EXHIBIT
10(a)


Constellation Energy Group, Inc.


Deferred Compensation Plan


For
Non-Employee Directors


1.                                       Objective.  The objective of this Plan is to offer a
portion of the Compensation of non-employee Directors of Constellation Energy
Group in the form of Stock Units, thereby promoting a greater identity of
interest between Constellation Energy Group’s non-employee Directors and its
stockholders, and to enable such Directors to defer receipt of their
Compensation that is payable in cash.


2.                                       Definitions.  As used herein, the following terms will have
the meaning specified below:


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


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


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


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


(i)                    individuals
who, on January 24, 2003, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to January 24, 2003, whose election or nomination for election was approved by
a vote of at least two-thirds of the Incumbent Directors then on the Board
(either by a specific vote or by approval of the proxy statement of
Constellation Energy Group (the “Company”)
in which such person is named as a nominee for director, without written
objection to such nomination) shall be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company
as a result of an actual or threatened election contest with respect to
directors or as a result of any other actual or threatened solicitation of
proxies by or on 









 



behalf of any
person other than the Board shall be deemed to be an Incumbent Director;


(ii)                   any “person”
(as such term is defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)
and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or
becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company’s then outstanding securities
eligible to vote for the election of the Board (the “Company
Voting Securities”); provided, however, that the
event described in this paragraph (ii) shall not be deemed to be a Change in
Control by virtue of any of the following acquisitions:  (A) by the Company or any corporation with
respect to which the Company owns a majority of the outstanding shares of
common stock or has the power to vote or direct the voting of sufficient
securities to elect a majority of the directors (a “Subsidiary
Company”), (B) by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary Company, (C) by any
underwriter temporarily holding securities pursuant to an offering of such
securities, (D) pursuant to a Non-Qualifying Transaction (as defined in
paragraph (iii)), or (E) pursuant to any acquisition by Plan participant or any
group of persons including Plan participant (or any entity controlled by Plan
participant or any group of persons including Plan participant);


(iii)                  consummation of
a merger, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company or any of its Subsidiary Companies, (a “Business Combination”), unless
immediately following such Business Combination:  (A) more than 60% of the total voting power
of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of at least 95% of the voting securities eligible to elect
directors of the Surviving Corporation (the “Parent
Corporation”), is represented by Company Voting Securities that
were outstanding immediately prior to such Business 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 



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plan (or related
trust) sponsored or maintained by the Surviving Corporation or the Parent
Corporation), is or becomes the beneficial owner, directly or indirectly, of
20% or more of the total voting power of the outstanding voting securities
eligible to elect directors of the Parent Corporation (or, if there is no
Parent Corporation, the Surviving Corporation) and (C) at least a majority of
the members of the board of directors of the Parent Corporation (or, if there
is no Parent Corporation, the Surviving Corporation) following the consummation
of the Business Combination were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B), and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or


(iv)                  the stockholders
of the Company approve a plan of complete liquidation or dissolution of the
Company, or the consummation of a sale of all or substantially all of the
Company’s assets.


Notwithstanding the foregoing, a Change in Control of
the Company shall not be deemed to occur solely because any person acquires
beneficial ownership of more than 20% of the Company Voting Securities as a
result of the acquisition of Company Voting Securities by the Company which
reduces the number of Company Voting Securities outstanding; provided, that
if after such acquisition by the Company such person becomes the beneficial
owner of additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a
Change in Control of the Company shall then occur.


“Committee” means the Compensation Committee of
the Board.


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


“Compensation” means any Annual Retainer and
meeting fees payable by Constellation Energy Group to a participant in his/her
capacity as a Director.  Compensation
excludes expense reimbursements paid by Constellation Energy Group to a
participant in his/her capacity as a Director.


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



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


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


“Disability” or “Disabled” means that
the Plan Administrator has determined that the participant is unable to fulfill
his/her responsibilities of Board membership because of illness or injury.  For purposes of this Plan, a participant’s
eligibility to participate shall be deemed to have terminated on the date
he/she is determined by the Plan Administrator to be Disabled.


