**Exhibit10(T)**

Constellation EnergyGroup, Inc.

2007 Long-Term IncentivePlan

(Plan)

1.                                       **Purpose**.  The purpose of this Plan is to increaseshareholder value by providing a long-term incentive to reward officers and keyemployees of the Company and its Subsidiaries, who are mainly responsible forthe continued growth, development, and financial success of the Company and itsSubsidiaries, and for the continued profitable performance of the Company andits Subsidiaries.  The Plan is alsodesigned to permit the Company and its Subsidiaries to attract and retaintalented and motivated directors, officers, consultants and employees and toincrease their ownership of Company common stock.  The Plan also provides the ability to awardlong-term incentives that qualify for federal income tax deduction.  Upon the adoption of this Plan, no new Awardsshall be granted under any prior long-term incentive plan.

2.                                       **Definitions**.  All singular terms defined in this Plan willinclude the plural and  *vice versa*.  As used herein, the following terms will havethe meaning specified below:

“Award” means individually or collectively, Cash-BasedAward, Restricted Stock, Restricted Stock Units, Options, Performance Units,Stock Appreciation Rights, Dividend Equivalents, or Other Equity granted underthis Plan.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” means an Award granted to aParticipant as described in Section 12A.

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

(i)            individualswho, on the effective date of the adoption of the Plan, constitute the Board(the “Incumbent Directors”)cease for any reason to constitute at least a majority of the Board, providedthat any person becoming a director subsequent to such adoption date, whoseelection or nomination for election was approved by a vote of at leasttwo-thirds of the Incumbent Directors then on the Board (either by a specificvote or by approval of the proxy statement of the Company in which such personis named as a nominee for director, without written objection to suchnomination) shall be an Incumbent Director; provided, however,that no individual initially elected or nominated as a director of the Companyas a result of an actual or threatened election contest with respect todirectors or as a result of any other actual or threatened solicitation ofproxies by or on behalf of any person other than the Board shall be deemed tobe an Incumbent Director;

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(ii)           any“person” (as such term is defined in Section 3(a)(9) of the 1934 Act and asused in Sections 13(d)(3) and 14(d)(2) of the 1934 Act) is or becomes a “beneficialowner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly,of securities of the Company representing 20% or more of the combined voting powerof the Company’s then outstanding securities eligible to vote for the electionof the Board (the “Company VotingSecurities”); provided, however, that the event describedin this paragraph (ii) shall not be deemed to be a Change in Control by virtueof any of the following acquisitions: (A) by the Company or any corporation with respect to which the Companyowns a majority of the outstanding shares of common stock or has the power tovote or direct the voting of sufficient securities to elect a majority of thedirectors (a “Subsidiary Company”),(B) by any employee benefit plan (or related trust) sponsored or maintained bythe Company or any Subsidiary Company, (C) by any underwriter temporarilyholding securities pursuant to an offering of such securities, (D) pursuant toa Non-Qualifying Transaction (as defined in paragraph (iii)), or (E) pursuantto any acquisition by a Participant or any group of persons including aParticipant (or any entity controlled by a Participant or any group of personsincluding a Participant);

(iii)          consummationof a merger, consolidation, statutory share exchange or similar form ofcorporate transaction involving the Company (a “Business Combination”), unless immediately following suchBusiness Combination:  (A) more than 60%of the total voting power of (x) the corporation resulting from such BusinessCombination (the “Surviving Corporation”),or (y) if applicable, the ultimate parent corporation that directly orindirectly has beneficial ownership of at least 95% of the voting securitieseligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is representedby Company Voting Securities that were outstanding immediately prior to suchBusiness Combination (or, if applicable, is represented by shares into whichsuch Company Voting Securities were converted pursuant to such BusinessCombination), and such voting power among the holders thereof is insubstantially the same proportion as the voting power of such Company VotingSecurities among the holders thereof immediately prior to the BusinessCombination, (B) no person (other than any employee benefit plan (or relatedtrust) sponsored or maintained by the Surviving Corporation or the ParentCorporation), is or becomes the beneficial owner, directly or indirectly, of20% or more of the total voting power of the outstanding voting securitieseligible to elect directors of the Parent Corporation (or, if there is noParent Corporation, the Surviving Corporation) and (C) at least a majority ofthe members of the board of directors of the Parent Corporation (or, if thereis no Parent Corporation, the Surviving Corporation) following the consummationof the Business Combination were Incumbent Directors at the time of the Board’sapproval of the execution of the initial agreement providing for such BusinessCombination (any Business Combination which satisfies all of the criteriaspecified in (A), (B), and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

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(iv)          thestockholders of the Company approve a plan of complete liquidation ordissolution of the Company, or the consummation of a sale of all orsubstantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control ofthe Company shall not be deemed to occur solely because any person acquiresbeneficial ownership of more than 20% of the Company Voting Securities as aresult of the acquisition of Company Voting Securities by the Company whichreduces the number of Company Voting Securities outstanding; provided, thatif after such acquisition by the Company such person becomes the beneficialowner of additional Company Voting Securities that increases the percentage ofoutstanding Company Voting Securities beneficially owned by such person, aChange in Control of the Company shall then occur.

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

“Committee” means the Compensation Committee of theBoard or such other committee as the Board shall appoint from time to time toadminister the Plan and to otherwise exercise and perform the authority andfunctions assigned to the Committee under the terms of the Plan, at least twomembers of which qualify as non-employee directors (within the meaning of Rule16b-3 promulgated under Section 16 of the 1934 Act), and as “outside directors”within the meaning of Treasury Regulation Section 1.162-27(e)(3) and as “independent”within the meaning of any rules or regulations promulgated by an applicablestock exchange or similar regulatory authority.

“Company” means Constellation Energy Group, Inc., aMaryland corporation, or its successor, including any “New Company” as providedin Section 16J.

“Covered Employee” means a Participant, who at thetime of reference, is a “covered employee”, as described in Code Section162(m).

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

“Disability” means the determination that aParticipant is “disabled” under the Company disability plan in effect at thattime or, if applicable to such Participant, a Subsidiary disability plan ineffect at that time.

“Dividend Equivalent” means an Award granted underSection 11.

“Eligible Person” means any person who satisfies allof the requirements of Section 5.

“Exercise Period” means the period or periods duringwhich a Stock Appreciation Right is exercisable.

“Fair Market Value” means the value of the Stockdetermined by such methods or procedures as shall be established from time totime by the Plan Administrator; provided, that to the extent required to avoidthe imposition of a tax under Section 409A of the Code in respect of an Award,such method shall conform to the requirements of Section 409A.

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

“1934 Act” means the Securities Exchange Act of 1934,as amended, and the rules and regulations promulgated thereunder.

“Option” or “Stock Option” means either a nonqualifiedstock option or an Incentive Stock Option.

“Option Period” or “Option Periods” means the periodor periods during which an Option is exercisable.

“Other Equity” means an Award granted under Section12B.

“Participant” means an individual who has been grantedan Award under this Plan.

“Pension Plan” means the Pension Plan of ConstellationEnergy Group, Inc. as may be amended from time to time, or other retirementplan of Constellation Energy Group, Inc. or a Subsidiary designated by theCommittee from time to time.

“Performance-Based Compensation” meanscompensation under an award that satisfies the requirements of Section 162(m)of the code for deductibility of remuneration paid to Covered Employees.

“Performance Measures” means measures asdescribed in Section 13 on which the performance goals are based and which areapproved by the Company’s shareholders pursuant to the Plan in order to qualifyAwards as Performance-Based Compensation.

“Performance Period” means the taxable year of theCompany or any other period designated by the Plan Administrator with respectto which an Award may be granted.

“Performance Target(s)” means the specific objectivegoal or goals that are timely set in writing by the Committee pursuant toSection 13B for each Participant for the applicable Performance Period inrespect of any one or more of the Performance Measures.

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

“Plan Administrator” means, as set forth in Section 4,the Committee or its designee.

“Restricted Stock” means Stock issued in the name of aParticipant that bears a restrictive legend prohibiting sale, transfer, pledgeor hypothecation of the Stock until the expiration of the restriction period asdescribed in Section 7.

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“Restricted Stock Unit” means a right grantedthat is denominated in shares of stock, each of which represents a right toreceive the value of a share of stock (or a percentage of such value, whichpercentage may be higher than 100%) upon the terms and conditions set forth bythe Plan Administrator.

“Retirement” means retirement on or after the “EarlyRetirement Date” (as such term is defined in the Pension Plan or otherretirement plan of Constellation Energy Group, Inc. or a Subsidiary designatedby the Committee from time to time).

“Stock” means the common stock, without par value, ofthe Company.

