EXHIBIT 10(l)

                          CONSTELLATION HOLDINGS, INC.
                           DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

1.      Objective. The objective of this Plan is to provide a portion of the
        Compensation of non-employee Directors of CHI in the form of Stock
        Units, thereby promoting a greater identity of interest between CHI's
        non-employee Directors and its parent company's stockholders, and to
        enable such Directors to defer receipt of the portion 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 CHI 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.

        "BGE" means Baltimore Gas and Electric Company, a Maryland corporation,
        or its successor.

        "Board" means the Board of Directors of CHI.

        "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 (i) the purchase or acquisition by any
        person, entity or group of persons (within the meaning of section 13(d)
        or 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), or
        any comparable successor provisions), of beneficial ownership (within
        the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20
        percent or more of either the outstanding shares of common stock of BGE
        or the combined voting power of BGE's then outstanding shares of voting
        securities entitled to a vote generally, or (ii) the approval by the
        stockholders of BGE of a reorganization, merger or consolidation, in
        each case, with respect to which persons who were stockholders of BGE
        immediately prior to such reorganization, merger or consolidation do
        not, immediately thereafter, own more than 50 percent of the combined
        voting power entitled to vote generally in the election of directors of
        the reorganized, merged or consolidated entity's then outstanding
        securities, or (iii) a liquidation or dissolution of BGE or the sale of


<PAGE>

        substantially all of its assets, or (iv) a change of more than one-half
        of the members of the board of directors of BGE within a 90-day period
        for reasons other than the death, disability, or retirement of such
        members or (v) the purchase or acquisition by any person, entity or
        group of persons (within the meaning of section 13(d) or 14(d) of the
        Exchange Act, or any comparable successor provisions), of beneficial
        ownership (within the meaning of Rule 13d-3 promulgated under the
        Exchange Act) of 20 percent or more of either the outstanding shares of
        common stock of CHI or the combined voting power of CHI's then
        outstanding shares of voting securities entitled to a vote generally
        unless such purchase or acquisition is deemed to have occurred as the
        result of a reorganization, merger or consolidation involving BGE, or
        (vi) the approval by the stockholders of CHI of a reorganization, merger
        or consolidation, in each case, with respect to which persons who were
        stockholders of CHI immediately prior to such reorganization, merger or
        consolidation do not, immediately thereafter, own more than 50 percent
        of the combined voting power entitled to vote generally in the election
        of directors of the reorganized, merged or consolidated entity's then
        outstanding securities, or (vii) a liquidation or dissolution of CHI or
        the sale of substantially all of its assets, or (viii) a change of more
        than one-half of the members of the Board of Directors of CHI within a
        90-day period for reasons other than the death, disability, or
        retirement of such members.

        "CHI" means Constellation Holdings, Inc., a Maryland corporation, or its
        successor.

        "Common Stock" means the common stock, without par value, of BGE.

        "Compensation" means any Annual Retainer and meeting fees payable by
        CHI to a participant in his/her capacity as a Director. Compensation
        excludes expense reimbursements paid by CHI to a participant in his/her
        capacity as a Director.

        "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 CHI 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

                                       2

<PAGE>

        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 for the most recent 30 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. CHI will not reserve or otherwise set aside any Common
        Stock for or to any Stock Account.

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

                                       3

<PAGE>

        direction of the Plan Administrator. However, amendments required to
        keep the Plan in compliance with applicable laws and regulations may be
        made by the Secretary of CHI (or other officer of CHI 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 Secretary
        of CHI and all other employees of CHI or its subsidiaries/affiliates
        whose assigned duties include matters under the Plan, shall be
        indemnified by CHI or its subsidiaries /affiliates or from proceeds
        under insurance policies purchased by CHI 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 is required to participate in
        this Plan with respect to the receipt of fifty percent (50%) of his/her
        Annual Retainer in the form of Stock Units under Section 5 of the Plan,
        while so classified.

        (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.

