EXHIBIT No. 10 (d)


This
document constitutes part of a prospectus covering securities

that have been registered under the Securities Act of 1933.


Constellation Energy Group, Inc.

Amended and Restated Management Long-Term Incentive Plan

(Plan)


1.             Objective.  The objective of this Plan is to
increase shareholder value by providing a long-term incentive to reward
management level and other designated employees of Constellation Energy and its
Subsidiaries, whose responsibilities include the continued growth, development,
and financial success of Constellation Energy and its Subsidiaries, for the
continued profitable performance of Constellation Energy and its
Subsidiaries.  The Plan is also designed
to assist Constellation Energy and its Subsidiaries to retain talented and
motivated management level and other designated employees and to increase their
ownership of Constellation Energy common stock.


2.             Definitions.  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:


“Award” means
individually or collectively, Restricted Stock, Restricted Stock Units,
Options, Performance Units, Stock Appreciation Rights, or Dividend Equivalents
granted under this Plan.


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


“Book Value” means the
book value of a share of Stock determined in accordance with Constellation
Energy’s regular accounting practices as of the last business day of the month
immediately preceding the month in which a Stock Appreciation Right is
exercised as provided in Section 10.


“Constellation Energy”
means Constellation Energy Group, Inc., a Maryland corporation, or its
successor, including any “New Company” as provided in Section 14I.


“Code” means the Internal
Revenue Code of 1986, as amended. 
Reference in the Plan to any section of the Code will be deemed to
include any amendments or successor provisions to such section and any
regulations promulgated thereunder.


“Covered Award” means any
Award granted under the Plan on or after November 28, 2005.


“Date of Grant” means the
date on which the granting of an Award is authorized by the Plan Administrator
or such later date as may be specified by the Plan Administrator in such
authorization.


“Date of Retirement”
means the date of Retirement or Early Retirement.


“Disability” means the
determination that a Participant is “disabled” under the Constellation Energy
disability plan in effect at that time.









 



“Dividend Equivalent”
means an award granted under Section 11.


“Early Retirement” means
retirement prior to the Normal Retirement Date.


“Earned Performance Award”
means an actual award of a specified number of Performance Units (or shares of
Restricted Stock or Restricted Stock Unit, as the context requires) which the
Plan Administrator has determined have been earned and are payable (or, in the
case of Restricted Stock or Restricted Stock Units, earned and with respect to
which restrictions will lapse) for a particular Performance Period.


“Eligible Employee” means
any person employed by Constellation Energy or a Subsidiary on a regularly
scheduled basis who satisfies all of the requirements of Section 5.


“Excluded Transactions”
has the meaning set forth in Section 12.


“Exercise Period” means
the period or periods during which a Stock Appreciation Right is exercisable as
described in Section 10.


“Fair Market Value” means
the average of the highest and lowest price at which the Stock was sold regular
way on the New York Stock Exchange-Composite Transactions on a specified date; provided, however, that notwithstanding the
foregoing, solely for purposes of determining the Option price per share of
Stock under Section 8C for Option grants made after October 19, 2006, “Fair
Market Value” means the price at which the Stock was last sold on the New York
Stock Exchange-Composite Transactions on the Date of Grant.


“Incentive Stock Option”
means an incentive stock option within the meaning of Section 422 of the
Code.


“1934 Act” means the
Securities Exchange Act of 1934, as amended.


“Normal Retirement Date”
is the retirement date as described in the Pension Plan or a Subsidiary’s
retirement or pension plan.


“Option” or “Stock Option”
means either a nonqualified stock option or an incentive stock option granted
under Section 8.


“Option Period” or “Option
Periods” means the period or periods during which an Option is exercisable as
described in Section 8.


“Participant” means an
employee of Constellation Energy or a Subsidiary who has been granted an Award
under this Plan.


“Pension Plan” means the
Pension Plan of Constellation Energy Group, Inc. as may be amended from
time to time.



 2
 






 



“Performance-Based” means
that in determining the amount of a Restricted Stock or Restricted Stock Unit
Award payout, the Plan Administrator will take into account the performance of
the Participant, Constellation Energy, one or more Subsidiaries, or any
combination thereof.


“Performance Period”
means a period of time, established by the Plan Administrator at the time an
Award is granted, during which corporate and/or individual performance is
measured.


“Performance Unit” means
a unit of measurement equivalent to such amount or measure as defined by the
Plan Administrator which may include, but is not limited to, dollars, market
value shares, or book value shares.


“Plan Administrator”
means, as set forth in Section 4, the Chief Executive Officer of
Constellation Energy.


“Restricted Stock” means
an Award granted under Section 7.


“Restricted Stock Unit”
means a right granted under Section 7 that is denominated in shares of
stock, each of which represents a right to receive the value of a share of
stock (or a percentage of such value, which percentage may be higher than 100%)
upon the terms and conditions set forth by the Committee.


“Retirement” means
retirement on or after the “Normal Retirement Date” (as such term is defined in
the Pension Plan or a Subsidiary’s retirement or pension plan).


“Service-Based” means
that in determining the amount of a Restricted Stock or Restricted Stock Unit
Award payout, the Plan Administrator will take into account only the period of
time that the Participant performed services for Constellation Energy or its
Subsidiaries since the Date of Grant.


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


“Stock Appreciation Right”
means an Award granted under Section 10.


“Subsidiary(ies)” means
any corporation of which 20% or more of its outstanding voting stock or voting
power is beneficially owned, directly or indirectly, by Constellation Energy.


“Target Performance Award”
means a targeted award of a specified number of Performance Units (or shares of
Restricted Stock or Restricted Stock Unit, as the context requires) which may
be earned and payable (or, in the case of Restricted Stock or Restricted Stock
Unit, earned and with respect to which restrictions will lapse) based upon the
performance objectives for a particular Performance Period, all as determined
by the Plan Administrator.  The Target
Performance Award will be a factor in the Plan Administrator’s ultimate
determination of the Earned Performance Award.



 3
 






 



“Termination” means
resignation or discharge from employment with Constellation Energy or any of
its Subsidiaries except in the event of death, Disability, Retirement or Early
Retirement.


3.             Effective Date and
Duration.


A.            Effective Date.  The Plan
became effective as of February 1, 1998, and was most recently amended and
restated effective as of October 19, 2006.


B.            Period for Grants of Awards.  Awards
may be made as provided herein for a period of 10 years after
February 1, 1998.


C.            Grants Outstanding.  Grants
outstanding at the effective time of the share exchange between Constellation
Energy and the common stockholders of Baltimore Gas and Electric Company (BGE)
were converted from BGE common stock-based grants to Constellation Energy
common stock-based grants.


4.             Plan
Administration.  The Chief Executive Officer of Constellation
Energy is the Plan Administrator and has sole authority (except as specified
otherwise herein) to determine all questions of interpretation and application
of the Plan, or of the terms and conditions pursuant to which Awards are
granted, exercised or forfeited under the Plan provisions, and, in general, to
make all determinations advisable for the administration of the Plan to achieve
its stated objective.  Such
determinations 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.


5.             Eligibility.  Each
employee of Constellation Energy who holds a management level position, and
other employees of Constellation Energy and its Subsidiaries, may be designated
by the Plan Administrator as a Participant, from time to time, with respect to
one or more Awards.  No employee of
Constellation Energy or its Subsidiaries shall have any right to be granted an
Award under this Plan.


6.             Grant of Awards
and Limitation of Number of Shares Awarded.  The Plan Administrator
may, from time to time, grant Awards to one or more Eligible Employees,
provided that (i) subject to any adjustment pursuant to Section 14H,
the aggregate number of shares of Stock subject to Awards under this Plan may
not exceed three million (3,000,000) shares; (ii) to the extent that an
Award lapses or the rights of the Participant to whom it was granted terminate,
any shares of Stock subject to such Award shall again be available for the
grant of an Award under the Plan; and (iii) shares delivered by
Constellation Energy under the Plan may be authorized and unissued Stock, Stock
held in the treasury of Constellation Energy, or Stock purchased on the open
market (including private purchases) in accordance with applicable securities
laws.