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


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


“Fair Market Value” means, as of any specified
date, the average closing price of a share of Common Stock, reported in “New
York Stock Exchange Composite Transactions” as published in the Eastern Edition
of The Wall Street Journal averaged for the most recent 20 days during
which Common Stock was traded on the New York Stock Exchange (including such
valuation date if a trading date).


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


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


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


“Stock Unit(s)” means the share equivalents
credited to a Participant’s Stock Account pursuant to Section 8.  The use of Stock Units is for bookkeeping
purposes only; the Stock Units are not actual shares of Common Stock.  Constellation Energy Group will not reserve
or otherwise set aside any Common Stock for or to any Stock Account.



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3.                                       Plan
Administration.


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


(ii)                     Amendment
- This Plan may be amended from time to time or suspended or terminated at any
time, at the written direction of the Plan Administrator.  However, amendments required to keep the Plan
in compliance with applicable laws and regulations may be made by the Vice
President — Human Resources of Constellation Energy Group (or other vice
president succeeding to that function) on advice of counsel.  Nothing herein creates a vested right.


(iii)                    Indemnification
- The Plan Administrator (and its designees), Chairman of the Board, Chief
Executive Officer, President, and Vice President-Human Resources of
Constellation Energy Group and all other employees of Constellation Energy
Group or its subsidiaries/affiliates whose assigned duties include matters
under the Plan, shall be indemnified by Constellation Energy Group or its
subsidiaries /affiliates or from proceeds under insurance policies purchased by
Constellation Energy Group or its subsidiaries/affiliates, against any and all
liabilities arising by reason of any act or failure to act made in good faith
pursuant to the provisions of the Plan, including expenses reasonably incurred
in the defense of any related claim.


4.                                       Eligibility
and Participation.


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


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



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


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


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


The
Stock Account will be maintained pursuant to Section 8.


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


Such
election shall be made by written notification to the Vice President-Human
Resources of Constellation Energy Group 



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(or
other vice president succeeding to that function).  Such election shall be made prior to the
calendar year during which the applicable cash Compensation is payable, and
shall be effective as of the first day of such calendar year.  If a participant initially becomes a Director
during a calendar year, the election for such calendar year must be made within
thirty (30) calendar days after the date the participant initially becomes a
Director, and shall be effective with respect to Compensation earned after the
date the election is received by the Vice President-Human Resources of
Constellation Energy Group (or other vice president succeeding to that
function).  Elections under this Section
shall remain in effect for all succeeding calendar years until revoked.  Elections may be revoked by written
notification to the Vice President-Human Resources of Constellation Energy
Group (or other vice president succeeding to that function), and shall be
effective as of the first day of the calendar year following the calendar year
during which the revocation is received by such Vice President.


Notwithstanding anything herein contained to the
contrary, the Plan Administrator shall have the right in its sole discretion to
permit a participant to defer other percentages of his/her Annual Retainer
and/or other Compensation that is payable in cash.


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



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fraction, the numerator of which is the number of full
calendar months in the calendar year after the participant’s Board membership
ceased, and the denominator of which is 12 (or, for a participant who became a
Director during the calendar year, the number of months during the calendar
year after the participant became a Director (including the month Board
membership commenced).


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


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


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


In
the event of any change in the outstanding shares of Common Stock by reason of
any stock dividend or split, 



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recapitalization,
combination or exchange of shares or other similar changes in the Common Stock,
then appropriate adjustments shall be made in the number of Stock Units in each
participant’s Stock Account.  Such
adjustments shall be made effective on the date of the change related to the
Common Stock.


9.                                       Distributions
of Plan Accounts.  Distributions of
Plan Accounts shall be made in cash only, from the general assets of Constellation
Energy Group.


