” means 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.


 


2.                                       Plan Administration. 
The senior human resources executive of Constellation Energy Group, Inc.
is the Plan Administrator and has the sole authority (except as specified
otherwise herein) to interpret the Plan, and, in general, to make all other
determinations advisable 


 


3

















 


for the
administration of the Plan to achieve its stated objective.


 


Appeals of written decisions by the Plan Administrator may be made to
the Committee.  Decisions by the
Committee 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.


 


3.                                       Eligibility and
Participation.  Each officer, management or key employee of
Constellation Energy Group or its subsidiaries, may be designated in writing by
the Plan Administrator as eligible to participate with respect to one or more
of the provisions of Sections 4, 5, 6, and 7, which designation will also
indicate whether all or part of such participant’s Plan Accounts will be held
in the Rabbi Trust and shall identify the Eligibility Date.  Once designated, eligibility shall continue
until such designation is withdrawn at the discretion and by written order of
the Plan Administrator.  Notwithstanding
subsequent withdrawal of eligibility of an employee, such an employee with Plan
Accounts will remain a participant of the Plan, except that no further
deferrals of compensation under the Plan are permitted.  While designated as eligible with respect to
one or more of the provisions of Sections 5, 6, or 7, an employee may
participate in the Plan to the extent set forth in such designation. A newly
eligible employee shall begin participating in the Plan no earlier than the January 1
of the year following the date that is 31 days after the employee’s Eligibility
Date.


 


4.                                       Basic Compensation
Deferral Election.  Unless otherwise designated in
writing by the Plan Administrator, a participant may defer Basic Compensation
as set forth in this Section 4.  A
participant may elect to defer up to 15% of monthly Basic Compensation.  A participant may also elect to defer up to
85% of monthly Basic Compensation, if any, after cumulative monthly Basic
Compensation for the calendar year exceeds the dollar limitation set forth in
Internal Revenue Code Section 401(a)(17) (as adjusted by the Commissioner
for increases in the cost of living in accordance with Internal Revenue Code Section 401(a)(17)(B)).  Any deferrals shall be in 1% multiples, or in
such other manner established by the Plan Administrator from time to time,
subject to adjustment as necessary to provide for any required withholding taxes.


 


4

















 


(a)                                  Initial election: 
The initial election shall be made by notification in the form and
manner established by the Plan Administrator from time to time, but no later
than December 31 of the year in which the date that is 31 days after the
Eligibility Date occurs.  Such election
shall be effective as of the beginning of the year following the date that is
31 days after the Eligibility Date.


 


(b)                                 Annual election: 
An election shall be made by notification in the form and manner
established by the Plan Administrator from time to time, but no later than December 31
of the year preceding the year in which the Basic Compensation is earned.  The election shall be effective as of the
beginning of the year in which the services connected with the Basic
Compensation are to be performed.


 


(c)                                  Revocation: An election may be revoked by
notification in the form established by the Plan Administrator from time to
time, and shall be effective as of the beginning of the year following the year
during which the revocation is received by the Plan Administrator


 


5.                                       Incentive Award Deferral
Election.  Unless otherwise designated in writing by the
Plan Administrator,  a participant may
elect to defer Incentive Award compensation in 1% multiples, or in such other
manner established by the Plan Administrator from time to time, subject to
adjustment as necessary to provide for any required withholding taxes.  Such election shall be made annually by
notification in the form and manner established by the Plan Administrator from
time to time, but no later than December 31 of the year preceding the
Incentive Award performance year.  Such
election shall be effective as of the first day of the performance year.  Notwithstanding the foregoing, the Plan Administrator
may permit a deferral election of Incentive Award compensation up to a date no
later than 6 months before the end of the performance year. Such election shall
be effective as of the first day of the performance year.


 


6.                                       Other Deferral Election. 
Unless otherwise designated in writing by the Plan Administrator, a
participant may elect to defer, in 1% multiples, other forms of compensation
that are designated in writing by the Plan Administrator.  Such election must be made prior to the date
upon which there is a legally binding right to payment, by notification in the
form and manner 


 


5

















 


established by the Plan
Administrator from time to time.  Such
election is effective upon execution. 
All elections under this Section are irrevocable once effective.


