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Exhibit 10(c)  


 
 

CONSTELLATION ENERGY GROUP, INC.
  NONQUALIFIED DEFERRED COMPENSATION PLAN (PLAN)    
  


        1.    Objective    The objective of this Plan is to enable certain management and key employees of Constellation
Energy Group and its subsidiaries to defer compensation. 



        2.    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 Committee on Management 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 9. 


        "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 8. 


        "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 3, the Vice President—Human Resources of Constellation Energy Group, (or the Vice-President succeeding
to that function). 


        "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 10. 


        "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. 




        3.    Plan Administration.    The Vice President—Human Resources of Constellation Energy Group, (or the
Vice-President succeeding to that function) 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. 


        4.    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 5, 6, 7, 8, 9 and 10, 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 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, 7, 8, 9 or 10, an employee may
participate in the Plan to the extent set forth in such designation. 


        5.    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 5. 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. 


        6.    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 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. 


        7.    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. 


        8.    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 


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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. Employees of Nine Mile Point Nuclear Station, LLC are not eligible to receive Matching Contributions
if they are receiving contributions under the Nine Mile Point Nuclear Station, LLC Excess Benefit Plan. 



        9.    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. With respect to a participant, such contribution and related
earnings are forfeited and not subject to distribution upon the participant's Termination From Employment prior to meeting the early retirement eligibility provisions under the Pension Plan of
Constellation Energy Group, Inc.; provided, however, no amount will be forfeited in the event of a participant's death prior to Termination From Employment; and further provided, however, that
the Plan Administrator in his/her sole discretion may determine that other special circumstances warrant no forfeiture with respect to one or more participants. 


        10.    Rollover Contributions.    A participant may rollover the participant's benefit under the Constellation Energy
Group, Inc. Supplemental Pension Plan, Senior Executive Supplemental Plan, Senior Management 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. 



        11.    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 (iii) credited with earnings at the T. Rowe Price
Summitt Cash Reserves Fund rate. 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. 


        12.    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. 


        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 701/2, if later, or
(iii) any calendar year between (i) and (ii). A participant may elect (by notification 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 twenty-five years. Such annual installments shall be made on a ratable basis, except the
participant may 


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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. 


        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. 


        If
the participant dies without designating a beneficiary in accordance with Section 13, 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. 


        Notwithstanding
anything herein contained to the contrary, if the participant dies and the total value of the participant's Plan Accounts is $50,000 or less, or the participant failed to
designate a form of beneficiary payment, the designated beneficiary will receive the entire unpaid balance of the participant's Plan Accounts within 60 days after notification to the Plan
Administrator of the participant's death. 


        If
the participant dies before his/her Termination from Employment, the entire unpaid balance of the participant's Plan Accounts shall be paid to the beneficiary(ies) designated by the
participant at such time and in such form specified by the participant by notification in the form and manner established by the Plan Administrator from time to time. Payment shall be made within
sixty (60) days after notice of death is received by the Plan Administrator, unless prior to the date of the participant's death, the participant elected (in the form and manner established by
the Plan Administrator from time to time) a delayed and/or installment distribution option for such beneficiary(ies); provided, however that the number of annual payments may not exceed 15 and must
begin in the first 60 days of the calendar year after the participant's death. 


        Upon
Termination from Employment, all prior beneficiary designations are void and the participant must make a new beneficiary designation within 30 days after Termination from
Employment. After the end of the thirtieth (30th) day after the participant's Termination from Employment, the beneficiary distribution election is irrevocable; provided, however, that
the participant may make a distribution election for a new beneficiary who is initially designated after the participant's Termination from Employment, and such election is irrevocable with respect to
the new beneficiary. 


        If
the participant dies after his/her Termination from Employment, the entire unpaid balance of the participant's Plan Accounts shall be paid to the beneficiary(ies) designated by the
participant at such time and in such form specified by the participant by notification in the form and manner established by the Plan Administrator from time to time. Payment shall be made within
sixty (60) days after notice of death is received by the Plan Administrator, unless prior to the end of the thirtieth (30th) calendar day after the date of the participant's
Termination From Employment, the participant elected (in the form and manner established by the Plan Administrator from time to time) a delayed and/or
installment distribution option for such beneficiary(ies); provided, however that installment distributions are available only if the participant elected for the participant to receive annual 


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installments, and the installments shall be paid to the beneficiary pursuant to such participant installment distribution election. 


        In
the event a participant's deferred Incentive Award is credited to the Plan after the participant's death, such Incentive Award shall be either paid to his/her beneficiary(ies), or if
a delayed and/or installment distribution option was elected for such beneficiary(ies), paid as part of the aggregate Plan Accounts in accordance with such election. 


        Upon
the death of a participant's beneficiary for whom a delayed and/or installment distribution option was elected, 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. Payment shall be made within sixty (60) days after notice of death is received by the Plan Administrator. 



        Notwithstanding
anything herein contained to the contrary, the Committee shall have the right in its sole discretion to vary the manner and timing of distributions, and may make such
distributions in a single payment or over a shorter or longer period of time than that elected by a participant. 


        13.    Beneficiaries.    A participant shall have the right to designate a beneficiary(ies) who is to receive a
distribution(s) pursuant to Section 12 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 designate a beneficiary(ies) who is to receive a distribution pursuant to Section 12 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 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, recision 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 12 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. 


        A
participant's beneficiary(ies) for whom a delayed and/or installment distribution option was elected shall have the right, after the death of the participant, to make investment
elections or changes in investment elections with respect to a participant's Plan Accounts to the same extent available to the participant pursuant to Section 11. A beneficiary(ies) of the
participant's beneficiary(ies) shall have no right to make any investment election or change in investment election pursuant to Section 11 with respect to a participant's Plan Accounts. 


        14.    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. 



        15.    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 


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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. 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. 


        16.    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. 


        This
Plan shall be governed in all respects by Maryland law. 


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Amendment to the
  Constellation Energy Group, Inc.
  Nonqualified Deferred Compensation Plan (Plan)    
  



        Notwithstanding anything in Section 12 of the Plan to the contrary, for Rollover Contributions effective December 31, 2001 in connection with
employment terminations related to management restructuring announced late in 2001, all or part of such Rollover Contributions may be distributed to a participant
in 2002 if the participant provides notification by December 31, 2001 in the form and manner established by the Plan Administrator. 


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CONSTELLATION ENERGY GROUP, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN (PLAN)

Amendment to the Constellation Energy Group, Inc. Nonqualified Deferred Compensation Plan (Plan)