7.             Restricted Stock and
Restricted Stock Unit Awards.


A.            Grants of Restricted Shares or Units.  One
or more shares of Restricted Stock or Restricted Stock Units may be granted to
any Eligible Employee.  The 



 4
 






 



Restricted Stock will be
issued or Restricted Stock Unit granted to the Participant on the Date of Grant
without the payment of consideration by the Participant.  The Restricted Stock will be issued or
Restricted Stock Unit granted either in the name of the Participant or in an
agent account on behalf of one or more Participants, and will bear a
restrictive legend prohibiting sale, transfer, pledge or hypothecation of the
Restricted Stock or Restricted Stock Unit until the expiration of the
restriction period.


The Plan Administrator
may also impose such other restrictions and conditions on the Restricted Stock
or Restricted Stock Unit as it deems appropriate, and will designate the grant
as either a Service-Based or Performance-Based Award.


Upon issuance to the
Participant of the Restricted Stock, the Participant will have the right to
vote the Restricted Stock.  Upon issuance
to the Participant of the Restricted Stock or grant of the Restricted Stock
Unit and subject to the Plan Administrator’s discretion, the Participant will
have the right to receive the cash dividends (or Dividend Equivalents as
provided in Section 11) distributable with respect to such shares or
units, with such dividends or Dividend Equivalents treated as compensation to
the Participant.  The Plan Administrator,
in his/her sole discretion, may direct the accumulation and payment of
distributable dividends to the Participant at such times, and in such form and
manner, as determined by the Plan Administrator.


B.            Service-Based Award.


i.              Restriction Period.  At the time a Service-Based Restricted
Stock or Restricted Stock Unit Award is granted, the Plan Administrator will
establish a restriction period applicable to such Award which will be not less
than one year and not more than ten years. 
Each Restricted Stock or Restricted Stock Unit Award may have a
different restriction period, at the discretion of the Plan Administrator.


ii.             Forfeiture or Payout of Award.  In the event a Participant ceases
employment during a restriction period, a Restricted Stock or Restricted Stock
Unit Award is subject to forfeiture or payout (i.e., removal of restrictions)
as follows: (a) Termination—the Restricted Stock or Restricted Stock Unit
Award is completely forfeited; (b) Retirement, Disability or death—payout
of the Restricted Stock or Restricted Stock Unit Award is prorated for service
during the period; or (c) Early Retirement—if at the Participant’s
request, the payout or forfeiture of the Restricted Stock or Restricted Stock
Unit Award is determined at the discretion of the Plan Administrator, or if at
Constellation Energy’s request, payout of the Restricted Stock or Restricted
Stock Unit Award is prorated for service during the period; provided, however,
that the Plan Administrator may modify the above if it determines at his/her
sole discretion that special circumstances warrant such modification.


Any shares of
Restricted Stock which are forfeited will be transferred to Constellation
Energy.



 5
 






 



Upon completion of
the restriction period, all Award restrictions will expire and certificates
representing the Award will be issued (the payout) without the restrictive
legend described in Section 7A.


C.            Performance-Based
Award.


i.              Restriction Period.  At the time a Performance-Based
Restricted Stock or Restricted Stock Unit Award is granted, the Plan
Administrator will establish a restriction period applicable to such Award
which will be not less than one year and not more than ten years.  Each Restricted Stock or Restricted Stock
Unit Award may have a different restriction period, at the discretion of the
Plan Administrator.  The Plan
Administrator will also establish a Performance Period.


ii.             Performance Objectives.  The Plan Administrator will determine,
no later than 90 days after the beginning of each Performance Period, the
performance objectives for each Participant’s Target Performance Award and the
number of shares of Restricted Stock or Restricted Stock Units for each Target
Performance Award that will be issued on the Date of Grant.  Performance objectives may vary from Participant
to Participant and will be based upon such performance criteria or combination
of factors as the Plan Administrator deems appropriate, which may include, but
not be limited to, the performance of the Participant, Constellation Energy,
one or more Subsidiaries, or any combination thereof.  Performance Periods may overlap and
Participants may participate simultaneously with respect to Performance-Based
Restricted Stock or Restricted Stock Unit Awards for which different
Performance Periods are prescribed.


If, during the
course of a Performance Period significant events occur as determined in the
sole discretion of the Plan Administrator, which the Plan Administrator expects
to have a substantial effect on a performance objective during such period, the
Plan Administrator may revise such objective.


iii.            Forfeiture or Payout of Award.  As soon as practicable after the end
of each Performance Period, the Plan Administrator will determine whether the
performance objectives and other material terms of the Award were
satisfied.  The Plan Administrator’s
determination of all such matters will be final and conclusive.


As soon as
practicable after the later of (i) the date the Plan Administrator makes
the above determination, or (ii) the completion of the restriction period,
the Plan Administrator will determine the Earned Performance Award for each
Participant.  Such determination may
result in forfeiture of all or some shares of Restricted Stock or Restricted
Stock Units (if Target Performance Award performance objectives were not 



 6
 






 



attained),
or the issuance of additional shares of Stock or Restricted Stock Units (if
Target Performance Award performance objectives were exceeded), and will be
based upon such factors as the Plan Administrator determines at his/her sole
discretion, but including the Target Performance Award performance objectives.


In the event a
Participant ceases employment during a restriction period, the Restricted Stock
or Restricted Stock Unit Award is subject to forfeiture or payout (i.e.,
removal of restrictions) as follows: (a) Termination—the Restricted Stock
or Restricted Stock Unit Award is completely forfeited; (b) Retirement,
Disability or death—payout of the Restricted Stock or Restricted Stock Unit
Award is prorated taking into account factors including, but not limited to, service
during the period; and the performance of the Participant during the portion of
the Performance Period before employment ceased; or (c) Early
Retirement—if at the Participant’s request, the payout or forfeiture of the
Restricted Stock or Restricted Stock Unit Award is determined at the discretion
of the Plan Administrator, or if at Constellation Energy’s request, payout of
the Restricted Stock or Restricted Stock Unit Award is prorated taking into
account factors including, but not limited to, service during the period and
the performance of the Participant during the portion of the Performance Period
before employment ceased; provided, however, that the Plan Administrator may
modify the above if it determines at his/her sole discretion that special circumstances
warrant such modification.


Any shares of
Restricted Stock which are forfeited will be transferred to Constellation
Energy.


With respect to
shares of Restricted Stock or Restricted Stock Units for which restrictions
lapse, certificates will be issued (the payout) without the restrictive legend
described in Section 7A. 
Certificates will also be issued for additional Stock, if any, awarded
to the Participant because Target Performance Award performance objectives were
exceeded.


D.            Waiver of Section 83(b) Election.  Unless
otherwise directed by the Plan Administrator, as a condition of receiving an
Award of Restricted Stock, a Participant must waive in writing the right to
make an election under Section 83(b) of the Code to report the value of
the Restricted Stock as income on the Date of Grant.


8.             Stock Options


A.            Grants of Options.  One or more Options may be granted to
any Eligible Employee on the Date of Grant without the payment of consideration
by the Participant.


B.            Stock Option Agreement.  Each Option granted under the Plan
will be evidenced by a “Stock Option Agreement” between Constellation Energy
and the



 7
 






 



Participant containing
provisions determined by the Plan Administrator, including, without limitation,
provisions to qualify Incentive Stock Options as such under Section 422 of
the Code if directed by the Plan Administrator at the Date of Grant; provided,
however, that each Incentive Stock Option Agreement must include the following
terms and conditions: (i) that the Options are exercisable, either in
total or in part, with a partial exercise not affecting the exercisability of
the balance of the Option; (ii) every share of Stock purchased through the
exercise of an Option will be paid for in full at the time of the exercise;
(iii) each Option will cease to be exercisable, as to any share of Stock,
at the earliest of (a) the Participant’s purchase of the Stock to which
the Option relates, (b) the Participant’s exercise of a related Stock
Appreciation Right, or (c) the lapse of the Option; (iv) Options will
not be transferable by the Participant except by Will or the laws of descent
and distribution and will be exercisable during the Participant’s lifetime only
by the Participant or by the Participant’s guardian or legal representative;
and (v) notwithstanding any other provision, in the event of a public
tender for all or any portion of the Stock or in the event that any proposal to
merge or consolidate Constellation Energy with another company is submitted to
the stockholders of Constellation Energy for a vote, the Plan Administrator, in
his\her sole discretion, may declare any previously granted Option to be
immediately exercisable.