        (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. The Stock Account of a participant will be
        credited on January 1 of each 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 fifty percent (50%) of the
        participant's Annual Retainer for such calendar year, at Fair Market
        Value on such January 1.

        If a participant initially becomes eligible to participate in the Plan
        during a calendar year, the Stock Account of the

                                       4

<PAGE>

        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 eligible to participate in the Plan, 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) fifty percent (50%) of the participant's Annual
        Retainer multiplied by (ii) a fraction the numerator of which is the
        number of full calendar months in the calendar year on and after such
        date, 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 or fifty percent (50%) of his/her Annual Retainer that is
        payable in cash (i.e., fifty percent (50%) of the Annual Retainer)
        and/or 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). 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 Secretary of
        CHI (or other officer of CHI 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 eligible to
        participate in the Plan 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 eligible to participate in the
        Plan, and shall be effective with respect to Compensation earned after
        the date the election is received by the Secretary of CHI (or other
        officer of CHI 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
        Secretary of CHI (or other officer of CHI 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
        the Secretary of CHI.

                                       5

<PAGE>

        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.  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 date the  participant's  initial  election to  participate in the
        Plan becomes  effective).  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 Interest  Income Fund under the
        Baltimore Gas and Electric Company  Employee  Savings Plan, 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.

8.      Stock Accounts. 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 date the participant's initial election to participate in the Plan
        becomes effective). 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.

        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 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, recapitalization, combination or
        exchange of shares or other

                                       6

<PAGE>

        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 CHI.

        A participant may elect (by notification in the form and manner
        established by the Secretary of CHI (or other officer of CHI 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
        eligible to participate 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 Secretary of CHI (or other officer of CHI 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 Cash
        Account has been paid out.

        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

                                       7

<PAGE>

        year following the calendar year that eligibility to participate
        terminates.

        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 on which the participant's eligibility to participate terminates
        (or, the date that is the last day of the calendar year during which the
        participant reaches age 70, for a participant who elects to begin
        distributions while still eligible to participate), 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 ("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 Secretary of CHI (or other officer of CHI 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 the
        Secretary, unless prior to the participant's death or Disability, the
        participant elected (in the form and manner established by the Secretary
        of CHI (or other officer of CHI 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;

                                       8

<PAGE>

        provided, however, that the participant may make a distribution option
        election for a new beneficiary who is initially designated after the
        participant's eligibility to participate terminates, and 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 Secretary of CHI (or other officer of CHI
        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 the Secretary . 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

                                       9

<PAGE>

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

10.     Beneficiaries. A participant shall have the right to designate, change
        or rescind a beneficiary(ies) who is to receive a distribution(s)
        pursuant to Section 9 in the event of the death 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
        Secretary of CHI (or other officer of CHI succeeding to that function)
        from time to time. The last designation of beneficiary received by the
        Secretary shall be controlling over any testamentary or purported
        disposition by the participant (or, if applicable, the participant's
        beneficiary(ies)), provided that no designation, recision or change
        thereof shall be effective unless received by the Secretary 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 CHI
        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 The Wall Street
        Journal. The value of the Cash Account will equal the balance in the
        Cash Account on the last business day of the calendar year.

                                       10

<PAGE>

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 consent by any person or
        entity,  upon a Change in Control, and once operative  shall  supersede
        and control over any other

                                       11

<PAGE>

        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. CHI 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.

        (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.

                                       12

<PAGE>

        (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 CHI. To the
        extent that any person acquires a right to receive payments from CHI
        under this Plan, such rights shall be no greater than the right of any
        unsecured general creditor of CHI. The expenses of administering the
        Plan will be borne by CHI.

        (vii) Not a contract - Participation in this Plan shall not constitute
        a contract of employment or Board membership between CHI 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 CHI becomes a party to a merger,
        consolidation, sale of substantially all of its assets or any other
        corporate reorganization in which CHI will not be the surviving
        corporation or in which the holders of the common stock of CHI will
        receive securities of another corporation (in any such case, the "New
        Company"), then the New Company shall assume the rights and obligations
        of CHI under this Plan.

                                       13