“Stock Appreciation Right” means an Award grantedunder Section 10.

“Subsidiary” means any entity that is directly orindirectly controlled by the Company or any entity, including an acquiredentity, in which the Company has a significant equity interest, as determinedby the Plan Administrator, in its discretion.

“Termination” means resignation or discharge fromemployment (or cessation of board membership in the case of a director orcessation of the performance of services in the case of a consultant) with theCompany or any of its Subsidiaries except in the event of death, Disability, orRetirement.

“Year” means a fiscal yearof the Company commencing on or after May 18, 2007 that constitutes all or partof the applicable Performance Period.

3.                                       **Effective Date, Duration and Stockholder Approval**.

A.            **Effective Date and Stockholder Approval.**  Subject to the approval of the Plan by theCompany’s shareholders in accordance with Maryland law at the Company’s 2007Annual Meeting of Stockholders, the Plan will be effective as of May 18, 2007.

B.            **Period for Grants of Awards.** Awards may be made as provided herein for a period of 10 years after May18, 2007.

C.            **Termination.**  The Planwill continue in effect until all matters relating to the payment ofoutstanding Awards and administration of the Plan have been settled.

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4.                                       **Plan Administration**.  The Committee is the Plan Administrator andhas sole authority (except as specified otherwise herein) to determine allquestions of interpretation and application of the Plan, or of the terms andconditions pursuant to which Awards are granted, exercised or forfeited underthe Plan provisions, and, in general, to make all determinations advisable forthe administration of the Plan to achieve its stated purpose.  Without limiting the generality of theforegoing, on or after the date of grant of an Award the Plan Administrator maymodify, amend, extend, renew or accelerate the vesting or settlement ofoutstanding Awards, or accept the surrender of outstanding Awards andsubstitute new Awards or otherwise amend an outstanding Award in whole or inpart from time-to-time in such manner as the Committee determines, in its soleand absolute discretion, to be necessary or appropriate, which amendments maybe made retroactively or prospectively, provided, however, that, (i) nomodification, amendment or substitution that results in repricing a StockOption or Stock Appreciation Right that is settled in shares to a lowerexercise price, other than to reflect an adjustment made pursuant to Section14, shall be made without prior stockholder approval; (ii) except as providedin Section 14 of the Plan, any modification that would materially adverselyaffect any outstanding Award shall not be made without the consent of theParticipant and, (iii) the Committee shall not have any such authority to theextent that the grant or exercise of such authority would cause any tax to becomedue under Section 409A of the Code).  Inaddition, the Committee will have the authority to determine whether anauthorized leave of absence, absence in the military or government service, orother break in the continuous service of an employee or consultant constitutesa termination of employment (or provision of services, in the case of aconsultant).  The employment of anemployee (or provision of services in respect of a consultant) with the Companyshall be deemed to have terminated for all purposes of the Plan if such personis employed by or provides services to an entity that is a Subsidiary of theCompany and such entity ceases to be a Subsidiary of the Company, unless theCommittee determines otherwise.

The Plan Administrator’s determinations underthe Plan (including without limitation, determinations of the persons toreceive Awards, the form, amount and timing of such Awards, the terms andprovisions of such Awards and any agreements evidencing such Awards) need notbe uniform and may be made by the Plan Administrator selectively among personswho receive, or are eligible to receive, Awards under the Plan, whether or notsuch persons are similarly situated. Such determinations shall be final and not subject to further appeal.

The Committee may delegate its authority underthe Plan to one or more subcommittees, which may be comprised of one or moredirectors, officers or employees of the Company to the extent permitted byapplicable law, with respect to Participants who are not directors or executiveofficers of the Company.

5.                                       **Eligibility**.  Each officer, employee, consultant ordirector of the Company and its Subsidiaries may be designated by the PlanAdministrator as a Participant, from time to time, with respect to one or moreAwards.  No officer, employee, consultantor director of the Company or its Subsidiaries shall have any right to begranted an Award under this Plan.  ThePlan Administrator may also grant Awards to individuals in connection with hiring(as an officer, employee, consultant or director), retention or otherwise[,prior to the date the individual first performs services for the Company or aSubsidiary; provided, however, that such Awards shall not become vested orexercisable prior to the date the individual first commences performance ofsuch services

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6.                                       **Grant of Awards and Limitation of Number of SharesAwarded. **The PlanAdministrator may, from time to time, grant Awards to one or more EligiblePersons, provided that subject to any adjustment pursuant to Section 14, theaggregate number of shares of Stock subject to Awards that may be deliveredunder this Plan may not exceed 9,000,000 shares.** **Shares delivered by the Companyunder the Plan may be authorized and unissued Stock or Stock purchased on theopen market (including private purchases) in accordance with applicablesecurities laws.

Any shares of Stock covered by an Award (or portion ofan Award) granted under the Plan that are forfeited or canceled, expire or arenot issued due to the cash-settlement of such Award, shall be deemed not tohave been delivered for purposes of determining the maximum number of sharesavailable for delivery under the Plan**. **Any shares of Stock covered by anAward (or portion of an Award) granted under a prior long-term incentive planthat are forfeited or canceled, expire or are not issued due to thecash-settlement of such prior long-term incentive plan Award shall be availablefor delivery under this Plan.

The maximum number of shares of Stock that may beissued in conjunction with  RestrictedStock or Restricted Stock Unit Awards under Section 7 of the Plan,  Performance Unit Awards under Section 9 ofthe Plan and other Equity Awards under Section 12 of the Plan shall in theaggregate be 4,500,000.  The maximumnumber of shares of Stock subject to Awards of any combination that may begranted during any calendar year under the Plan to any one person is 2,000,000****and the maximum amount of cash that may be granted pursuantto an Award during any calendar year under the Plan to any one person is$20,000,000; provided, however, that to the extent the maximum permissibleaward is not made in a year, such amount may be carried over to subsequentyears.  Such per-individual limit shallnot be adjusted to effect a restoration of shares of Stock with respect towhich the related Award is terminated, surrendered or canceled.   Shares of Stock covered by Awards grantedpursuant to the Plan in connection with the assumption, replacement, conversionor adjustment of outstanding equity-based awards in the context of a corporateacquisition or merger (within the meaning of Section 303A.08 of the New YorkStock Exchange Listed Company Manual or any successor provision) shall notcount as used under the Plan for purposes of this Section 6..

The Plan Administrator may permit or require arecipient of an Award to defer all or part of such individual’s receipt of thepayment of cash or the delivery of Stock that would otherwise be due to suchindividual by virtue of the exercise of, payment of, or lapse or waiver ofrestrictions respecting, any Award.  Ifany such payment deferral is required or permitted, the Plan Administratorshall, in its sole discretion, establish rules and procedures for such paymentdeferrals.

7.                                             **Restricted Stock and Restricted Stock Unit Awards**.

A.            **Grants of Restricted Shares or Units.** One or more shares ofRestricted Stock or Restricted Stock Units may be granted to any EligiblePerson.  The Restricted Stock may beissued or Restricted Stock Unit granted to the Participant on the Date of Grantwithout the payment of consideration by the Participant.  The Restricted Stock will be issued orRestricted Stock Unit granted in the name of the Participant and will bear arestrictive legend prohibiting sale, transfer, pledge or hypothecation of theRestricted Stock or Restricted Stock Unit until the expiration of therestriction period.  Each RestrictedStock or Restricted Stock Unit Award may have a different restriction period,at the discretion of the Plan Administrator.

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The Plan Administrator may also impose such otherrestrictions and conditions on the Restricted Stock or Restricted Stock Unit asit deems appropriate including, without limitation, a requirement that aParticipant pay a stipulated purchase price for each share of Restricted Stockor Restricted Stock Unit, restrictions based upon the achievement of specificperformance goals, service-based restrictions on vesting following attainmentof performance goals or service-based restrictions.

Upon issuance to the Participant of the RestrictedStock the Participant will have the right to vote the Restricted Stock.  Upon issuance to the Participant of theRestricted Stock or grant of the Restricted Stock Unit and subject to the PlanAdministrator’s discretion, the Participant will have the right to receive thecash dividends (or Dividend Equivalents as provided in Section 11)distributable with respect to such shares or units, with such dividends orDividend Equivalents treated as compensation to the Participant. The PlanAdministrator, in its sole discretion, may direct the accumulation and paymentof distributable dividends to the Participant at such times, and in such formand manner, as determined by the Plan Administrator.

B.            **Forfeiture or Payout ofAward.**  For Awards that aresubject to restrictions based upon achievement of specific performance goals,as soon as practicable after the end of each Performance Period, the PlanAdministrator will determine whether the performance objectives and othermaterial terms of the Award were satisfied.  The Plan Administrator’s determination of allsuch matters will be final and conclusive.