 


7.                                       Matching Contributions. Matching Contributions are made by
Constellation Energy Group to the Plan, after a participant’s cumulative
monthly Basic Compensation for the calendar year exceeds the dollar limitation
set forth in Internal Revenue Code Section 401(a) (17) (as adjusted
by the Commissioner for increases in the cost of living in accordance with
Internal Revenue Code Section 401(a) (17) (B)), in an amount equal to
the rate of Company Matching Contributions under the Employee Savings Plan
multiplied by a participant’s monthly Basic Compensation deferral.


 


8.                                       Plan Accounts. Contributions shall be (a) credited
to participant Plan Accounts as soon as practicable; (b) to the extent
designated by the Plan Administrator, held for the benefit of the participant
in the Rabbi Trust; and (c) credited with earnings at the T. Rowe Price
Summitt Cash Reserves Fund rate, or such other fund as shall replace this fund
in the Employee Savings Plan.  However, a
participant may elect (by notification in the form and manner established by
the Plan Administrator from time to time) to have all or a portion of his/her
Plan Accounts credited with earnings at a rate equal to the T. Rowe Price
Summitt Cash Reserves Fund rate, the T. Rowe Price New Income Fund rate, or one
or more of the rates earned by investment options available under the Employee
Savings Plan, except the Common Stock Fund and the Interest Income Fund.  Earnings are credited to Plan Accounts
commencing on the day the contributions are credited to the Plan Accounts.  Plan Accounts will be
valued daily in the same manner as for Investment Funds under the Employee
Savings Plan.


 


A participant may elect
to change the investment options for future contributions, which election shall
be effective when the next contributions are credited to the participant’s Plan
Accounts.  A participant may elect to
reallocate to other investment options current Plan Accounts, which election
shall be effective at the same time as, and valued in accordance with, the
interfund transfer provisions under the Employee Savings Plan.  Such elections shall be made by notification
in the form and manner established by the Plan Administrator from time to time.


 


6

















 


Earnings are credited to
Plan Accounts through the date of distribution, and amounts held for
installment payments shall continue to be credited with earnings, as specified
in this Section 8.


 


9.                                       Distributions of Plan
Accounts.  Distributions of Plan Accounts shall be made
in cash only, and to the extent designated by the Plan Administrator, from the
Rabbi Trust. Subject to Section 9(c), distribution elections shall be
effective as of the date received by the Plan Administrator.


 


(a)                                  Elections as to timing.


 


(i)                                     Timing of distribution. 
At the time of the participant’s initial deferral election pursuant to Section 4(a),
the participant shall elect (in the form and manner established by the Plan
Administrator from time to time) to begin distributions (A) in the
calendar year following the calendar year of the participant’s Severance from
Service Date; (B) in the year following the year in which a participant
attains age 70-1/2, if later, or (C) any calendar year between (A) and
(B). The single payment or the first installment payment, whichever is
applicable, shall be made within the first sixty (60) days of the calendar year
elected for distribution. Subsequent installments, if any, shall be made within
the first sixty (60) days of each succeeding calendar year until the
participant’s Plan Accounts are distributed. 
In the event no timely election is made, a participant shall receive the
distribution within the first sixty (60) days of the year following the
participant’s Severance from Service Date.


 


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


 


7














 


(b)                                 Elections as to form. At the time of the participant’s
initial deferral election pursuant to Section 4(a), the participant shall
elect (in the form and manner established by the Plan Administrator from time
to time) to receive distributions in a single payment or in annual installments
during a period not to exceed ten (10) years.   Such annual installments shall be made on a
ratable basis, except the participant may elect a different initial installment
payment (expressed as a percentage of the participant’s Plan Account
balance).  In the event no timely
election is made, a participant shall receive a distribution in a single
payment.


 


(c)                                  Change of election. A participant can make a subsequent
distribution election as to timing or form. 
However, such election shall take effect no earlier than 12 months from
the date the subsequent election 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.  If the
participant elects a distribution pursuant to Section 9(a)(i) or (b),
a participant may revoke the election no later than 12 months before the
scheduled payment date.