C.            Option Price.  The Option price per share of Stock
will be set by the grant, but will be not less than 100% of the Fair Market
Value at the Date of Grant.


D.            Form of Payment.  At the time of the exercise of the
Option, the Option price will be payable in cash or in other shares of Stock or
in a combination of cash and other shares of Stock, in a form and manner as
required by the Plan Administrator in his/her sole discretion.  When Stock is used in full or partial payment
of the Option price, it will be valued at the Fair Market Value on the date the
Option is exercised.


E.             Other Terms and Conditions.  The Option will become exercisable in
such manner and within such Option Period or Periods, not to exceed
10 years from its Date of Grant, as set forth in the Stock Option
Agreement upon payment in full.  Except
as otherwise provided in this Plan or in the Stock Option Agreement, any Option
may be exercised in whole or in part at any time.


F.             Lapse of Option.  An Option will lapse upon the earlier
of: (i) 10 years from the Date of Grant, or (ii) at the
expiration of the Option Period set by the grant.  If the Participant ceases employment within
the Option Period and prior to the lapse of the Option, the Option will lapse
as follows: (a) Termination—the Option will lapse on the effective date of
the Termination; or (b) Retirement, Early Retirement, or Disability—the
Option will lapse at the expiration of the Option Period set by the grant;
provided, however, that the Plan Administrator may modify the above if he/she
determines in his/her sole discretion that special circumstances warrant such
modification.  If the Participant dies
within the Option Period and prior to the lapse of the Option, the Option will
lapse at the expiration of the Option Period set by the grant unless it is
exercised before such time by the Participant’s legal representative(s) or by
the person(s) entitled to do so under the Participant’s Will or, if the
Participant fails to make testamentary 



 8
 






 



disposition of the Option
or dies intestate, by the person(s) entitled to receive the Option under the
applicable laws of descent and distribution.


G.            Individual Limitation.  In the case of an Incentive Stock
Option, the aggregate Fair Market Value of the Stock for which Incentive Stock
Options (whether under this Plan or another arrangement) in any calendar year
are first exercisable will not exceed $100,000 with respect to such calendar
year (or such other individual limit as may be in effect under the Code on the
Date of Grant) plus any unused portion of such limit as the Code may permit to
be carried over.


9.             Performance Units.


A.            Performance Units.  One or more Performance Units may be
earned by an Eligible Employee based on the achievement of preestablished
performance objectives during a Performance Period.


B.            Performance Period and Performance
Objectives.  The Plan
Administrator will determine a Performance Period and will determine, no later
than 90 days after the beginning of each Performance Period, the
performance objectives for each Participant’s Target Performance Award and the
number of Performance Units subject to each Target Performance Award.  Performance objectives may vary from
Participant to Participant and will be based upon such performance criteria or
combination of factors as the Plan Administrator deems appropriate, which may
include, but not be limited to, the performance of the Participant,
Constellation Energy, one or more Subsidiaries, or any combination
thereof.  Performance Periods may overlap
and Participants may participate simultaneously with respect to Performance
Units for which different Performance Periods are prescribed.


If during the course of a
Performance Period significant events occur as determined in the sole
discretion of the Plan Administrator which the Plan Administrator expects to
have a substantial effect on a performance objective during such period, the
Plan Administrator may revise such objective.


C.            Forfeiture or Payout of Award.  As soon as practicable after the end
of each Performance Period, the Plan Administrator will determine whether the
performance objectives and other material terms of the Award were
satisfied.  The Plan Administrator’s
determination of all such matters will be final and conclusive.


As soon as practicable
after the date the Plan Administrator makes the above determination, the Plan
Administrator will determine the Earned Performance Award for each
Participant.  Such determination may
result in an increase or decrease in the number of Performance Units payable
based upon such Participant’s Target Performance Award, and will be based upon
such factors as the Plan Administrator determines in his/her sole discretion,
but including the Target Performance Award performance objectives.


In the event a
Participant ceases employment during a Performance Period, the Performance Unit
Award is subject to forfeiture or payout as follows: (a) Termination—the
Performance Unit Award is completely forfeited; (b) Retirement, Disability
or 



 9
 






 



death—payout of
the Performance Unit Award is prorated taking into account factors including,
but not limited to, service and the performance of the Participant during the
portion of the Performance Period before employment ceased; or (c) Early
Retirement—if at the Participant’s request, the payout or forfeiture of the
Performance Unit Award is determined at the discretion of the Plan
Administrator, or if at Constellation Energy’s request, payout of the
Performance Unit Award is prorated taking into account factors including, but
not limited to, service and the performance of the Participant during the
portion of the Performance Period before employment ceased; provided, however,
that the Plan Administrator may modify the above if it determines in his/her
sole discretion that special circumstances warrant such modification.


D.            Form and Timing of Payment.  Each Performance Unit is payable in
cash or shares of Stock or in a combination of cash and Stock, as determined by
the Plan Administrator in his/her sole discretion.  Such payment will be made as soon as
practicable after the Earned Performance Award is determined.


10.           Stock Appreciation
Rights.


A.            Grants of Stock Appreciation Rights.  Stock
Appreciation Rights may be granted under the Plan in conjunction with an Option
either at the Date of Grant or by amendment or may be separately granted.  Stock Appreciation Rights will be subject to
such terms and conditions not inconsistent with the Plan as the Plan
Administrator may impose.


B.            Right to Exercise; Exercise Period.  A
Stock Appreciation Right issued pursuant to an Option will be exercisable to
the extent the Option is exercisable; both such Stock Appreciation Right and the
Option to which it relates will not be exercisable during the six months
following their respective Dates of Grant except in the event of the
Participant’s Disability or death.  A
Stock Appreciation Right issued independent of an Option will be exercisable
pursuant to such terms and conditions established in the grant.  Notwithstanding such terms and conditions, in
the event of a public tender for all or any portion of the Stock or in the
event that any proposal to merge or consolidate Constellation Energy with
another company is submitted to the stockholders of Constellation Energy for a
vote, the Plan Administrator, in his/her sole discretion, may declare any
previously granted Stock Appreciation Right immediately exercisable.


C.            Failure to Exercise.  If on
the last day of the Option Period, in the case of a Stock Appreciation Right
granted pursuant to an Option, or the specified Exercise Period, in the case of
a Stock Appreciation Right issued independent of an Option, the Participant has
not exercised a Stock Appreciation Right, then such Stock Appreciation Right
will be deemed to have been exercised by the Participant on the last day of the
Option Period or Exercise Period.


D.            Payment.  An exercisable
Stock Appreciation Right granted pursuant to an Option will entitle the
Participant to surrender unexercised the Option or any portion thereof to which
the Stock Appreciation Right is attached, and to receive in exchange for the
Stock Appreciation Right payment (in cash or Stock or a combination thereof as 



 10
 






 



described below) equal to
either of the following amounts, determined in the sole discretion of the Plan
Administrator at the Date of Grant: (1) the excess of the Fair Market
Value of one share of Stock at the date of exercise over the Option price, times
the number of shares called for by the Stock Appreciation Right (or portion
thereof) which is so surrendered, or (2) the excess of the Book Value of
one share of Stock at the date of exercise over the Book Value of one share of
Stock at the Date of Grant of the related Option, times the number of shares
called for by the Stock Appreciation Right. 
Upon exercise of a Stock Appreciation Right not granted pursuant to an
Option, the Participant will receive for each Stock Appreciation Right payment
(in cash or Stock or a combination thereof as described below) equal to either
of the following amounts, determined in the sole discretion of the Plan
Administrator at the Date of Grant: (1) the excess of the Fair Market
Value of one share of Stock at the date of exercise over the Fair Market Value
of one share of Stock at the Date of Grant of the Stock Appreciation Right,
times the number of shares called for by the Stock Appreciation Right, or
(2) the excess of the Book Value of one share of Stock at the date of exercise
of the Stock Appreciation Right over the Book Value of one share of Stock at
the Date of Grant of the Stock Appreciation Right, times the number of shares
called for by the Stock Appreciation Right.