As soon as practicableafter the date the Plan Administrator makes the above determination, the PlanAdministrator will determine the Award payment for each Participant. In theevent a Participant ceases employment (or ceases board membership in the caseof a director or ceases theperformance of services in the case of a consultant) during a restriction period, a RestrictedStock or Restricted Stock Unit Award is subject to forfeiture or payout (i.e.,removal of restrictions) as follows: (a) involuntary Termination by the Companywithout cause (as determined in the sole discretion of the Company) - payout ofthe Restricted Stock or Restricted Stock Unit Award is prorated for serviceduring the period; (b) Retirement, Disability or death - payout of theRestricted Stock or Restricted Stock Unit Award is prorated for service duringthe period; or (c) other Termination - the Restricted Stock or Restricted StockUnit Award is completely forfeited. Notwithstanding the foregoing, the Plan Administrator may modify theabove in its sole discretion in the actual Award.

Any shares of Restricted Stock which are forfeitedwill be transferred to the Company.

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C.            **Form and Timing of Payment.** With respect to shares of Restricted Stock, upon completion of therestriction period and satisfaction of any other conditions related to theAward, all Award restrictions will expire and new certificates representing theAward will be issued (the payout) without the restrictive legend described inSection 7A.  With respect to RestrictedStock Units, upon completion of the restriction period and satisfaction of anyother conditions related to the Award, such Units may be paid out in cash orshares of Stock or in a combination of cash and Stock, as determined by thePlan Administrator in its sole discretion. Such payouts will be made as soon as practicable after the Award paymentis determined.

D.            **Waiver of Section 83(b) Election**.  Unless otherwise directed by the PlanAdministrator, as a condition of receiving an Award of Restricted Stock, aParticipant must waive in writing the right to make an election under Section83(b) of the Code to report the value of the Restricted Stock as income on theDate of Grant.

8.                                             **Stock Options**.

A.            **Grants of Options.** One or more Options may be granted to any Eligible Person on the Date ofGrant with or without the payment of consideration by the Participant.

B.            **Stock Option Agreement.** Each Option granted under the Plan will be evidenced by a “Stock OptionAgreement” between the Company and the Participant containing provisionsdetermined by the Plan Administrator, including, without limitation, provisionsto qualify Incentive Stock Options as such under Section 422 of the Code ifdirected by the Plan Administrator at the Date of Grant; provided, however,that each Incentive Stock Option Agreement must include the following terms andconditions:  (i) that the Options areexercisable, either in total or in part, with a partial exercise not affectingthe exercisability of the balance of the Option;  (ii) every share of Stock purchased throughthe 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, atthe earliest of (a) the Participant’s purchase of the Stock to which the Optionrelates, (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 theParticipant except by will or the laws of descent and distribution and will beexercisable during the Participant’s lifetime only by the Participant or by theParticipant’s guardian or legal representative; and (v) notwithstanding anyother provision, in the event of a public tender for all or any portion of theStock or in the event that any proposal to merge or consolidate the Companywith another company is submitted to the stockholders of the Company for avote, the Plan Administrator, in its sole discretion, may declare anypreviously granted Options to be immediately exercisable.

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

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D.            **Form of Payment.**  Atthe time of the exercise of the Option, the Option price will be payable incash or in shares of Stock or in a combination of cash and shares of Stock, ina form and manner as required by the Plan Administrator in its solediscretion.  When Stock is used in fullor partial payment of the Option price, it will be valued at the Fair MarketValue on the applicable date.

E.             **Other Terms and Conditions.** The Option will become exercisable in such manner and within such OptionPeriod or Periods, not to exceed 10 years from its Date of Grant, as set forthin the Stock Option Agreement upon payment in full.  Except as otherwise provided in this Plan orin the Stock Option Agreement, any vested Option may be exercised in whole orin part at any time.  In the event of aChange in Control, any vested option will remain exercisable for the durationof the Option Period.

F.             **Lapse of Option.**  AnOption will lapse upon the earlier of: (i) 10 years from the Date of Grant, or (ii) at the expiration of theOption Period set by the grant.  If theParticipant ceases employment (or ceases board membership in the case of adirector or ceases the performance of services in the case of a consultant)within the Option Period and prior to the lapse of the Option, the Option willlapse as follows: (a) Retirement, Disability or death — any unvested Optionwill lapse on the effective date of the Retirement, Disability or death and anyvested Option will lapse at the expiration of the Option Period set by theGrant; or (b) other Termination — any unvested Option will lapse on theeffective date of the Termination and any vested Option will lapse 90 daysafter the effective date of the Termination. Notwithstanding the foregoing, the Plan Administrator may modify theabove in its sole discretion in the actual Award.

G.            **Individual Limitation**. In the case of an Incentive Stock Option, the aggregate Fair MarketValue of the Stock for which Incentive Stock Options (whether under this Planor another arrangement) in any calendar year are first exercisable will notexceed $100,000 with respect to such calendar year (or such other individuallimit as may be in effect under the Code on the Date of Grant) plus any unusedportion of such limit as the Code may permit to be carried over.

9.                                       **Performance Units**.

A.            **Grants of PerformanceUnits.**  One or morePerformance Units may be granted to any Eligible Person.  The Performance Units may be issued to theParticipant on the Date of Grant without the payment of consideration by theParticipant.  One or more PerformanceUnits may be earned by an Eligible Person based on the achievement ofperformance objectives during a Performance Period, in the sole discretion ofthe Plan Administrator.  The PlanAdministrator may also impose such other restrictions and conditions on thePerformance Units as it deems appropriate. Each Performance Unit Award may be subject to different restrictions andconditions, at the discretion of the Plan Administrator.

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B.            **Forfeiture or Payout ofAward**. As soon as practicable after the end of each PerformancePeriod, the Plan Administrator will determine whether the performanceobjectives and other material terms of the Award were satisfied.  The Plan Administrator’s determination of allsuch matters will be final and conclusive.

As soon as practicableafter the date the Plan Administrator makes the above determination, the PlanAdministrator will determine the Award payment for each Participant.

In the event aParticipant ceases employment (or ceases board membership in the case of adirector or ceases the performance of services in the case of a consultant)during a Performance Period (or at the Plan Administrator’s discretion, priorto Award payout), the Performance Unit Award generally is subject to forfeitureor payout as follows: (a) involuntary Termination by the Company without cause(as determined in the sole discretion of the Company), Retirement, Disabilityor death — (i) if performance is at or above an applicable target at the timeemployment ceases, payout of the Performance Unit Award is based on 100% oftarget performance and prorated for service during the performance periodand  (ii) if performance is below lowesttarget at the time employment ceases no payout will be made; or (b) otherTermination - the Performance Unit Award is completely forfeited.  Notwithstanding the foregoing, the PlanAdministrator may modify the above in its sole discretion in the actual Award.

C.            **Form and Timing of Payment**.Each Performance Unit payout may be paid in cash or shares of Stock or in acombination of cash and Stock, as determined by the Plan Administrator in itssole discretion.  Such payouts will bemade within a reasonable period of time, as determined in the sole discretionof the Plan Administrator, after the Award payment is determined.

10.                                 **Stock Appreciation Rights**.

A.            **Grants of StockAppreciation Rights.**  StockAppreciation Rights may be granted under the Plan in conjunction with an Optioneither at the Date of Grant or by amendment or may be separately granted.  Each Stock Appreciation Right will have agrant price of not less than 100% of the Fair Market Value at the Date ofGrant.  Stock Appreciation Rights will besubject to such terms and conditions not inconsistent with the Plan as the PlanAdministrator may impose.

B.            **Right to Exercise;Exercise Period.** A Stock Appreciation Right issued pursuant to anOption will be exercisable to the extent the Option is exercisable.  A Stock Appreciation Right issued independentof an Option will be exercisable pursuant to such terms and conditionsestablished in the Award. Notwithstanding such terms and conditions, in the event of a publictender for all or any portion of the Stock or in the event that any proposal tomerge or consolidate the Company with another company is submitted to thestockholders of the Company for a vote, the Plan Administrator, in its solediscretion, may declare any previously granted Stock Appreciation Rightimmediately exercisable.