 


(d)                                 Benefits payable upon
death: If the
participant dies without designating a beneficiary in accordance with Section 10,
or if the designated beneficiaries predeceases the participant, the entire
unpaid balance of his/her Plan Accounts shall be paid to the participant’s
estate within 60 days after notification to the Plan Administrator of the participant’s
death.


 


If the participant dies,
the entire unpaid balance of the participant’s Plan Accounts shall be paid to
the beneficiary(ies) designated by the participant. Payment shall be in the
form of a lump sum, and shall be made within sixty (60) days after notice of
death is received by the Plan Administrator.


 


In the event a
participant’s deferred Incentive Award is credited to the Plan after the
participant’s death, such Incentive Award shall be paid to the participant’s
beneficiary(ies) in the form of lump sum as soon as administratively feasible.


 


8

















 


In the event that a
participant’s beneficiary dies prior to the distribution of the participant’s
Plan Account, the entire unpaid balance of the participant’s Plan Accounts
shall be paid in a lump sum to the beneficiary(ies) designated by the
participant’s beneficiary by notification in the form and manner established by
the Plan Administrator 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) days after notice of death is
received by the Plan Administrator.


 


10.                                 Beneficiaries. 
A participant shall have the right to designate a beneficiary(ies) who
is to receive a distribution pursuant to Section 9 in the event of the
death of the participant.


 


Any designation, change
or rescission of the designation of beneficiary shall be made by notification
in the form and manner established by the Plan Administrator from time to
time.  The last designation of
beneficiary received by the Plan Administrator shall be controlling over any
testamentary or purported disposition by the participant (or, if applicable,
the participant’s beneficiary(ies)), provided that no designation, rescission
or change thereof shall be effective unless received by the Plan Administrator
prior to the death of the participant (or, if applicable, 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 Interest. 
The Plan Administrator shall cause the value of a participant’s Plan
Accounts, at least once per year as of December 31, to be determined
separately and be reported to Constellation Energy Group and the
participant.  Valuation of a participant’s
Plan Accounts shall be determined in accordance with the procedures contained
in the Employee Savings Plan.


 


9

















 


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


 


The amount of a hardship
withdrawal will be limited to the amount reasonably necessary to satisfy the
financial need, which may include any amounts necessary to pay Federal, state,
local, or foreign taxes that are reasonably anticipated to arise from the
distribution.  Payment may not be made to
the extent that such hardship is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by
liquidation of the participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or (iii) 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.


 


13.                                 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 


 


10

















 


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).


 


14.                                 Miscellaneous. 
A participant’s Plan Accounts shall not 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 (a) to the
extent specially mandated and directed by applicable state or federal statute;
and (b) 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 at the written
direction of the Committee.


 


No amendment to or
termination of this Plan shall impair the rights of any participant or
beneficiary with respect to amounts in his/her Plan Accounts before the date of
such amendment or termination.


 


Participation in this
Plan shall not constitute a contract of employment between 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, notwithstanding
the creation of the Rabbi Trust, is intended to be unfunded for purposes of
Title I of the Employee Retirement Income Security Act of 1974.  Constellation Energy Group shall make
contributions to the Rabbi Trust in accordance with the terms of the Rabbi
Trust.  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.


 


In the event
Constellation Energy Group becomes a party to a merger, consolidation, sale of
substantially all of


 


11

















 


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
law principles.


 


12

















 


PART II:                                               FOR BENEFITS EARNED AND
VESTED BEFORE JANUARY 1, 2005


 


 


1.                                       Definitions. 
All words beginning with an initial capital letter and not otherwise
defined herein shall have the meaning set forth in the Employee Savings
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:


 


“Basic
Compensation” means such compensation as set forth in the Employee Savings
Plan, without regard to the Internal Revenue Code Section 401(a)(17)
annual compensation limitation.


 


“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.


 


“Death Benefit
Contributions” means the death benefit contributions described in Section 8.


 


“Deferred
Compensation” means any compensation payable by Constellation Energy Group or
its subsidiaries to a participant that is deferred under the provisions of this
Plan.


 


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


 


“Executive Annual
Incentive Plan” means the Executive Annual Incentive Plan of Constellation
Energy Group, Inc. as may be amended from time to time, or any successor
plan, and/or any other incentive plan designated in writing by the Plan
Administrator.