A
participant may elect (by notification in the form and manner established by
the Vice President-Human Resources of Constellation Energy Group (or other vice
president succeeding to that function) from time to time) to begin distributions
(i) in the calendar year following the calendar year that eligibility to
participate terminates, (ii) in the calendar year following the calendar year
in which a participant attains age 70, if later, or (iii) any calendar year
between (i) and (ii).  Such election must
be made prior to the end of the calendar year in which eligibility to
participate terminates.  Alternatively, a
participant who reaches age 70 while still a Director may elect to begin
distributions, in the calendar year following the calendar year that the
participant reaches age 70, of amounts in his/her Plan Accounts as of the end
of the calendar year the participant reaches age 70.  Such election must be made prior to the end
of the calendar year in which the participant reaches age 70, and a
distribution election to receive any subsequently deferred amounts beginning in
the calendar year following the calendar year that eligibility to participate
terminates, must be made prior to the end of the calendar year in which
eligibility to participate terminates.


A
participant may elect (by notification in the form and manner established by
the Vice President-Human Resources of Constellation Energy Group (or other vice
president succeeding to that function) from time to time) to receive distributions
in a single payment or in annual installments during a period not to exceed
fifteen years.  The single payment or the
first installment payment, whichever is applicable, shall be made within the
first sixty (60) calendar days of the calendar year elected for
distribution.  Subsequent installments,
if any, shall be made within the first sixty (60) calendar days of each
succeeding calendar year until the participant’s Plan Accounts have been paid
out.



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In the event applicable elections are not timely made,
a participant shall receive a distribution in a single payment within the first
sixty (60) calendar days of the calendar year following the calendar year that
eligibility to participate terminates.


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


If
a participant dies or becomes Disabled, the entire unpaid balance of his/her
Plan Accounts shall be paid to the beneficiary(ies) designated by the
participant by notification in the form and manner established by the Vice
President-Human Resources of Constellation Energy Group (or other vice
president succeeding to that function) from time to time or, if no designation
was made, in the event of death, to the estate of the participant, and in the
event of Disability, to the participant. 
Payment shall be made within sixty (60) calendar days after notice of
death or Disability is received by such Vice President, unless prior to the
participant’s death or Disability, the participant elected (in the form and
manner established by the Vice President-Human Resources of Constellation
Energy Group (or other vice president succeeding to that function) from time to
time) a delayed and/or installment distribution option for such
beneficiary(ies); provided, however that (i) such a distribution option
election shall be effective only if the value of the participant’s Plan
Accounts is more than $50,000 on the date of the participant’s death or
Disability; and (ii) the final distribution must be made to such
beneficiary(ies) no later than 15 years after the participant’s death or
Disability.  After the end of the
calendar year that a participant’s eligibility to participate terminates, a
distribution option election for a particular beneficiary is irrevocable;
provided, however, that the participant may make a distribution option election
for a new beneficiary who is initially designated after the 



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participant’s
eligibility to participate terminates, and such election is irrevocable with
respect to the new beneficiary.


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


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
Cash Account shall be paid to the beneficiary(ies) designated by the
participant’s beneficiary by notification in the form and manner established by
the Vice President-Human Resources of Constellation Energy Group (or other vice
president succeeding to that function) from time to time or, if no designation
was made, to the estate of the participant’s beneficiary.  Payment shall be made within sixty (60)
calendar days after notice of death is received by such Vice President.  The value of the Cash Account that is payable
in cash is equal to the balance in the Cash Account on the date that is no earlier
than five (5) calendar days prior to the day of such distribution.


Notwithstanding
anything herein contained to the contrary, the Plan Administrator shall have
the right in its sole discretion to (i) vary the manner and timing of
distributions of a participant or beneficiary entitled to a distribution under
this Section 9, and may make such distributions in a single payment or over a
shorter or longer period of time than that elected by a participant; and (ii)
vary the period during which the closing price of Common Stock is referenced to
determine the value of the Stock Account that is transferred to the Cash
Account on the 



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date
on which the participant’s eligibility to participate terminates.  Any affected participants will not
participate in exercising such discretion.