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

D.            **Payment.**  Anexercisable Stock Appreciation Right granted pursuant to an Option will entitlethe Participant to surrender unexercised the Option or any portion thereof towhich the Stock Appreciation Right is attached, and to receive in exchange forthe Stock Appreciation Right payment (in cash or Stock or a combination thereofas described below) equal to the excess of the Fair Market Value of one shareof Stock at the date of exercise over the Option price, times the number ofshares called for by the Stock Appreciation Right (or portion thereof) which isso surrendered.  Upon exercise of a StockAppreciation Right not granted pursuant to an Option, the Participant willreceive for each Stock Appreciation Right payment (in cash or Stock or acombination thereof as described below) equal to the excess of the Fair MarketValue of one share of Stock at the date of exercise over the Fair Market Valueof 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 insettlement of the Stock Appreciation Right to be in cash or Stock or acombination thereof.  Alternatively, thePlan Administrator may permit the Participant to elect to receive cash in fullor partial settlement of the Stock Appreciation Right, provided that the PlanAdministrator must consent to or disapprove such election.  The value of the Stock to be received uponexercise of a Stock Appreciation Right shall be the Fair Market Value of theStock on the trading day preceding the date on which the Stock AppreciationRight is exercised.  To the extent that aStock Appreciation Right issued pursuant to an Option is exercised, such Optionshall be deemed to have been exercised, and shall not be deemed to have lapsed.

E.             **Nontransferable.**  AStock Appreciation Right will not be transferable by the Participant except bywill or the laws of descent and distribution and will be exercisable during theParticipant’s lifetime only by the Participant or by the Participant’s guardianor legal representative.

F.             **Lapse of a Stock Appreciation Right.**  A Stock Appreciation Right will lapse uponthe earlier of:  (i) 10 years from theDate of Grant; or (ii) at the expiration of the Exercise Period as set by thegrant.  If the Participant ceasesemployment (or ceases Board membership in the case of a director or ceases theperformance of services in the case of a consultant) within the Exercise Periodand prior to the lapse of the Stock Appreciation Right, the Stock AppreciationRight will lapse as follows: (a) Retirement, Disability or death — any unvestedStock Appreciation Right will lapse on the effective date of the Retirement,Disability or death and any vested Stock Appreciation Right will lapse at theexpiration of the Exercise Period set by the grant; or (b) other Termination —any unvested Stock Appreciation Right will lapse on the effective date of theTermination and any vested Stock Appreciation Right will lapse 90 days afterthe effective date of the Termination; provided, however, that the PlanAdministrator may modify the above in its sole discretion.

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11.                                 **Dividend Equivalents**.

A.            **Grants of Dividend Equivalents**.  Dividend Equivalents may also be grantedunder the Plan in conjunction with Restricted Stock, Restricted Stock Units or PerformanceUnits, at any time during the Performance Period, without consideration by theParticipant.** **DividendEquivalents will be structured in a manner that complies with Section 409A ofthe Code.

B.            **Payment**.  EachDividend Equivalent will entitle the Participant to receive an amount equal tothe dividend actually paid with respect to a share of Stock on each dividendpayment date from the Date of Grant to the date the Dividend Equivalent lapsesas set forth in Section 11D.  The PlanAdministrator, in its sole discretion, may direct the payment of such amount atsuch times and in such form and manner as determined by the Plan Administrator.

C.            **Nontransferable**.  ADividend Equivalent will not be transferable by the Participant.

D.            **Lapse of a Dividend Equivalent**.  Each Dividend Equivalent will lapse on theearlier of (i) the end of the Performance Period (or if earlier, the date theParticipant ceases employment or ceases board membership in the case of adirector or ceases the performance of services in the case of a consultant) ofthe related Performance Units, Restricted Stock or Restricted Stock Unit Award;or (ii) the lapse date established by the Plan Administrator on the Date ofGrant of the Dividend Equivalent.

12.                                 **Cash-Based Awards and Other Equity Awards**.

A.**            Grant of Cash-Based Awards**.  Cash-Based Awards may be granted to anyEligible Person, in such amounts, on such terms and conditions, and for suchconsideration, including no consideration as the Plan Administrator shalldetermine.  A Cash-Based Award may bepaid in cash or shares of Stock or in a combination of cash and Stock, asdetermined in the sole discretion of the Plan Administrator.

B**.            Other Equity Awards**. One or more shares ofStock may be granted to any Eligible Person, in such amounts, on such terms andconditions, and for such consideration, including no consideration as the PlanAdministrator shall determine.  An OtherEquity Award may be denominated in Stock or other securities, stock-equivalentunits, securities or debentures convertible into Stock, or any combination ofthe foregoing and may be paid in Stock or other securities, in cash, or in acombination of Stock or other securities and cash, as determined in the solediscretion of the Plan Administrator.

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C**.            Forfeiture of Payout of Award**.  The Plan Administrator shall determine theextent to which the Participant shall have the right to receive outstandingCash-Based Awards or Other Equity Awards or to have such Awards vest or payout,as applicable, in the event aParticipant ceases employment (or ceases board membership in the case of adirector or ceases theperformance of services in the case of a consultant).  Suchprovisions shall be determined in the sole discretion of the PlanAdministrator, may be included in an agreement with the Participant reflectingthe terms of such Award, but need not be uniform among all such Awards, and mayreflect distinctions based on the reasons for the cessation.

13.**           Performance Measures**.

A.**            General**. Unless and until the Committee proposes for shareholder vote and theshareholders approve a change in the general Performance Measures set forth inthis Section, the performance goals upon which the payment or vesting of anAward to a Covered Employee that is intended to qualify as Performance-BasedCompensation shall be limited to goals set by reference to the followingPerformance Measures: net earnings or net income (before or after taxes);earnings per share; share price (including growth measures and totalshareholder return); net sales growth; net operating profit; capital targets(including return oncapital); return on assets; return on equity; earnings before or after taxes,interest, depreciation and/or amortization; ongoing earnings; net earnings; netsales growth; return on sales; cash flow (including operating cash flow, freecash flow, discounted cash flow return on investment, cash flow return oncapital and cash flow in excess of costs of capital); economic value added;value created; economic profit (net operating profit after tax, less a cost ofcapital charge); shareholder value added; revenues; operating income; pre-taxprofit margin; gross margin; performance against business plan; customerservice; corporate governance quotient or rating; market share; productivityratios; operating efficiency; employee satisfaction; customer satisfaction;safety; employee engagement; succession planning; supplier diversity; workforcediversity; margins (including gross, future gross or operating margins); creditrating; dividend payments; expenses (including targets or ratios); fuel costper million BTU; costs per kilowatt hour; retained earnings; completion ofacquisitions, divestitures, corporate restructurings, projects or otherspecific events or transactions; and individual goals based on objectivebusiness criteria underlying the goals listed above and which pertain toindividual effort as to achievement of those goals or to one or more businesscriteria in the areas of litigation, human resources, information services,production, inventory, support services, site development, plant development,building development, facility development, government relations, productmarket share or management.

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In the event the Committee intends that any Awardunder this Plan should qualify as Performance-Based Compensation, such Awardsshall be granted in accordance with the additional requirements of thisSection, which, in case of any conflict, shall supersede any other provision ofthe Plan.  For Awards subject to PerformanceMeasures set forth in this Section, the Committee will establish (a)Performance Target(s) relative to the applicable Performance Measures, (b) theapplicable Performance Period and (c) the applicable amount of cash or numberof shares that are the subject of the Award. The applicable Performance Period and Performance Target(s) shall bedetermined by the Committee consistent with the terms of the Plan and Section162(m) of the Code.  Notwithstanding thefact that the Performance Target(s) have been attained, the Committee may payan Award under this Section of less than the amount determined by the formulaor standard established pursuant to this Section or may pay no Award atall.  Before any payments are made underthis Section, the Committee shall be responsible for certifying in writing tothe Company that the applicable Performance Targets have been met.

B.**            Selection of Performance Target(s)**.  The specific Performance Target(s) withrespect to the Performance Measures must be established by the Committee inadvance of the deadlines applicable under Section 162(m) of the Code and whilethe performance relating to the Performance Target(s) remains substantiallyuncertain within the meaning of Section 162(m) of the Code.  The Performance Target(s) with respect to anyPerformance Period may be established based on the performance of the Companyor a Subsidiary as a whole or any business unit of the Company or a Subsidiaryor any combination thereof, as the Committee may deem appropriate, or on acumulative basis or in the alternative, or as compared to the performance of agroup of comparator companies, or a published or special index that theCommittee, in its sole discretion, deems appropriate.  The Committee also has the authority toprovide for accelerated vesting of any Award based on the achievement ofperformance goals pursuant to the Performance Measures specified in thisSection 13.  The Committee also has theauthority to use any other performance measures in connection with Awards underthe Plan that are not intended to qualify as Performance-BasedCompensation.  At the time thePerformance Target(s) are selected, the Committee shall provide, in terms of anobjective formula or standard for each Participant, the method of computing thespecific amount that will represent the maximum amount of Award payable to theParticipant if the Performance Target(s) are attained.  The objective formula or standard shallpreclude the use of discretion to increase the amount of any Award earnedpursuant to the terms of the Award.