The Plan Administrator
may direct the payment in settlement of the Stock Appreciation Right to be in
cash or Stock or a combination thereof. 
Alternatively, the Plan Administrator may permit the Participant to
elect to receive cash in full or partial settlement of the Stock Appreciation
Right, provided that (i) the Plan Administrator must consent to or
disapprove such election and (ii) unless the Plan Administrator directs
otherwise, the election and the exercise must be made during the period
beginning on the 3rd business day following the date of public release of
quarterly or year-end earnings and ending on the 12th business day following
the date of public release of quarterly or year-end earnings.  The value of the Stock to be received upon
exercise of a Stock Appreciation Right shall be the Fair Market Value of the
Stock on the trading day preceding the date on which the Stock Appreciation
Right is exercised.  To the extent that a
Stock Appreciation Right issued pursuant to an Option is exercised, such Option
shall be deemed to have been exercised, and shall not be deemed to have lapsed.


E.             Nontransferable.  A Stock
Appreciation Right will not be transferable by the Participant except by Will
or the laws of descent and distribution and will be exercisable during the
Participant’s lifetime only by the Participant or by the Participant’s guardian
or legal representative.


F.             Lapse of a Stock Appreciation Right.  A
Stock Appreciation Right will lapse upon the earlier of: (i) 10 years
from the Date of Grant; or (ii) at the expiration of the Exercise Period as
set by the grant.  If the Participant
ceases employment within the Exercise Period and prior to the lapse of the
Stock Appreciation Right, the Stock Appreciation Right will lapse as follows:
(a) Termination—the Stock Appreciation Right will lapse on the effective
date of the Termination; or (b) Retirement, Early Retirement, or
Disability—the Stock Appreciation Right will lapse at the expiration of the
Exercise Period set by the grant; provided, however, that the Plan
Administrator may modify the above if he/she determines in his/her sole
discretion that special circumstances warrant 



 11
 






 



such modification.  If the Participant dies within the Exercise
Period and prior to the lapse of the Stock Appreciation Right, the Stock
Appreciation Right will lapse at the expiration of the Exercise Period set by
the grant unless it is exercised before such time by the Participant’s legal
representative(s) or by the person(s) entitled to do so under the Participant’s
Will or, if the Participant fails to make testamentary disposition of the Stock
Appreciation Right or dies intestate, by the person(s) entitled to receive the
Stock Appreciation Right under the applicable laws of descent and distribution.


11.           Dividend Equivalents.


A.            Grants of Dividend Equivalents.  Dividend
Equivalents may be granted under the Plan in conjunction with an Option or a
separately awarded Stock Appreciation Right, at the Date of Grant or by
amendment, without consideration by the Participant.  Dividend Equivalents may also be granted
under the Plan in conjunction with Performance Units, at any time during the
Performance Period, without consideration by the Participant.  Dividend Equivalents will be granted under a
Performance-Based Restricted Stock or Restricted Stock Unit Award in
conjunction with additional shares of Stock issued if Target Performance Award
performance objectives are exceeded.


B.            Payment.  Each Dividend
Equivalent will entitle the Participant to receive an amount equal to the
dividend actually paid with respect to a share of Stock on each dividend
payment date from the Date of Grant to the date the Dividend Equivalent lapses
as set forth in Section 11D.  The
Plan Administrator, in his/her sole discretion, may direct the payment of such
amount at such times and in such form and manner as determined by the Plan
Administrator.


C.            Nontransferable.  A
Dividend Equivalent will not be transferable by the Participant.


D.            Lapse of a Dividend Equivalent.  Each
Dividend Equivalent will lapse on the earlier of (i) the date of the lapse
of the related Option or Stock Appreciation Right; (ii) the date of the
exercise of the related Option or Stock Appreciation Right; (iii) the end
of the Performance Period (or if earlier, the date the Participant ceases
employment) of the related Performance Units or Performance-Based Restricted
Stock or Restricted Stock Unit Award; or (iv) the lapse date established
by the Plan Administrator on the Date of Grant of the Dividend Equivalent.


12.           Accelerated Award
Payout/Exercise.


A.            Change in Control.  Notwithstanding
anything in this Plan document to the contrary, a Participant is entitled to an
accelerated payout or accelerated Option or Exercise Period (as set forth in
Section 12B) with respect to any previously granted Award upon the
happening of a change in control; provided, that, except as otherwise expressly
provided to the contrary in the applicable grant agreement, a Participant will
not be entitled to an accelerated payout or accelerated Option or Exercise
Period of any Covered Awards in connection with the consummation of the
transactions contemplated by the Agreement and Plan of Merger dated as of
December 18, 2005 by and among FPL 



 12
 






 



Group, Inc., CF Merger
Corporation and the Company (the “Excluded Transactions”), and such Covered
Awards shall remain outstanding in accordance with their terms following the
consummation of the Excluded Transactions, subject to any adjustments made by
the Plan Administrator in accordance with the provisions of Section 14.


A change in control for
purposes of this Section 12 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 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 Participant
or any group of persons including Participant (or any entity controlled by
Participant or any group of persons including Participant);


iii.            consummation
of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving the Company 



 13
 






 



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 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.


B.            Amount of Award Subject to Accelerated
Payout/Option Period/Exercise Period.  The
amount of a Participant’s previously granted Award that will be paid or
exercisable upon the happening of a change in control will be determined as
follows, provided, that, except as otherwise expressly provided
to the contrary in the applicable grant agreement, a Participant will not be
entitled to an accelerated vesting, exercisability 



 14
 






 



or payout of any Covered
Awards under this Section 12B in connection with the consummation of the
Excluded Transactions:


Restricted
Stock or Restricted Stock Unit Awards.  The
Participant will be entitled to an accelerated Award payout, and the amount of
the payout will be based on the number of shares of Restricted Stock or
Restricted Stock Units that were issued on the Date of Grant, prorated based on
the number of months of the restriction period that have elapsed as of the
payout date.  Also, with respect to
Performance-Based Restricted Stock or Restricted Stock Unit Awards, in
determining the amount of the payout, maximum performance achievement will be
assumed.


Stock
Option Awards and Stock Appreciation Rights. 
Any previously granted Stock Option Awards or Stock Appreciation
Rights will be immediately exercisable.


Performance
Units.  The Participant will be
entitled to an accelerated Award payout, and the amount of the payout will be
based on the number of Performance Units subject to the Target Performance
Award as established on the Date of Grant, prorated based on the number of
months of the Performance Period that have elapsed as of the payout date, and
assuming that maximum performance was achieved.


Covered Awards.  Except as may be expressly provided to the
contrary in the applicable grant agreement, Covered Awards shall not be
immediately vested or exercisable or subject to immediate or accelerated
payout, Option Period or Exercise Period as a result of the consummation of the
Excluded Transactions, but will remain outstanding in accordance with their
terms following the consummation of the Excluded Transactions, subject to any
adjustments made by the Plan Administrator in accordance with the provisions of
Section 14.


C.            Timing of Accelerated Payout/Option
Period/Exercise Period.  The
accelerated payout set forth in Section 12B will be made in cash within
30 days after the date of the change in control.  The accelerated Option Period/Exercise Period
set forth in Section 12B will begin on the date of the change in control,
and applicable payments will be in cash. 
When Stock is related to the Award, the amount of cash will be
determined based on the Fair Market Value of Stock on the payout or exercise
date, whichever is applicable.