 


“Incentive Award”
means an award granted under the Executive Annual Incentive Plan or the Senior
Management Annual Incentive Plan.


 


“Matching
Contributions” means the matching contributions described in Section 7.


 


“Plan
Accounts” means amounts of a participant’s and employer’s contributions, and
earnings under the Plan.


 


13

















 


“Plan
Administrator” means, as set forth in Section 2, the senior human
resources executive of Constellation Energy Group, Inc.


 


“Rabbi Trust”
means the trust established by Constellation Energy Group pursuant to Grantor
Trust Agreement dated as of April 30, 1999 between Constellation Energy
Group and T. Rowe Price Trust Company.


 


“Rollover
Contributions” means the rollover contributions described in Section 9.


 


“Senior Management
Annual Incentive Plan” means the Senior Management Annual Incentive Plan of
Constellation Energy Group, Inc. as may be amended from time to time, or
any successor plan, and/or any other incentive plan designated in writing by
the Plan Administrator.


 


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


 


2.                                       Plan Administration. 
The senior human resources executive of Constellation Energy Group, Inc.
is the Plan Administrator and has the 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
Committee.  Decisions by the Committee
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.


 


3.                                       Eligibility and
Participation.  Each officer, management or key employee of
Constellation Energy Group or its subsidiaries, may be designated in writing by
the Plan Administrator as eligible to participate with respect to one or more
of the provisions of Sections 4, 5, 6, 7, 8, and 9, which designation will also
indicate whether all or part of such participant’s Plan Accounts will be held
in the Rabbi Trust.  Once designated,
eligibility shall continue until such designation is withdrawn at the 


 


14

















 


discretion and by
written order of the Plan Administrator. 
Notwithstanding subsequent withdrawal of eligibility of an employee,
such an employee with Plan Accounts will remain a participant of the Plan,
except that no further deferrals of compensation under the Plan are
permitted.  While designated as eligible
with respect to one or more of the provisions of Sections 4, 5, 6, 7, 8, or 9,
an employee may participate in the Plan to the extent set forth in such
designation.


 


4.                                       Basic Compensation
Deferral Election.  Unless otherwise designated in
writing by the Plan Administrator, a participant may defer Basic Compensation
as set forth in this Section 4.  A
participant may elect to defer up to 15% of monthly Basic Compensation.  A participant may also elect to defer up to
85% of monthly Basic Compensation, if any, after cumulative monthly Basic
Compensation for the calendar year exceeds the dollar limitation set forth in
Internal Revenue Code Section 401(a)(17) (as adjusted by the Commissioner
for increases in the cost of living in accordance with Internal Revenue Code Section 401(a)(17)(B)).  Any deferrals shall be in 1% multiples, or in
such other manner established by the Plan Administrator from time to time,
subject to adjustment as necessary to provide for any required withholding taxes.  Such election shall be made by notification
in the form and manner established by the Plan Administrator from time to time,
and shall be effective as of the beginning of the month following the month
during which the election is received by the Plan Administrator.  Such election may be revoked by notification
in the form and manner established by the Plan Administrator from time to time,
and shall be effective as of the beginning of the month following the month
during which the revocation is received by the Plan Administrator.


 


5.                                       Incentive Award Deferral
Election.  A participant may elect to defer Incentive
Award compensation in 1% multiples, or in such other manner established by the
Plan Administrator from time to time, subject to adjustment as necessary to
provide for any required withholding taxes. 
Such election shall be made annually by notification in the form and
manner established by the Plan Administrator from time to time.  Such annual election shall be made prior to
the Incentive Award performance year, and shall be effective as of the first
day of such performance year.  If a
participant initially becomes eligible to participate in the Plan during a
performance year, the election for such performance year 


 


15

















 


must be made prior
to the date the participant initially becomes eligible to participate in the
Plan, and shall be effective on such date. 
Elections under this Section are irrevocable once effective.


 


6.                                       Other Deferral Election. 
A participant may elect to defer, in 1% multiples, other forms of
compensation that are designated in writing by the Plan Administrator.  Such election must be made prior to the date
the compensation is earned by the participant, by notification in the form and
manner established by the Plan Administrator from time to time.  Such election is effective as of the date the
compensation is earned.  Elections under
this Section are irrevocable once effective.