C.**            Evaluation of Performance For Performance—BasedCompensation.**  The Committeemay provide in any such Award that any evaluation of performance may include orexclude, in whole or in part, any one or more of the following with respect tothe Performance Period: (i) the gain, loss, income or expense resulting fromchanges in tax laws or accounting principles or other laws or provisionsaffecting reported results,  that becomeeffective during the Performance Period; (ii) the gain, loss, income or expensewith respect to the Performance Period that are extraordinary or unusual innature or infrequent in occurrence, including but not limited to gain or losson certain transactions that do not meet the definition of cash flow hedgesunder generally accepted accounting principles and must be recognized forfinancial statement purposes prior to financial statement recognition of thegain or loss of the underlying transaction and also including but not limitedto any major corporate transaction-related costs; (iii) the gains or lossesresulting from, and the direct expenses incurred in 

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connection with mergers, acquisitions or  the disposition of a business, in whole or inpart, or the sale of investments or non-core assets; (iv) gain or loss from allor certain claims and/or litigation and all or certain insurance recoveriesrelating to claims or litigation; (v) the impact of impairment of tangible orintangible assets including but not limited to changes in valuation allowancesfor deferred income tax assets; (vi) any impact of the phase-out of the taxcredit for synthetic fuel or any synthetic fuel earnings; (vii) the impact ofreorganization, restructuring or business recharacterization activities,including but not limited to reductions in force; (viii) foreign exchange gainsand losses and (ix) the impact of investments or acquisitions made during theyear or, to the extent provided by the Committee, any prior year.  Each of the adjustments described in thisSection 13C may relate to the Company as a whole or any part of the Company’sbusiness or operations, as determined by the Committee at the time thePerformance Targets are established.  Tothe extent such adjustments affect Awards to Covered Employees, they shall beprescribed in a form that meets the requirements of Code Section 162(m) fordeductibility. The adjustments are to be determined in accordance withgenerally accepted accounting principles and standards, unless anotherobjective method of measurement is designated by the Committee.  In addition to the foregoing, the Committeeshall adjust any Performance Measures, Performance Targets or other features ofan Award that relate to or are wholly or partially based on the number of, orthe value of, any stock of the Company, to reflect any stock dividend or split,recapitalization, combination or exchange of shares or other similar changes insuch stock.

D.**  Committee Discretion to Determine Award. **The Committee has the solediscretion to determine the standard or formula pursuant to which eachParticipant’s Award shall be calculated, whether all or any portion of theamount so calculated will be paid, and the specific amount (if any) to be paidto each Participant, subject in all cases to the terms, conditions and limitsof the Plan.  To this same extent, theCommittee may at any time establish (and, once established, rescind, waive oramend) additional conditions and terms of payment of Awards (including but notlimited to the achievement of other financial, strategic or individual goals,which may be objective or subjective) as it may deem desirable in carrying outthe purposes of the Plan.  The Committeemay not, however, with respect to Performance-Based Compensation, increase themaximum amount permitted to be paid to any individual under the Plan or payAwards under this Section 13 if the applicable Performance Target(s) have notbeen satisfied.

In the event that the requirements of Section 162(m)and the regulations thereunder change to permit Committee discretion to alterthe governing Performance Measures without obtaining shareholder approval ofsuch changes, the Committee shall have sole discretion to make such changeswithout obtaining shareholder approval. In addition, in the event that the Committee determines that it isadvisable to grant Awards that shall not qualify as Performance-BasedCompensation and/or to amend previously granted Awards in a way that woulddisqualify them as Performance-Based Compensation, the Committee may make suchgrants without satisfying the requirements of Code Section 162(m) and may basevesting on Performance Measures other than those set forth in Section 13Aand/or make such amendments.

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14.                                 **Accelerated Award Payout/Exercise**.

A.**            Adjustment Upon Changes in Stock**.  In the event of any change in the number ofshares of Stock outstanding by reason of any stock dividend or split,recapitalization, merger, consolidation, combination or exchange of shares orsimilar corporate change, the maximum aggregate number of shares of Stock withrespect to which the Committee may grant Awards and the maximum aggregatenumber of shares of Stock with respect to which the Committee may grant Awardsto any individual Participant in any year shall be appropriately adjusted bythe Committee.  In the event of any changein the number of shares of Stock outstanding by reason of any other similarevent or transaction, the Committee may, but need not, make such adjustments inthe number and class of shares of Stock with respect to which Awards may begranted as the Committee may deem appropriate.

B.**            Increase or Decrease in IssuedShares Without Consideration**. Subject  to any required action by the shareholders ofthe Company, in the event of any increase or decrease in the number of issuedshares of Stock resulting from a subdivision or consolidation of shares ofStock or the payment of a stock dividend (but only on the shares of Stock), orany other increase or decrease in the number of such shares effected withoutreceipt or payment of consideration by the Company, the Committee shallproportionally adjust the number of shares of Stock subject to each outstandingAward and the exercise price per share of Stock of each such Award.

C.            **Certain Mergers**.  Subject to any required action by theshareholders of the Company, in the event that the Company shall be thesurviving corporation in any merger, consolidation or similar transaction as aresult of which the holders of shares of Stock receive consideration consistingexclusively of securities of such surviving corporation, the Committee shalladjust each Award outstanding on the date of such merger or consolidation sothat it pertains to and applies to the securities which a holder of the numberof shares of Stock subject to such Award would have received in such merger orconsolidation.

D.            **CertainOther Transactions.**

In the event of(i) a dissolution or liquidation of the Company, (ii) a sale of all orsubstantially all of the Company’s assets (on a consolidated basis), (iii) amerger, consolidation or similar transaction involving the Company in which theCompany is not the surviving corporation or (iv) a merger, consolidation orsimilar transaction involving the Company in which the Company is the survivingcorporation but the holders of shares of Stock receive securities of anothercorporation and/or other property, including cash, the Committee shall, in itsdiscretion, have the power to:

(i)  cancel, effectiveimmediately prior to the occurrence of such event, each Award (whether or notthen exercisable), and, in full consideration of such cancellation, pay to theParticipant to whom such Award was granted an amount in cash, for each share ofStock subject to such Award equal to the value, as determined by the  Committee in its discretion, of such Award,provided that with respect to any outstanding Option such value shall be equalto the excess of (A) the value, as determined by the Committee in itsdiscretion, of the property (including cash) received by the holder of a shareof Stock as a result of such event over (B) the exercise price of such Option;or

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(ii)  provide for the exchange ofeach Award (whether or not then exercisable or vested) for an incentive awardwith respect to, as appropriate, some or all of the property which a holder ofthe number of shares of Stock subject to such Award would have received in suchtransaction and, incident thereto, make an equitable adjustment as determinedby the Committee in its discretion in the exercise price of the incentiveaward, or the number of shares or amount of property subject to the incentiveaward or, if appropriate, provide for a cash payment to the Participant to whomsuch Award was granted in partial consideration for the exchange of the Award.

E.             **OtherChanges.**  In the event of anychange in the capitalization of the Company or corporate change other thanthose specifically referred to in paragraphs B, C or D, the Committee may, inits discretion, make such adjustments in the number and class of shares subjectto Awards outstanding on the date on which such change occurs and in such otherterms of such Awards as the Committee may consider appropriate.

F.             **NoOther Rights.**  Except asexpressly provided in the Plan, no Participant shall have any rights by reasonof any subdivision or consolidation of shares of stock of any class, thepayment of any dividend, any increase or decrease in the number of shares ofstock of any class or any dissolution, liquidation, merger or consolidation ofthe Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company ofshares of stock of any class, or securities convertible into shares of stock ofany class, shall affect, and no adjustment by reason thereof shall be made withrespect to, the number of shares or amount of other property subject to anyAward.

G.**            Changein Control. **Unless otherwise determined by the Committee in connection with the grant of an Award, orunless the Participant and the Company agree in writing that the provisions ofthis Section 14G shall not apply, the following provisions shall apply upon theoccurrence of a Change in Control of the Company:

i.                  RestrictedStock, Restricted Stock Unit, Cash-Based, or Other Equity Awards Subject toService-Based Restrictions on Vesting. A prorata portion of all outstandingRestricted Stock, Restricted Stock Unit, Cash-Based or Other Equity Awardssubject to service-based restrictions on vesting will be immediately and fullyvested and earned, with the prorata portion determined based on the number ofmonths in the restriction period that have elapsed as of the date of the Changein Control as compared to the total number of months in the restrictionperiod.  The amount of the Award not sovested shall remain outstanding (on a converted basis, if applicable) inaccordance with the original terms of the Award.