13.           Amendment of Plan.


The Plan Administrator
may at any time and from time to time alter, amend, suspend or terminate the
Plan in whole or in part, except no such action may be taken without the
consent of the Participant to whom any Award was previously granted, which
adversely affects the rights of such Participant concerning such Award, except
as such termination or amendment of the Plan is required by statute, or rules
and regulations 



 15
 






 



promulgated
thereunder.


14.           Miscellaneous
Provisions.


A.            Nontransferability.  No
benefit provided under this Plan shall be subject to alienation or assignment
by a Participant (or by any person entitled to such benefit pursuant to the
terms of this Plan), nor shall it be subject to attachment or other legal
process except (i) to the extent specifically mandated and directed by
applicable state or federal statute, (ii) as requested by the Participant
(or by any person entitled to such benefit pursuant to the terms of this Plan),
and approved by the Plan Administrator, to satisfy income tax withholding, and
(iii) as requested by the Participant and approved by the Plan
Administrator, to members of the Participant’s family, or a trust established
by the Participant for the benefit of family members.


B.            No Employment Right.  Participation
in this Plan shall not constitute a contract of employment between
Constellation Energy or any Subsidiary and any person and shall not be deemed
to be consideration for, or a condition of, continued employment of any person.


C.            Tax Withholding.  Constellation
Energy or a Subsidiary may withhold any applicable federal, state or local
taxes at such time and upon such terms and conditions as required by law or
determined by Constellation Energy or a Subsidiary.  Subject to compliance with any requirements
of applicable law, the Plan Administrator may permit or require a Participant
to have any portion of any withholding or other taxes payable in respect to a
distribution of Stock satisfied through the payment of cash by the Participant
to Constellation Energy or a Subsidiary, the retention by Constellation Energy
or a Subsidiary of shares of Stock, or delivery of previously owned shares of
the Participant’s Stock, having a Fair Market Value equal to the withholding
amount.


D.            Fractional Shares.  Any
fractional shares concerning Awards shall be eliminated at the time of payment
or payout by rounding down for fractions of less than one-half and rounding up
for fractions of equal to or more than one-half.  No cash settlements shall be made with
respect to fractional shares eliminated by rounding.


E.             Government and Other Regulations.  The
obligation of Constellation Energy to make payment of Awards in Stock or
otherwise shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any government agencies as may be required.  Constellation Energy shall be under no
obligation to register under the Securities Act of 1933, as amended (“Act”),
any of the shares of Stock issued, delivered or paid in settlement under the
Plan.  If Stock awarded under the Plan
may in certain circumstances be exempt from registration under the Act,
Constellation Energy may restrict its transfer in such manner as it deems
advisable to ensure such exempt status. 
The Plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974.



 16
 






 



F.             Indemnification.  The Plan
Administrator (and his/her designees), and Constellation Energy’s Chairman of
the Board, and President and all other employees of Constellation Energy or its
Subsidiaries whose assigned duties include matters under the Plan, shall be
indemnified by Constellation Energy or its Subsidiaries or from proceeds under
insurance policies purchased by Constellation Energy or its Subsidiaries
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.


G.            Changes in Capital Structure.  In
the event of any change in the outstanding shares of Stock by reason of any
stock dividend or split, recapitalization, combination or exchange of shares or
other similar changes in the Stock, then appropriate adjustments shall be made
in the shares of Stock theretofore awarded to the Participants and in the
aggregate number of shares of Stock which may be awarded pursuant to the
Plan.  Such adjustments shall be
conclusive and binding for all purposes. 
Additional shares of Stock issued as the result of any such change shall
bear the same restrictions as the shares of Stock to which they relate.


H.            Constellation Energy Successors.  In
the event Constellation Energy becomes a party to a merger, consolidation, sale
of substantially all of its assets or any other corporate reorganization in
which Constellation Energy will not be the surviving corporation or in which
the holders of the Stock 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 under this Plan.


I.              Governing Law.  All matters
relating to the Plan or to Awards granted hereunder shall be governed by the
laws of the State of Maryland, without regard to the principles of conflict of
laws.


J.             Relationship to Other Benefits.  Any
Awards under this Plan are not considered compensation for purposes of
determining benefits under any pension, profit sharing, or other retirement or
welfare plan, or for any other general employee benefit program.


K.            Expenses.  The expenses of
administering the Plan shall be borne by Constellation Energy and its
Subsidiaries.


L.             Titles and Headings.  The
titles and headings of the sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.



 17
 






 



This document constitutes
part of a prospectus covering securities that have been registered under the
Securities Act of 1933.


You may obtain without
charge, upon written or oral request, a copy of documents incorporated by
reference in the Registration Statement on file with the Securities and
Exchange Commission pertaining to the securities offered under the Management
Long-Term Incentive Plan.  In addition
you may obtain, without charge, upon written or oral request, a copy of
documents that are required to be delivered under Rule 428(b) of the
Securities Act including our annual report to shareholders or annual report on
Form 10-K and a copy of the documents that comprise the prospectus.


To make a request for any
of these documents, you may telephone or write:


Corporate
Secretary

750 East Pratt Street

18th Floor

Baltimore, Maryland 21202

(410) 783-3600



 18
 






 



1998 Management Long-Term Incentive Plan

Appendix


Additional Information


The Plan is not subject
to any provisions of the Employee Retirement Income Security Act of 1974, and
the Plan is not qualified under Section 401(a) of the Internal Revenue Code.


Participants may obtain
additional information about the Plan by contacting:


Manager — Executive Compensation

Constellation Energy Group, Inc.

750 East Pratt Street

5th Floor

Baltimore, MD 21202

410-783-3244


After each grant is made,
participants will be furnished with information about the amount of the
grant.  Participants have access to information
about their outstanding grants.


In general, grants
subject to restrictions are taxable to participants when the restrictions
lapse, and deductible by Constellation Energy at such time, based on the fair
market value of the awards when the restrictions lapse.  Grants not subject to restrictions are
taxable/deductible at fair market value on the grant date.  Additionally, options are subject to other
special tax provisions.



 19














 


FORM OF SERVICE-BASED RESTRICTED STOCK AWARD
AGREEMENT


[DATE]


Recipient
Name

Recipient Title

Company

Company Address

City, State Zip Code


RE: 
Service-Based Restricted Stock Award


Dear Recipient:


Effective
date, The Board of Directors
Compensation Committee, (The Committee), granted you [#]
service-based restricted shares of CEG Common Stock (the “Award”) pursuant to
Section 7 of the Constellation Energy Group, Inc. Management Long—Term
Incentive Plan (the “Plan”).  In addition
to other provisions of the Plan (a copy of which is provided to you with this
letter), your Award is subject to the following conditions:


1.                    The
Plan restriction period for these shares expires as show on the restriction
lapse dates in the table below:


	
  # Shares

  Granted

  	
   

  	
  Share

  Grant

  Date

  	
   

  	
  Restriction

  Period

  	
   

  	
  Restriction

  Lapse

  Date

  	
   

  	
  Aggregate

  Shares

  Lapsed

  
	
  [#]

  	
   

  	
  mm/dd/yy

  	
   

  	
  [one
  to five

  years]

  	
   

  	
  [one
  to five

  years after

  Share Grant

  Date]

  	
   

  	
  [#]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2.                    The
Plan requires that as a condition to receiving your Award, you waive in writing
the right to make an election under Section 83(b) of the Internal Revenue Code
of 1986 with respect to your Award (see Section 7D of the Plan).  Your execution of this letter will constitute
your waiver to make such election under Section 83(b).  This waiver means that you will not have the
option of electing to be taxed on the restricted shares at the time of the
grant.  Instead, you will be taxed on the
restricted shares at the time the Plan restrictions are removed (see Attachment
A).  This waiver allows the Company to
treat dividends paid to you during the period of the Plan restrictions as
compensation, thereby giving the Company a tax deduction for such amounts.


3.                    As provided in
the Plan, until the Plan restriction period expires, you may not sell,
transfer, pledge or hypothecate the Award shares.  CEG will hold the shares for safekeeping
until the restriction lapse, unless you let us know that you want a stock
certificate for the Award.  If you prefer
a certificate, it will be issued in your name with a legend to the effect that
you may not sell, transfer, pledge, or hypothecate the Award shares and that
the shares are subject to certain conditions under the Plan.