10.                                 Beneficiaries.
A participant shall have the right to designate, change or rescind a
beneficiary(ies) who is to receive a distribution(s) pursuant to Section 9 in
the event of the death or Disability 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 9 in the event of the death of the participant’s beneficiary(ies).


Any designation, change or recision of the designation
of beneficiary shall be made by notification in the form and manner established
by the Vice President-Human Resources of Constellation Energy Group (or other
vice president succeeding to that function) from time to time.  The last designation of beneficiary received
by such Vice President shall be controlling over any testamentary or purported
disposition by the participant (or, if applicable, the participant’s
beneficiary(ies)), provided that no designation, recision or change thereof
shall be effective unless received by such Vice President prior to the death or
Disability (whichever is applicable) of the participant (or, if applicable, the
death of the participant’s beneficiary(ies)).


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


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



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balance in the Cash Account on the last business day of the calendar
year.


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


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


13.                                 Change
in Control.  The terms of this
Section 13 shall immediately become operative, without further action or 



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consent by any person or entity, upon a Change in Control, and once
operative shall supersede and control over any other provisions of this
Plan.  Upon the occurrence of a Change in
Control followed within one year of the date of such Change in Control by the
participant’s cessation of Board membership for any reason, such participant
shall be paid the value of his/her Plan Accounts in a single, lump sum cash
payment.  The value of the Stock Account,
which is equal to the number of Stock Units in the Stock Account multiplied by
the Fair Market Value on the date of the participant’s cessation of Board
membership, is transferred to the Cash Account on such date.  Earnings are credited to the Cash Account
through the date of distribution.  The
value of the Cash Account that is payable in cash on the date of the single
lump sum cash payment is equal to the balance in the Cash Account on the date
that is no earlier than five (5) calendar days prior to the day of such
distribution.  Such payment shall be made
as soon as practicable, but in no event later than thirty (30) calendar days
after the date of the participant’s cessation of Board membership.  On or after a Change in Control, no action,
including, but not by way of limitation, the amendment, suspension or
termination of the Plan, shall be taken which would affect the rights of any
participant or the operation of this Plan with respect to the balance in the
participant’s Plan Accounts.


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


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


16.                                 Miscellaneous.


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


(ii)                   Controlling
law - The Plan and its administration shall be governed by the laws of the State of Maryland, except to the extent preempted by
federal law.



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


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


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


(vi)                  Funding and
expenses - Benefits under the Plan are not vested or funded, and shall be
paid out of the general assets of Constellation Energy Group.  To the extent that any person acquires a
right to receive payments from Constellation Energy Group under this Plan, such
rights shall be no greater than the right of any unsecured general creditor of
Constellation Energy Group.  The expenses
of administering the Plan will be borne by Constellation Energy Group.


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


(viii)                Successors
- In the event Constellation Energy Group becomes a party to a merger,
consolidation, sale of substantially all of its assets or any other corporate
reorganization in which Constellation Energy Group will not be the surviving
corporation or in which the holders of the common stock of Constellation Energy
Group will receive securities of another corporation (in any such case, the “New
Company”), then the New Company shall assume the rights and obligations of
Constellation Energy Group under this Plan.



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Constellation Energy Group, Inc.

Deferred Compensation Plan

For Non-Employee Directors


Addendum


The
Board of Directors of Constellation Energy Group, Inc. has authorized an
amendment to the Constellation Energy Group, Inc. Deferred Compensation Plan
for Non-Employee Directors, to be made effective January 1, 2005, to allow
non-employee directors to defer all of their restricted stock award into
deferred stock units.  The amount
deferred is credited to the participant’s Stock Account on January 1 (or, if
later, the first day of the first month after the participant becomes a
Director).  A participant’s Stock Account
shall be credited with Stock Units equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased with the
value of such deferred restricted stock award, at Fair Market Value on such
date.


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



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