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ii.               StockOption Awards and Stock Appreciation Rights.  Any previously granted Stock Option Awards orStock Appreciation Rights will be immediately and fully vested and will becomefully exercisable.

Restricted Stock,Restricted Stock Unit, Cash-Based, or Other Equity Awards with RestrictionsBased on Achievement of Performance Goals/Performance Units.  The Participant will be entitled to animmediate accelerated vesting and payout of Performance Unit, Restricted Stock,Restricted Stock Unit, Cash-Based or Other Equity Awards with restrictionsbased on achievement of performance goals, and the amount of the acceleratedvesting and payout will be based on the number of such Restricted Stock orRestricted Stock Units/Performance Units subject to the Award as established onthe Date of Grant, prorated based on the number of months of the PerformancePeriod that have elapsed as of the date of the Change in Control as compared tothe total number of months in the Performance Period, and assuming maximumperformance was achieved.   Applicablepayouts shall be made in the form set forth in the original terms of thegrant.  The amount of the Award not sovested shall remain outstanding (on a converted basis, if applicable) inaccordance with the original terms of the grant.

H.**            SavingsClause. **No provision of thisSection 14 shall be given effect to the extent that such provision would causeany tax to become due under Section 409A of the Code.

15.                                 **Amendment of Plan.**

The Committee mayat any time and from time to time alter, amend, suspend or terminate the Planin whole or in part, except (i) no such action may be taken without stockholderapproval which materially increases the number of securities which may beissued pursuant to the Plan (except as provided in Section 14A - E), extendsthe period for granting Options under the Plan or materially modifies therequirements as to eligibility for participation in the Plan; (ii) no suchaction may be taken without the consent of the Participant to whom any Awardwas previously granted, which materially adversely affects the rights of suchParticipant concerning such Award, except as such alteration, termination,suspension or amendment of the Plan is required by statute, or rules andregulations promulgated thereunder; and (iii) no such action that would requirethe consent of the Board and/or the stockholders of the Company pursuant toSection 162(m) of the Code or the 1934 Act, or any other applicable law, rule,or regulation, or the requirements of any securities exchange on which sharesof stock are traded, shall be effective without such consent.  Notwithstanding the foregoing, except asotherwise required by applicable law, rule or regulation, the Committee mayamend the Plan at its discretion to (i) address any issues concerning Section162(m) of the Code; (ii) comply with applicable laws, rules or regulations andchanges thereto; or (iii) maintain an exemption under rule 16b-3 of the 1934Act. No provision of this Section 14 shall be given effect to the extent thatsuch provision would cause any tax to become due under Section 409A of theCode.

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16.                                 **Miscellaneous Provisions**.

A.            **Nontransferability.**  No benefit provided under this Plan shall besubject to alienation or assignment by a Participant (or by any person entitledto such benefit pursuant to the terms of this Plan), nor shall it be subject toattachment or other legal process except (i) to the extent specificallymandated and directed by applicable state or federal statute; (ii) as requestedby the Participant (or by any person entitled to such benefit pursuant to theterms of this Plan), and approved by the Committee, to satisfy income taxwithholding; and (iii) as requested by the Participant and approved by theCommittee, to members of the Participant’s family, or a trust established bythe Participant for the benefit of family members.

B.            **No Employment Right**.  Participation in this Plan shall notconstitute a contract of employment between the Company or any Subsidiary andany person and shall not be deemed to be consideration for, or a condition of,continued employment of any person.

C.            **Tax Withholding. **The Company or a Subsidiary maywithhold any applicable federal, state or local taxes at such time and uponsuch terms and conditions as required by law or determined by the Company or aSubsidiary.  Subject to compliance withany requirements of applicable law, the Plan Administrator may permit orrequire a Participant to have any portion of any withholding or other taxespayable in respect to a distribution of Stock satisfied through the payment ofcash by the Participant to the Company or a Subsidiary, the retention by theCompany or a Subsidiary of shares of Stock, or delivery of previously ownedshares of the Participant’s Stock, having a Fair Market Value equal to the withholdingamount.

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

E.             **Governmentand Other Regulations.**  Theobligation of the Company to make payment of Awards in Stock or otherwise shallbe subject to all applicable laws, rules, and regulations, and to suchapprovals by any government agencies as may be required. The Company shall beunder 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 thePlan.  If Stock awarded under the Planmay in certain circumstances be exempt from registration under the Act, theCompany may restrict its transfer in such manner as it deems advisable toensure such exempt status. Notwithstanding anything herein to the contrary, the Company shall notbe obligated to cause to be issued or delivered any certificates evidencingshares of Stock pursuant to the Plan unless and until the Company is advised byits counsel that the issuance and delivery of such certificates is incompliance with all applicable laws, regulations of governmental authority andthe requirements of any securities exchange on which shares of Stock aretraded.

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The exercise of any Option or Stock AppreciationRight granted under the Plan shall only be effective at such time as counsel tothe Company shall have determined that the issuance and delivery of shares ofStock pursuant to such exercise is in compliance with all applicable laws,regulations of governmental authority and the requirements of any securitiesexchange on which shares of Stock are traded. The Company may, in its discretion, defer the effectiveness of anexercise of an Option or Stock Appreciation Right hereunder or the issuance ortransfer of shares of Stock pursuant to any Award pending or to ensurecompliance under federal or state securities laws or the rules or regulationsof any exchange on which the shares are then listed for trading.  The Company shall inform the Participant in writingof its decision to defer the effectiveness of the exercise of an Option orStock Appreciation Right or the issuance or transfer of shares of Stockpursuant to any Award.  During the periodthat the effectiveness of the exercise of an Option or Stock Appreciation Righthas been deferred, the Participant may, by written notice, withdraw suchexercise and obtain the refund of any amount paid with respect thereto.

F.             **Compliance with Section 409A of the Code.**  This Plan is intended to comply and shall beadministered in a manner that is intended to comply with section 409A of theCode and shall be construed and interpreted in accordance with suchintent.  To the extent that an Award,issuance and/or payment is subject to section 409A of the Code, it shall beawarded and/or issued or paid in a manner that will comply with section 409A ofthe Code, including proposed, temporary or final regulations or any otherguidance issued by the Secretary of the Treasury and the Internal RevenueService with respect thereto.  Anyprovision of this Plan that would cause an Award, issuance and/or payment tofail to satisfy section 409A of the Code shall have no force and effect untilamended to comply with Code section 409A (which amendment may be retroactive tothe extent permitted by applicable law).

G.            **Indemnification.**  Eachperson who is or at any time serves as a member of the Committee (and eachperson or committee to whom the Committee or any member thereof has delegatedany of its authority or power under this Plan) shall be indemnified and heldharmless by the Company against and from (i) any loss, cost, liability, orexpense that may be imposed upon or reasonably incurred by such person inconnection with or resulting from any claim, action, suit, or proceeding towhich such person may be a party or in which such person may be involved byreason of any action or failure to act under the Plan; and (ii) any and allamounts paid by such person in satisfaction of judgment in any such action,suit, or proceeding relating to the Plan. Each person covered by this indemnification shall give the Company anopportunity, at its own expense, to handle and defend the same before suchperson undertakes to handle and defend it on such person’s own behalf.  The foregoing right of indemnification shallnot be exclusive of any other rights of indemnification to which such personsmay be entitled under the Charter or By-Laws of the Company or any of itsSubsidiaries, as a matter of law, or otherwise, or any power that the Companymay have to indemnify such person or hold such person harmless.

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H.            **Reliance on Reports.** Each member of the Committee (and each person or committee to whom theCommittee or any member thereof has delegated any of its authority or powerunder this Plan) shall be fully justified in relying or acting in good faithupon any report made by the independent registered public accounting firm ofthe Company and its Subsidiaries and upon any other information furnished inconnection with the Plan.  In no eventshall any person who is or shall have been a member of the Committee be liablefor any determination made or other action taken or any omission to act inreliance upon any such report or information or for any action taken, includingthe furnishing of information, or failure to act, if in good faith.

I.**              Severability. **Ifany provision of this Plan would cause Awards intended  to qualify as Performance-Based Compensationto not so qualify, that provision shall be severed from, and shall be deemednot to be a part of, the Plan, but the other provisions hereof shall remain infull force and effect.  Any specificaction by the Committee that would be violative of Section 162(m) with respectto Awards intended to qualify as Performance-Based Compensation shall be void.