4.                    If
you contemplate the sale or transfer (for example to a family member) of any
shares after the restriction period expires, you should contact the SEC-related
persons specified below for advice on the 



 20
 






 



timing of any sale
or transfer and any reporting obligations you may have.


5.                    In the event of Retirement, Disability (each
as defined in the Plan) or death before the Award shares vest, a prorated
portion of the shares will vest based on service after the Grant Date (see
Table).  In the event of employment
Termination (as defined in the Plan) for any other reason, any unvested Award
shares will be forfeited.


6.                    Awards are not eligible compensation for
benefit purposes.


7.                    Neither this Agreement nor the Award
constitutes a contract of employment between Constellation Energy or any
Subsidiary and you, and neither will be deemed to be consideration for, or a
condition of, your continued employment.


8.                    The Award is granted pursuant to the terms of
the Plan, the terms of which are incorporated in this Agreement by
reference.  The Award will in all
respects be interpreted in accordance with the Plan.  All capitalized terms, which are not
otherwise defined in this Agreement, will have the meaning specified in the
Plan.  The Plan Administrator will
interpret and construe the Plan and this agreement, and its interpretations and
determinations will be conclusive and binding on the parties and any other
person claiming an interest with respect to any issue arising under this
Agreement.


9.                    The provisions of this Agreement are
severable.  If any one or more provisions
are determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions will nevertheless be binding and enforceable.


Please
read the Plan carefully as it contains many other provisions relating to your
Award.  If you have any questions, please
do not hesitate to call:


	
  General

  	
   

  	
  SEC-related

  	
   

  	
  Tax-related

  
	
  [NAME]

  	
   

  	
  [NAME]

  	
   

  	
  [NAME]

  
	
  [PHONE NUMBER]

  	
   

  	
  [PHONE NUMBER]

  	
   

  	
  [PHONE NUMBER]

  



 


Please
sign the enclosed copy of this letter and return it in the envelope provided.


Sincerely,


 


[NAME]

[TITLE, DEPARTMENT]


 


I have read the
Plan and this letter and agree to the terms and conditions contained in each
regarding my Award.


 


	
  

  	
   

  	
   

  	
   

  
	
  Signature of Recipient

  	
  Date

  



 



 21
 






 



ATTACHMENT A


CONSTELLATION ENERGY GROUP, INC.


INCOME TAX CONSEQUENCES TO PARTICIPANTS

FOR SERVICE-BASED RESTRICTED STOCK AWARDS


Set
forth is a brief overview of certain income tax consequences associated with
your Service-Based Restricted Stock Award (“the Award”).


Stock


Because
the Plan places certain restrictions on the Award which could lead to
forfeiture of the shares prior to lifting the Plan restrictions and because you
have agreed to waive the Section 83(b) election(1), the value of the restricted
stock is not taxed to you when the initial grant is made.  Rather, the stock is taxable to you at the
time the restrictions are removed.  The
amount subject to income tax is the fair market value of the stock on the day
that the Plan restrictions are removed. 
This amount is treated as compensation subject to withholding of income
taxes, Medicare taxes and, if applicable, Social Security taxes.  You are not taxed on the value of any stock
forfeited.


For
purposes of determining the gain or loss on any sale of the stock received
pursuant to this Award, your basis in the stock is the amount that you included
in taxable income when the Plan restrictions were removed.  Your tax holding period, for purposes of
determining whether a gain or loss on a sale is long-term or short-term, begins
on the day after the day that the Plan restrictions were removed.


Dividends


The
dividends during the restriction period will be automatically reinvested in
additional shares of company common stock. 
These shares will be subject to the same restrictions as the originally
awarded shares and will vest accordingly. 
For tax purposes, the dividends on the restricted stock will not be
taxable as dividend income.  Rather, the
accumulated shares of stock will be taxable to you in the same manner as stated
above.


After
the Plan restrictions on the stock are removed, the dividends are treated as
regular dividend income (generally not subject to tax withholding).


Tax Planning


You
may wish to consult your tax advisor in the year the restrictions are lifted
from the Award if you have questions regarding the impact of the Award on your
tax withholding or if you have questions about the applicable capital gains
holding period and rates for this Award.






(1) The Plan requires
that as a condition to receiving a Restricted Stock Award, you must waive in
writing the right to make an election under Section 83(b) of the Internal
Revenue Code of 1986 with respect to your Award (see Section 7 D of the
Plan).  This waiver means that you will
not have the option of electing to be taxed on the restricted shares at the
time of grant.  Instead, you will be
taxed on the restricted shares at the time the Plan restrictions are
removed.  This allows the Company to
treat dividends paid during the period of Plan restrictions as compensation,
thereby giving the Company a tax deduction for such amounts.



 22
 






 



FORM OF PERFORMANCE UNIT AGREEMENT


[date]


TO: «First» «MI»
«Last»


Effective [Date], as part of the [3 CALENDAR YEAR PERFORMANCE PERIOD]
Long-Term Incentive Program, you were granted [#]
performance units (the “Units”) under the Constellation Energy Group, Inc.
Management Long—Term Incentive Plan (the “Plan”).  In addition to other provisions of the Plan,
your award is subject to the conditions set forth in this document.


	
  Target

  Grant

  (# Units)

  	
   

  	
  Grant

  Date

  	
   

  	
  Performance

  Period

  	
   

  	
  Vesting Date

  
	
  [#]

  	
   

  	
  [MM/DD/YY]

  	
   

  	
  [3-Year
  Period]

  	
   

  	
  [End
  of 3-

  Year Period]

  



 


Under current tax
law, you are not subject to tax on your Units until the Vesting Date.


1.               Each Unit is worth
$1. The final award payout on the Vesting Date will be based on Constellation
Energy Group’s relative Total Shareholder Return (“TSR”) performance over the
Performance Period as set forth below. TSR is defined as the stock price change
from [BEGINNING TO END OF 3 CALENDAR YEAR PERFORMANCE
PERIOD] and dividends during that period that are reinvested on
the ex-dividend date (date stock trades without its dividend) at the closing
price on that date.


The Plan Administrator will determine the award payout
soon after the conclusion of the Performance Period. The performance measures
used to determine the award payout are as follows:


·                  Primary
Measure: Constellation Energy TSR for the Performance Period is compared to
the TSR performance results of large and mid-size investment grade companies
within the Dow Jones Electric Utilities Index (DJEUI) on [END OF
PERFORMANCE PERIOD].  In the
DJEUI, companies that are rated ‘non-investment grade’ by both Moody’s and
S&P rating agencies on [END OF PERFORMANCE
PERIOD] are excluded.


·                  Secondary
Measure: If Constellation Energy’s percentile rank for the Primary Measure
is below the [   ]
percentile, then a comparison will be made to the TSR performance results of
investment grade companies in the S&P 500 Index on [END OF
PERFORMANCE PERIOD].


	
  

  	
   

  	
   

  	
   

  	
  Primary

  Measure

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TSR v. DJEUI

  Large & Mid-

  Cap

  Investment

  Grade

  Companies

  	
   

  	
  Secondary

  Measure

  TSR v. S&P

  500 Index

  Comparison

  Group

  	
   

  
	
  Performance

  Level

  	
   

  	
  Total Shareholder

  Return

  	
   

  	
  Payout vs.

  Target

  	
   

  	
  Payout vs.

  Target

  	
   

  
	
  <Threshold

  	
   

  	
  <[  ] Percentile

  	
   

  	
  [  ]

  	
  %

  	
  [  ]

  	
  %

  
	
  Threshold

  	
   

  	
  [  ] Percentile

  	
   

  	
  [  ]

  	
  %

  	
  [  ]

  	
  %

  
	
  Target

  	
   

  	
  [  ] Percentile

  	
   

  	
  [  ]

  	
  %

  	
  [  ]

  	
  %

  
	
  Stretch

  	
   

  	
  [  ] Percentile

  	
   

  	
  [  ]

  	
  %

  	
  [  ]

  	
  %

  



 


Payout levels interpolated between points.