 


7.                                       Matching Contributions. Matching Contributions are made by
Constellation Energy Group to the Plan, after a participant’s cumulative
monthly Basic Compensations for the calendar year exceeds the dollar limitation
set forth in Internal Revenue Code Section 401(a) (17) (as adjusted
by the Commissioner for increases in the cost of living in accordance with
Internal Revenue Code Section 401(a) (17) (B)), in an amount equal to
the rate of Company Matching Contributions under the Employee Savings Plan
multiplied by a participant’s monthly Basic Compensation deferral.


 


8.                                       Death Benefit Contribution. 
Constellation Energy Group made contributions to separate Plan Account
balances during 2001 on behalf of certain participants in connection with
modifications made to the Company’s management death benefit program.


 


9.                                       Rollover Contributions. 
A participant may rollover into this Plan the participant’s benefit
earned and vested prior to January 1, 2005 under the Constellation Energy
Group, Inc. Supplemental Pension Plan, Senior Executive Supplemental Plan,
Senior Management Supplemental Pension Plan,  the
Supplemental Executive Pension Plan, or the Benefit Restoration Plan
(collectively, SERPs), upon the participant’s retirement under a SERP, but for
the Benefit Restoration Plan only if the present value of such participant’s
benefit under that plan is at least $50,000.


 


10.                                 Plan Accounts. Contributions shall be (i) credited
to participant Plan Accounts as soon as practicable; (ii) to the extent
designated by the Plan Administrator, held for the benefit of the participant
in the Rabbi Trust; and


 


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(iii) credited
with earnings at the T. Rowe Price Summitt Cash Reserves Fund rate, or such
other fund as shall replace this fund in the Employee Savings Plan.  However, a participant may elect (by
notification in the form and manner established by the Plan Administrator from
time to time) to have all or a portion of his/her Plan Accounts credited with
earnings at a rate equal to the T. Rowe Price Summitt Cash Reserves Fund rate,
the T. Rowe Price New Income Fund rate, or one or more of the rates earned by investment
options available under the Employee Savings Plan, except the Common Stock Fund
and the Stable Value Fund.  Earnings are
credited to Plan Accounts commencing on the day the contributions are credited
to the Plan Accounts.  Plan Accounts will be valued daily
in the same manner as for Investment Funds under the Employee Savings Plan.


 


A participant may
elect to change the investment options for future contributions, which election
shall be effective when the next contributions are credited to the participant’s
Plan Accounts.  A participant may elect
to reallocate to other investment options current Plan Accounts, which election
shall be effective at the same time as, and valued in accordance with, the
interfund transfer provisions under the Employee Savings Plan.  Such elections shall be made by notification
in the form and manner established by the Plan Administrator from time to time.


 


11.                                 Distributions of Plan
Accounts.  Distributions of Plan Accounts shall be made
in cash only, and to the extent designated by the Plan Administrator, from the
Rabbi Trust.


 


(a)                                  Elections as to timing. Prior to the end of the thirtieth (30th) calendar day after the date of a participant’s
Termination From Employment such participant must elect the timing of distributions
of his/her Plan Accounts.  The
participant may elect (by notification in the form and manner established by
the Plan Administrator from time to time) to begin distributions (i) in
the calendar year following the calendar year of the participant’s Termination
From Employment, (ii) in the year following the year in which a
participant attains age 70-1/2, if later, or (iii) any calendar year
between (i) and (ii).


 


(b)                                 Elections as to form. A participant may elect (by notification
in the form and manner established by 


 


17

















 


the Plan
Administrator from time to time) to receive distributions in a single payment
or in annual installments during a period not to exceed twenty-five (25)
years.  Such annual installments shall be
made on a ratable basis, except the participant may elect a different initial
installment payment (expressed as a percentage of the participant’s Plan
Account balance).  The single payment or
the first installment payment, whichever is applicable, shall be made within
the first sixty (60) days of the calendar year elected for distribution.  Subsequent installments, if any, shall be
made within the first sixty (60) days of each succeeding calendar year until
the participant’s Plan Accounts are distributed.  In the event no election is made prior to the
end of the thirtieth (30th) calendar day after the date of a
participant’s Termination From Employment, a participant shall receive a
distribution in a single payment within the first sixty (60) days of the
following year.