J.             **Company Successors.** In the event the Company becomes a party to a merger, consolidation,sale of substantially all of its assets or any other corporate reorganizationin which the Company will not be the surviving corporation or in which theholders of the Stock will receive securities of another corporation (in anysuch case, the “New Company”), then the New Company shall assume the rights andobligations of the Company under this Plan.

K.            **Governing Law.**  Allmatters relating to the Plan or to Awards granted hereunder shall be governedby the laws of the State of Maryland, without regard to the principles ofconflict of laws.

L.             **Relationship to Other Benefits**.  Any Awards under this Plan are not consideredcompensation for purposes of determining benefits under any pension, profitsharing, or other retirement or welfare plan, or for any other general employeebenefit program.

M.           **Expenses.**  Theexpenses of administering the Plan shall be borne by the Company and itsSubsidiaries.

N.**            Titles and Headings.**  The titles and headings of the sections in thePlan 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.

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

*You may obtain without charge, upon written or oralrequest, a copy of documents incorporated by reference in the RegistrationStatement on file with the Securities and Exchange Commission pertaining to thesecurities offered under the Executive Long-Term Incentive Plan.  In addition you may obtain, without charge,upon written or oral request, a copy of documents that are required to bedelivered under Rule 428(b) of the Securities Act including our annual reportto shareholders or annual report on Form 10-K and a copy of the documents thatcomprise the prospectus.*

*To make a request for any of these documents, youmay telephone or write:*

# *CorporateSecretary*

*750 EastPratt Street*

*17thFloor*

*Baltimore,Maryland 21202*

*(410) 783-3011*

 

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2007 Long-Term Incentive Plan

Appendix

Additional Information

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

Participantsmay obtain additional information about the Plan by contacting:

Manager — ExecutiveCompensation

Constellation EnergyGroup, Inc.

750 East Pratt Street

5th Floor

Baltimore, MD 21202

(410)783-3244

Aftereach grant is made, participants will be furnished with information about theamount of the grant.  At least annually,participants will be furnished with information about their outstanding grants.

Ingeneral, grants subject to restrictions are taxable to participants when therestrictions lapse, and deductible by Constellation Energy at such time, basedon the fair market value of the awards when the restrictions lapse.  Grants not subject to restrictions aretaxable/deductible at fair market value on the grant date.  Additionally, options are subject to otherspecial tax provisions.

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**EXHIBITNo. 10 (t)**

**FORM OF SERVICE-BASED RESTRICTED STOCK AWARD AGREEMENT**

*[DATE]*

*Recipient Name*

*Recipient Title*

*Company*

*Company Address*

*City,State Zip Code*

**RE:  Service-Based RestrictedStock Award**

Dear*Recipient*:

Effective ***date***, The Board of DirectorsCompensation Committee, (The Committee), granted you ***[#]***service-based restricted shares of CEG Common Stock (the “Award”) pursuant toSection 7 of the Constellation Energy Group, Inc. 2007 Long—Term Incentive Plan(the “Plan”).  In addition to otherprovisions 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 sharesexpires as show on the restriction lapse dates in the table below:

 

| # Shares Granted | ** **   | **Share  Grant  Date** | ** **   | **Restriction  Period**              | ** **   | **Restriction  LapseDate**                                              | ** **   | **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 toreceiving your Award, you waive in writing the right to make an election underSection 83(b) of the Internal Revenue Code of 1986 with respect to your Award(see Section 7D of the Plan).  Yourexecution of this letter will constitute your waiver to make such electionunder Section 83(b).  This waiver meansthat you will not have the option of electing to be taxed on the restrictedshares at the time of the grant.  Instead,you will be taxed on the restricted shares at the time the Plan restrictionsare removed (see Attachment A).  Thiswaiver allows the Company to treat dividends paid to you during the period ofthe Plan restrictions as compensation, thereby giving the Company a taxdeduction for such amounts.

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

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

Please read the Plan carefully as it contains many other provisionsrelating to your Award.  If you have anyquestions, 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 theenvelope provided.**

Sincerely,

* *

*[NAME]*

*[TITLE,DEPARTMENT]*

Ihave read the Plan and this letter and agree to the terms and conditionscontained in each regarding my Award.

 
|                         |   |   |
|-------------------------|--------|--------|
| Signature of*Recipient* |   | Date   |

 

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**EXHIBITNo. 10 (t)**

## *ATTACHMENT A*

**CONSTELLATIONENERGY GROUP, INC.**

# **INCOMETAX CONSEQUENCES TO PARTICIPANTS**

FOR SERVICE-BASEDRESTRICTED STOCK AWARDS

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

### **Stock**

Because the Plan places certain restrictions on the Award which couldlead to forfeiture of the shares prior to lifting the Plan restrictions andbecause you have agreed to waive the Section 83(b) election(1), the value ofthe restricted stock is not taxed to you when the initial grant is made.  Rather, the stock is taxable to you at thetime the restrictions are removed.  Theamount subject to income tax is the fair market value of the stock on the daythat the Plan restrictions are removed. This amount is treated as compensation subject to withholding of incometaxes, Medicare taxes and, if applicable, Social Security taxes.  You are not taxed on the value of any stockforfeited.

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

#### **Dividends**

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

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

#### **TaxPlanning**

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

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

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**FORM OFPERFORMANCE 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.2007 Long—Term Incentive Plan (the “Plan”). In addition to other provisions of the Plan, your award is subject tothe 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 ConstellationEnergy Group’s relative Total Shareholder Return (“TSR”) performance over thePerformance Period as set forth below. TSR is defined as the stock price changefrom ***[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 theconclusion of the Performance Period. The performance measures used todetermine the award payout are as follows:

*·**                  PrimaryMeasure*: Constellation Energy TSR for the Performance Period is compared tothe TSR performance results of large and mid-size investment grade companieswithin the Dow Jones Electric Utilities Index (DJEUI) on *[END OFPERFORMANCE PERIOD]*.  In theDJEUI, companies that are rated ‘non-investment grade’ by both Moody’s andS&P rating agencies on *[END OF PERFORMANCEPERIOD]* are excluded.

*·**                  SecondaryMeasure*: If Constellation Energy’s percentile rank for the Primary Measureis below the ***[   ]***percentile, then a comparison will be made to the TSR performance results ofinvestment grade companies in the S&P 500 Index on *[END OFPERFORMANCE PERIOD]*.

|                        | ** ** | ** **                       | ** ** | **Primary  Measure**                                                | ** ** | **Secondary  Measure**                            | ** ** |
|------------------------|------------|----------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **             | ** ** | ** **                       | ** ** | **TSR v.  DJEUI  Large & Mid-Cap  Investment Grade  Companies** | ** ** | **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*     | * *   | *[  ]%*                                                   | * *   | *[  ]%*                                 |       |

 

Payoutlevels interpolated between points.

Secondary measure applies only if performancevs. primary measure is below threshold.

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2.                                       Theaward payout amount is determined by multiplying the “Payout vs. Target”percentage by the number of Units (worth $1****each) that youwere granted.  This award payout amountmay be settled, in the sole discretion of the Plan Administrator, in eitherrestricted or unrestricted stock or stock units, or cash (or any combinationthereof).

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

4.                                       Asprovided in the Plan, until the Vesting Date, you may not sell, transfer, orpledge the Units.

Please read the Plancarefully as it contains many other provisions relating to your award.  If you have any questions, please do nothesitate to call:

 

| General          |   |             |   | SEC-related      |   |   |   | Tax-related |   |   |
|------------------|--------|------------------|--------|------------------|--------|--------|--------|-------------|--------|--------|
| *[NAME]*         |   | *[NAME]*         |   | *[NAME]*         |
| *[PHONE NUMBER]* |   | *[PHONE NUMBER]* |   | *[PHONE NUMBER]* |

 

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

Sincerely,

*[NAME]*

*[TITLE, DEPARTMENT]*

I have read the Plan andthis letter and agree to the terms and conditions contained in each regardingmy Award.
|                                                                 |   |   |
|-----------------------------------------------------------------|--------|--------|
| Signature of  «First» «MI» «Last» |   | DATE   |

*** ***

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**EXHIBITNo. 10 (t)**

**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 SaleRestriction**

Dear*Recipient*:

Effective ***date***, as part of your *[PERFORMANCE YEAR]* annual incentive and in recognition ofyour performance during *[PERFORMANCE YEAR]*,you were granted ***[#]*** restricted ConstellationEnergy Group, Inc. (the “Company”) common stock units with sale restrictions (“DeferredShares”) under the Constellation Energy Group, Inc. 2007 Long-Term IncentivePlan (the “Plan”).  In addition to otherprovisions of the Plan, your award is subject to the following conditions:

1.                    Each Deferred Share entitles you to receiveon the Restriction Lapse Date (set forth below) one share of ConstellationEnergy Group common stock (“Common Stock”). Under current tax law, you are not subject to tax on your DeferredShares 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 theCommon Stock, the Company shall credit you with a number of Deferred Sharesequal to (i) the number of your Deferred Shares on the dividend record datetimes (ii) the dividend rate per share, divided by (iii) the per sharereinvestment price.  These dividend-basedadditional Deferred Shares shall be subject to the same rules and restrictionsas Deferred Shares originally granted to you.