Secondary measure applies
only if performance vs. primary measure is below threshold.



 23
 






 



2.                                       The
award payout amount is determined by multiplying the “Payout vs. Target”
percentage by the number of Units (worth $1 each) that you
were granted.  This award payout amount
may be settled, in the sole discretion of the Plan Administrator, in either
restricted or unrestricted stock or stock units, or cash (or any combination
thereof).


3.                                       Under
current tax law, you will be subject to tax on the Vesting Date on the award
payout amount.  The Company will be required
to withhold applicable taxes at such time. 
If the award payout is settled in stock or stock units, the Company will
withhold the required number of shares or units to pay these taxes.


4.                                       As
provided in the Plan, until the Vesting Date, you may not sell, transfer, or
pledge the Units.


5.                                       Awards
are not eligible compensation for benefit purposes.


6.                                       Neither
this Agreement nor the Award constitutes a contract of employment between
Constellation Energy or any Subsidiary and you, and neither will be deemed to
be consideration for, or a condition of, your continued employment.


7.                                       The
Award is granted pursuant to the terms of the Plan, the terms of which are
incorporated in this Agreement by reference. 
The Award will in all respects be interpreted in accordance with the
Plan.  All capitalized terms, which are
not otherwise defined in this Agreement, will have the meaning specified in the
Plan.  The Plan Administrator will
interpret and construe the Plan and this agreement, and its interpretations and
determinations will be conclusive and binding on the parties and any other
person claiming an interest with respect to any issue arising under this
Agreement.


8.                                       The
provisions of this Agreement are severable. 
If any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions will nevertheless
be binding and enforceable.


Please read the
Plan carefully as it contains many other provisions relating to your
award.  If you have any questions, please
do not hesitate to call:


 


	
  General

  	
   

  	
  SEC-related

  	
   

  	
  Tax-related

  
	
  [NAME]

  	
   

  	
  [NAME]

  	
   

  	
  [NAME]

  
	
  [PHONE NUMBER]

  	
   

  	
  [PHONE NUMBER]

  	
   

  	
  [PHONE NUMBER]

  



 


Please
sign this letter and return it in the envelope provided, and keep a copy for
your records.


Sincerely,


 


[NAME]

[TITLE, DEPARTMENT]


 


I have read the
Plan and this letter and agree to the terms and conditions contained in each
regarding my Award.


 


	
  

  	
   

  	
   

  	
   

  
	
  Signature of «First» «MI» «Last»

  	
  DATE

  	
   

  



 



 24
 






 



FORM OF STOCK UNIT AWARD WITH SALE RESTRICTION

AGREEMENT


[DATE]


Recipient Name

Recipient Title

Company

Company Address

City, State Zip Code


RE:  Stock Unit Award with Sale Restriction


Dear Recipient:


Effective date, as
part of your [PERFORMANCE YEAR] annual
incentive and in recognition of your performance during [PERFORMANCE
YEAR], you were granted [#]
restricted Constellation Energy Group, Inc. (the “Company”) common stock units
with sale restrictions (“Deferred Shares”) under the Constellation Energy
Group, Inc. Management Long-Term Incentive Plan (the “Plan”).  In addition to other provisions of the Plan,
your award is subject to the following conditions:


1.                    Each Deferred Share entitles you to receive
on the Restriction Lapse Date (set forth below) one share of Constellation
Energy Group common stock (“Common Stock”). 
Under current tax law, you are not subject to tax on your Deferred
Shares until the Restriction Lapse Date (see paragraph 4 below).


2.                    During the Restriction Period (set forth
below), on any date that Constellation Energy Group pays dividends with respect
to the Common Stock, the Company shall credit you with a number of Deferred
Shares equal to (i) the number of your Deferred Shares on the dividend record
date times (ii) the dividend rate per share, divided by (iii) the per share
reinvestment price.  These dividend-based
additional Deferred Shares shall be subject to the same rules and restrictions
as Deferred Shares originally granted to you.


3.                    The Restriction Period for your Deferred
Shares expires on the Restriction Lapse Date as shown in the table below:




	
  # Deferred

  Shares Granted

  	
   

  	
  Deferred Share

  Grant

  Date

  	
   

  	
  

  Restriction

  Period

  	
   

  	
  Restriction

  LapseDate

  
	
  [#]

  	
   

  	
  [MM/DD/YY]

  	
   

  	
  [5
  years]

  	
   

  	
  [5
  years after

  Grant Date]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Your
Deferred Shares are fully and immediately vested, however, during the
Restriction Period, you may not sell, transfer, or pledge the Deferred
Shares.  During the Restriction Period,
you will have no voting rights with respect to the Deferred Shares.  The Restriction Period remains in effect irrespective
of your employment status.



 25
 






 



4.                    Following the Restriction Lapse Date, the
Company shall cause to be issued to you a certificate for shares of Common
Stock equal to the number of your Deferred Shares (including dividend-based
additional Deferred Shares).  Under
current tax law, you will be subject to tax on the Restriction Lapse Date based
on an amount equal to the number of shares of Common Stock issued to you times
the Fair Market Value per share (i.e., the average of the high and low price of
the Common Stock on the Restriction Lapse Date).  The Company will be required to withhold
applicable taxes at such time, and will withhold the required number of shares
to pay these taxes.  The total shares you
receive will be rounded to the nearest whole share.  You should consult your tax advisor regarding
any tax issues.


5.                    Awards are not eligible compensation for
benefit purposes.


6.                    Neither this Agreement nor the Award
constitutes a contract of employment between Constellation Energy or any
Subsidiary and you, and neither will be deemed to be consideration for, or a
condition of, your continued employment.


7.                    The Award is granted pursuant to the terms of
the Plan, the terms of which are incorporated in this Agreement by
reference.  The Award will in all respects
be interpreted in accordance with the Plan. 
All capitalized terms, which are not otherwise defined in this
Agreement, will have the meaning specified in the Plan.  The Plan Administrator will interpret and
construe the Plan and this agreement, and its interpretations and
determinations will be conclusive and binding on the parties and any other
person claiming an interest with respect to any issue arising under this
Agreement.


8.                    The provisions of this Agreement are
severable.  If any one or more provisions
are determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions will nevertheless be binding and enforceable.


Please read the Plan carefully as it contains many
other provisions relating to your award. 
If you have any questions, please do not hesitate to call:


	
  General

  	
   

  	
  SEC-related

  	
   

  	
  Tax-related

  
	
  [NAME]

  	
   

  	
  [NAME]

  	
   

  	
  [NAME]

  
	
  [PHONE
  NUMBER]

  	
   

  	
  [PHONE NUMBER]

  	
   

  	
  [PHONE NUMBER]

  



 


Please sign the enclosed copy of this letter and return it in the envelope
provided.


Sincerely,


 


[NAME]

[TITLE, DEPARTMENT]


I have read the Plan and this letter and agree to the terms and
conditions contained in each regarding my Award.


 


	
  

  	
   

  	
   

  	
   

  
	
  Signature of Recipient

  	
  Date

  	
   

  



 



 26














 


FORM OF

STOCK OPTION AGREEMENT


This
Stock Option Agreement (“Agreement”) is subject to the terms and conditions of
the Constellation Energy Group, Inc. Management Long-Term Incentive Plan (the “Plan”).  The «Administrator» Constellation Energy
Group, Inc. (the “Plan Administrator”) has authorized the option grant under
this Agreement by and between Participant (designated below) and Constellation
Energy Group, Inc. (“Constellation Energy”).


1. Grant
of Option.


(a)
The “Participant” is «First» «Middle» «Last».


(b)
The date of the grant is «GrantDate» (“Grant
Date”).


(c)
The number of shares subject to the option (“Option Shares”) are «Grant» shares of Constellation Energy common stock (“Stock”).


(d)
The exercise price is [OptionPrice = fair market
value of stock on grant date] per share of Stock (“Exercise Price”).