 


Earnings are
credited to Plan Accounts through the date of distribution, and amounts held
for installment payments shall continue to be credited with earnings, as
specified in Section 11.


 


(c)                                  Revocation of elections. 
A participant’s distribution election is irrevocable on the thirtieth
(30th) calendar day after the date of a
participant’s Termination From Employment; provided, however a participant may
subsequently make a one-time post-employment termination distribution election
to receive a lump-sum payout of the participant’s remaining balance, provided
such election is made no later than December 31 of the year that is at
least one full calendar year prior to the distribution date, and is in the form
and manner established by the Plan Administrator.


 


(d)                                 Benefits payable upon
death. If the participant dies without
designating a beneficiary in accordance with Section 12, or if none of the
designated beneficiaries are alive, the entire unpaid balance of his/her Plan
Accounts shall be paid to the participant’s estate within 60 days after
notification to the Plan Administrator of the participant’s death.


 


If the participant
who has designated a beneficiary(ies) in accordance with Section 12 dies, 


 


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the entire unpaid
balance of the participant’s Plan Accounts shall be paid to the
beneficiary(ies) designated by the participant. 
Payment shall be in the form of a lump sum, and shall be made within
sixty (60) days after notice of death is received by the Plan Administrator.


 


In the event a
participant’s deferred Incentive Award is credited to the Plan after the
participant’s death, such Incentive Award shall be paid to the participant’s
beneficiary(ies) in the form of a lump sum as soon as administratively
feasible.


 


In the event that
a participant’s beneficiary does prior to the distribution of the participant’s
Plan Accounts, the entire unpaid balance of the participant’s Plan Accounts
shall be paid to the beneficiary(ies) designated by the participant’s
beneficiary by notification in the form and manner established by the Plan
Administrator from time to time or, if no designation was made, to the estate
of the participant’s beneficiary(ies). 
Payment shall be made within sixty (60) days after notice of death is
received by the Plan Administrator.


 


12.                                 Beneficiaries. 
A participant shall have the right to designate a beneficiary(ies) who
is to receive a distribution(s) pursuant to Section 11 in the event
of the death of the participant.


 


Any designation,
change or rescission of the designation of beneficiary shall be made by
notification in the form and manner established by the Plan Administrator from
time to time.  The last designation of
beneficiary received by the Plan Administrator shall be controlling over any
testamentary or purported disposition by the participant (or, if applicable,
the participant’s beneficiary(ies)), provided that no designation, rescission
or change thereof shall be effective unless received by the Plan Administrator
prior to the death of the participant (or, if applicable, 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 11 may be made to the person(s) or
entity (including a trust) entitled thereto under the will of the participant 


 


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(or, if
applicable, the participant’s beneficiary(ies)), or, in the case of intestacy,
under the laws relating to intestacy.


 


13.                                 Valuation of Interest. 
The Plan Administrator shall cause the value of a participant’s Plan
Accounts, at least once per year as of December 31, to be determined
separately and be reported to Constellation Energy Group and the participant
(or, if applicable, the participant’s beneficiary(ies)).  Valuation of a participant’s Plan Accounts
shall be determined in accordance with the procedures contained in the Employee
Savings Plan.


 


14.                                 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 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 (i) through
reimbursement or compensation by insurance or otherwise, (ii) by
liquidation of the participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or (iii) 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.


 


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15.                                 Miscellaneous. 
A participant’s Plan Accounts shall not 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;
and (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 at the written
direction of the Committee.  No amendment
to or termination of this Plan shall impair the rights of any participant or
beneficiary with respect to amounts in his/her Plan Accounts before the date of
such amendment or termination.


 


Participation in
this Plan shall not constitute a contract of employment between 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,
notwithstanding the creation of the Rabbi Trust, is intended to be unfunded for
purposes of Title I of the Employee Retirement Income Security Act of 1974.  Constellation Energy Group shall make
contributions to the Rabbi Trust in accordance with the terms of the Rabbi
Trust.  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.


 


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


 


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