3.                    The Restriction Period for your DeferredShares 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 arefully and immediately vested, however, during the Restriction Period, you maynot sell, transfer, or pledge the Deferred Shares.  During the Restriction Period, you will haveno voting rights with respect to the Deferred Shares.  The Restriction Period remains in effectirrespective of your employment status.

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4.                    Following the Restriction Lapse Date, theCompany shall cause to be issued to you a certificate for shares of CommonStock equal to the number of your Deferred Shares (including dividend-basedadditional Deferred Shares).  Undercurrent tax law, you will be subject to tax on the Restriction Lapse Date basedon an amount equal to the number of shares of Common Stock issued to you timesthe Fair Market Value per share (i.e., the average of the high and low price ofthe Common Stock on the Restriction Lapse Date).  The Company will be required to withholdapplicable taxes at such time, and will withhold the required number of sharesto pay these taxes.  The total shares youreceive will be rounded to the nearest whole share.  You should consult your tax advisor regardingany tax issues.

Please read the Plan carefully as it contains many other provisionsrelating to your award.  If you have anyquestions, 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 theenvelope provided.**

Sincerely,

*[NAME]*

*[TITLE,DEPARTMENT]*

Ihave read the Plan and this letter and agree to the terms and conditionscontained in each regarding my Award.
|                           |   |   |
|---------------------------|--------|--------|
| *Signature  of Recipient* |   | Date   |

*** ***

2

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**EXHIBITNo. 10 (t)**

**FORM OF**

**STOCKOPTION AGREEMENT**

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This Stock OptionAgreement (“Agreement”) is subject to the terms and conditions of theConstellation Energy Group, Inc. 2007 Long-Term Incentive Plan (the “Plan”).  The «Administrator» Constellation EnergyGroup, Inc. (the “Plan Administrator”) has authorized the option grant underthis Agreement by and between Participant (designated below) and ConstellationEnergy Group, Inc. (“Constellation Energy”).

**1. Grant of Option.**

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

(b) The date ofthe grant is **«GrantDate»** (“Grant Date”).

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

(d) The exerciseprice is **[OptionPrice = fair market value of stock on grantdate]** per share of Stock (“Exercise Price”).

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

**2. Installment Exercise.**

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

|                                     |   | **VESTING  DATE**                   |
|-------------------------------------|--------|-------------------------------------|
|                                |   | **APPLICABLE  TO**                  |
| **INSTALLMENT**                     |   | **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 allOption Shares have been exercised; or (2) ten (10) years from the Grant Date (“ExpirationDate”).

(b)           If Participant ceases employment, theOption will terminate as to any unvested Option Shares on the effective date ofParticipant’s employment Termination (as defined in the Plan) and as to vestedOption Shares 90 days after such effective date; provided that if Participantceases employment because of Participant’s Retirement, Disability (each asdefined in the Plan), or death, the Option will terminate as to any unvestedOption Shares on the effective date of the Retirement, Disability or death, andas to vested Option Shares, the Option will remain exercisable until theearlier of 60 months after such effective date or the Expiration Date.

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(c)           In the event of Participant’s deathduring the Option Period, vested Option Shares may be exercised by Participant’slegal representative(s), or by other person(s) authorized under Participant’swill.  Alternatively, if Participantfails to make testamentary disposition of the Option or dies intestate, suchvested Option Shares may be exercised by persons(s) entitled to receive theOption Shares under the applicable laws of descent and distribution.

(d)           A transfer of Participant’semployment between Constellation Energy and any Subsidiary of ConstellationEnergy, or between Subsidiaries of Constellation Energy, will not be consideredan employment Termination.

**4. Exercise of Option.**

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

(b)           On or before the exercise datespecified pursuant to paragraph 4(a), Participant must fully pay the Exercise Priceand 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 andtax withholding obligation may also be paid by Participant: (i) subject to theterms of paragraph 4(c) below, by delivery of shares of Stock owned byParticipant and acceptable to the Plan Administrator having an aggregate FairMarket Value (as defined in paragraph 6 below) on the date of exercise that isequal to the amount of cash that would otherwise be required; or (ii) byauthorizing a third party to sell the Option Shares (or a sufficient portion ofthe Option Shares), and immediately remit to Constellation Energy the ExercisePrice and any tax withholding resulting from such exercise.  Further, tax withholding up to the minimumrequired withholding rate (but not in excess of that rate) may also besatisfied through a holdback by Constellation Energy of some of the OptionShares that would otherwise be deliverable to Participant by reason of theOption exercise.  The Option will ceaseto be exercisable, as to the portion exercised, when Participant purchases theStock to which the exercised portion of the Option relates.

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

(d)           Participant is required to complywith Constellation Energy’s Insider Trading Policy at all times, including inconnection with exercise of the Option. The Option may not be exercised byParticipant during any blackout or prohibited trading period established byConstellation Energy or applicable to Participant, nor shall the Option beexercisable if and to the extent Constellation Energy determines that suchexercise would violate applicable state or Federal securities laws or the rulesand regulations of any securities exchange on which the Stock is traded.  If Constellation Energy makes such adetermination, it will use all reasonable efforts to comply with such laws,rules or regulations.  In making any suchdeterminations, Constellation Energy may rely on the opinion of counsel forConstellation Energy.

2

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(e)           As soon as practicable after theexercise date, Constellation Energy will deliver to Participant a Stockcertificate or certificates (or other evidence of ownership) for the purchasedOption Shares.

**5.  Tax Withholding.**

ConstellationEnergy will have the right to withhold any applicable federal, state or localtaxes, deductions or withholdings due with respect to the Option or itsexercise in such form and manner as provided in the Plan.

**6. Fair Market Value.**

The “Fair MarketValue” of a share of Stock is the closing price per share of Stock on the NewYork 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 andlowest sale price on the last previous day on which sales are reported.

**7. No Rights of Stockholders.**

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

**8. Non-Transferability of Option.**

The Option is nottransferable, except for a transfer to Participant’s family member or to atrust established for the benefit of Participant’s family members which hasbeen approved by the Plan Administrator as provided in the Plan, or in case ofParticipant’s death, by will or the laws of descent and distribution, nor shallthe Option be subject to attachment, execution or other similar process.  During Participant’s lifetime, the Option isexercisable only by Participant, any guardian or legal representative ofParticipant, or a family member or trustee of a trust established for thebenefit of Participant’s family members to whom the Option has been transferredin accordance with the Plan.  In theevent of (a) any attempt by Participant to alienate, assign, pledge,hypothecate or otherwise dispose of the Option, except as provided in thisAgreement, or (b) the levy of any attachment, execution or similar process uponthe rights or interest conferred under this Agreement, Constellation Energy mayterminate the Option by notice to Participant and it will become null and void.

3

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**9. Employment Not Affected.**

Neither thisAgreement nor the grant of the Option constitutes a contract of employmentbetween Constellation Energy or any Subsidiary and Participant, and neitherwill be deemed to be consideration for, or a condition of, continued employmentof Participant.

**10. Incorporation of Plan by Reference.**

The Option is grantedpursuant to the terms of the Plan, the terms of which are incorporated in thisAgreement by reference.  The Option willin all respects be interpreted in accordance with the Plan.  All capitalized terms, which are not otherwisedefined in this Agreement, will have the meaning specified in the Plan.  The Plan Administrator will interpret andconstrue the Plan and this Agreement, and its interpretations anddeterminations will be conclusive and binding on the parties and any otherperson claiming an interest with respect to any issue arising under thisAgreement.

**11. Severability.**

The provisions of thisAgreement are severable.  If any one ormore provisions are determined to be illegal or otherwise unenforceable, inwhole or in part, the remaining provisions will nevertheless be binding and enforceable.

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

 
| Constellation Energy Group,  Inc |   | ACCEPTED AND AGREED TO: |
|----------------------------------|--------|-------------------------|
|                             |   |                    |   |   |
|                             |   |                    |   |   |
|                             |   |                    |   |   |
| ***[NAME]***                     |   | By:                     |   |   |
|                             |   |                    |   | «First» «Middle» «Last» |
| ***[TITLE,  DEPARTMENT]***       |   |                    |   |   |

 

4

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