This
Agreement specifies the terms of the option (“Option”) granted to Participant
to purchase the Option Shares at the Exercise Price set forth above. The Option
is not intended to constitute an “incentive
stock option” as that term is used in Internal Revenue Code section 422.  The “Option Period” is the period during
which the Option is exercisable as provided in this Agreement.


2.
Installment Exercise.


Subject
to the terms of this Agreement, the Option will be exercisable in installments
according to the following schedule (each a “Vesting Date”):


	
  INSTALLMENT

  	
   

  	
  VESTING DATE

  APPLICABLE TO

  INSTALLMENT

  
	
  [1/3 of
  Option Shares] Options

  	
   

  	
  [One
  year after Grant Date]

  
	
  [1/3 of
  Option Shares] Options

  	
   

  	
  [Two years
  after Grant Date]

  
	
  [1/3 of
  Option Shares] Options

  	
   

  	
  [Three
  years after Grant Date]

  



 


3.
Termination of Option.


(a)           Except as provided in paragraph 3(b)
below, the Option will terminate upon the earlier to occur of: (1) when all
Option Shares have been exercised; or (2) ten (10) years from the Grant Date (“Expiration
Date”).


(b)           If Participant ceases employment, the
Option will terminate as to any unvested Option Shares on the effective date of
Participant’s employment Termination (as defined in the Plan) and as to vested
Option Shares 90 days after such effective date; provided that if Participant
ceases employment 



 27
 






 



because of
Participant’s Retirement, Disability (each as defined in the Plan), or death,
the Option will terminate as to any unvested Option Shares on the effective
date of the Retirement, Disability or death, and as to vested Option Shares,
the Option will remain exercisable until the earlier of 60 months after such
effective date or the Expiration Date.


(c)           In the event of Participant’s death
during the Option Period, vested Option Shares may be exercised by Participant’s
legal representative(s), or by other person(s) authorized under Participant’s
will.  Alternatively, if Participant
fails to make testamentary disposition of the Option or dies intestate, such
vested Option Shares may be exercised by persons(s) entitled to receive the
Option Shares under the applicable laws of descent and distribution.


(d)           A transfer of Participant’s
employment between Constellation Energy and any Subsidiary of Constellation
Energy, or between Subsidiaries of Constellation Energy, will not be considered
an employment Termination.


4.
Exercise of Option.


(a)           Subject to this
Agreement and the Plan, the Option may be exercised in whole or in part by the
method specified by the Plan Administrator from time to time or by contacting [NAME] at [PHONE NUMBER(S)].


(b)           On or before the exercise date
specified pursuant to paragraph 4(a), Participant must fully pay the Exercise
Price and the tax withholding obligation for the Option Shares exercised in
U.S. dollars by cash or by check payable to Constellation Energy Group,
Inc.  All or a portion of the Exercise
Price and tax withholding obligation may also be paid by Participant: (i) subject
to the terms of paragraph 4(c) below, by delivery of shares of Stock owned by
Participant and acceptable to the Plan Administrator having an aggregate Fair
Market Value (as defined in paragraph 6 below) on the date of exercise that is
equal to the amount of cash that would otherwise be required; or (ii) by
authorizing a third party to sell the Option Shares (or a sufficient portion of
the Option Shares), and immediately remit to Constellation Energy the Exercise
Price and any tax withholding resulting from such exercise.  Further, tax withholding up to the minimum
required withholding rate (but not in excess of that rate) may also be
satisfied through a holdback by Constellation Energy of some of the Option
Shares that would otherwise be deliverable to Participant by reason of the
Option exercise.  The Option will cease
to be exercisable, as to the portion exercised, when Participant purchases the
Stock to which the exercised portion of the Option relates.


(c)           Other shares of Stock owned by
Participant may be delivered to satisfy the Exercise Price, or to satisfy
Participant’s tax withholding obligation above the minimum withholding rate,
only if the shares have been held by Participant for at least six months before
delivery, except that there shall be no holding period imposed for shares purchased
by Participant for cash on the open market. 
Use of previously-owned shares shall be effected by actual delivery of
the Stock certificates to Constellation Energy, and by completing an affidavit
available from Constellation Energy affirming that Participant owns the
necessary shares and that any applicable holding period has been satisfied.


(d)           Participant is required to comply
with Constellation Energy’s Insider Trading Policy at all times, including in
connection with exercise of the Option. The Option may not be exercised by
Participant during any blackout or prohibited trading period established by
Constellation Energy or applicable to Participant, nor shall the Option be
exercisable if and to the extent Constellation Energy determines that such exercise
would violate applicable state or Federal securities laws or the rules and
regulations of any securities exchange on which the Stock is traded.  If Constellation Energy makes such a
determination, it will use all reasonable efforts to comply with such laws,
rules or regulations.  In 



 28
 






 



making any such
determinations, Constellation Energy may rely on the opinion of counsel for
Constellation Energy.


(e)           As soon as practicable after the
exercise date, Constellation Energy will deliver to Participant a Stock
certificate or certificates (or other evidence of ownership) for the purchased
Option Shares.


5.  Tax Withholding.


Constellation
Energy will have the right to withhold any applicable federal, state or local
taxes, deductions or withholdings due with respect to the Option or its
exercise in such form and manner as provided in the Plan.


6. Fair
Market Value.


The “Fair
Market Value” of a share of Stock is the average of the highest and lowest sale
price per share of Stock on the New York Stock Exchange-Composite Transactions
on the applicable date of reference, or if there are no sales on such date,
then the average of such highest and lowest sale price on the last previous day
on which sales are reported.


7. No
Rights of Stockholders.


Participant
does not have any of the rights and privileges of a stockholder of
Constellation Energy with respect to any shares of Stock purchasable or
issuable upon the exercise of the Option, in whole or in part, before the date
of exercise and purchase of the Option Shares.


8.
Non-Transferability of Option.


The
Option is not transferable, except for a transfer to Participant’s family
member or to a trust established for the benefit of Participant’s family
members which has been approved by the Plan Administrator as provided in the
Plan, or in case of Participant’s death, by will or the laws of descent and
distribution, nor shall the Option be subject to attachment, execution or other
similar process.  During Participant’s
lifetime, the Option is exercisable only by Participant, any guardian or legal
representative of Participant, or a family member or trustee of a trust
established for the benefit of Participant’s family members to whom the Option
has been transferred in accordance with the Plan.  In the event of (a) any attempt by
Participant to alienate, assign, pledge, hypothecate or otherwise dispose of
the Option, except as provided in this Agreement, or (b) the levy of any
attachment, execution or similar process upon the rights or interest conferred
under this Agreement, Constellation Energy may terminate the Option by notice
to Participant and it will become null and void.


9.
Employment Not Affected.


Neither
this Agreement nor the grant of the Option constitutes a contract of employment
between Constellation Energy or any Subsidiary and Participant, and neither
will be deemed to be consideration for, or a condition of, continued employment
of Participant. Awards are not eligible compensation for benefit purposes.



 29
 






 



10.
Incorporation of Plan by Reference.


The
Option is granted pursuant to the terms of the Plan, the terms of which are
incorporated in this Agreement by reference. 
The Option will in all respects be interpreted in accordance with the
Plan.  All capitalized terms, which are
not otherwise defined in this Agreement, will have the meaning specified in the
Plan.  The Plan Administrator will
interpret and construe the Plan and this Agreement, and its interpretations and
determinations will be conclusive and binding on the parties and any other
person claiming an interest with respect to any issue arising under this
Agreement.


11.  Severability.


The
provisions of this Agreement are severable. 
If any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions will nevertheless
be binding and enforceable.


IN WITNESS
WHEREOF, Constellation Energy Group, Inc. and Participant have executed this
Stock Option Agreement effective as of the Grant Date.


	
  Constellation Energy Group,
  Inc

  	
  ACCEPTED AND AGREED TO:

  
	
   

  	
   

  
	
   

  	
   

  
	
  [NAME]

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  «First» «Middle» «Last»       

  	
   

  
	
  [TITLE,
  DEPARTMENT]

  	
   

  



 



 30