**EXHIBIT10(O)**

Constellation EnergyGroup, Inc.

Executive AnnualIncentive Plan

(Plan)

Amended andrestated 2007

1.                                       **Purpose**.  The purpose of the Plan is to permit theCompany, through awards of annual incentive compensation qualifying for federalincome tax deductions, to attract and retain executives and to motivate theseexecutives to promote the profitability and growth of the Company.

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 the amount granted to a Participant by the Committee for a PerformancePeriod under the Plan, whether paid in cash, stock, restricted stock, stockoptions, other stock-based or stock-denominated units or any other form ofconsideration.

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

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

(i)                individuals who, on theeffective date of the adoption of the Plan, constitute the Board (the “**Incumbent Directors**”) cease for anyreason to constitute at least a majority of the Board, provided that any personbecoming a director subsequent to such adoption date, whose election ornomination for election was approved by a vote of at least two-thirds of theIncumbent Directors then on the Board (either by a specific vote or by approvalof the proxy statement of the Company in which such person is named as anominee for director, without written objection to such nomination) shall be anIncumbent Director; provided, however, that no individualinitially elected or nominated as a director of the Company as a result of anactual or threatened election contest with respect to directors or as a resultof any other actual or threatened solicitation of proxies by or on behalf ofany person other than the Board shall be deemed to be an Incumbent Director;

(ii)   any “person” (as such term is defined inSection 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”) and as used inSections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficialowner” (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of the Company representing 20% or more of thecombined voting power of the Company’s then outstanding securities eligible tovote for the election of the Board (the “**Company Voting Securities**”);provided, however, that the event described in this paragraph(ii) shall not be deemed to be a change in control by virtue of any of thefollowing acquisitions:  (A) by theCompany or any corporation with respect to which the Company owns a majority ofthe outstanding shares of common stock or has the power to vote or direct thevoting of sufficient securities to elect a majority of the directors (a “**Subsidiary Company**”), (B) by anyemployee benefit plan (or related trust) sponsored or maintained by the Companyor any Subsidiary Company, (C) by any underwriter temporarily holdingsecurities pursuant to an offering of such securities, (D) pursuant to aNon-Qualifying Transaction (as defined in paragraph (iii)), or (E) pursuant toany 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);

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(iii)  consummation of a merger, consolidation,statutory share exchange or similar form of corporate transaction involving theCompany (a **“Business Combination**”),unless immediately following such Business Combination:  (A) more than 60% of the total voting powerof (x) the corporation resulting from such Business Combination (the “**Surviving Corporation**”), or (y) ifapplicable, the ultimate parent corporation that directly or indirectly hasbeneficial ownership of at least 95% of the voting securities eligible to electdirectors of the Surviving Corporation (the “**ParentCorporation**”), is represented by Company Voting Securities thatwere outstanding immediately prior to such Business Combination (or, ifapplicable, is represented by shares into which such Company Voting Securitieswere converted pursuant to such Business Combination), and such voting poweramong the holders thereof is in substantially the same proportion as the votingpower of such Company Voting Securities among the holders thereof immediatelyprior to the Business Combination, (B) no person (other than any employeebenefit plan (or related trust) sponsored or maintained by the SurvivingCorporation or the Parent Corporation), is or becomes the beneficial owner,directly or indirectly, of 20% or more of the total voting power of theoutstanding voting securities eligible to elect directors of the ParentCorporation (or, if there is no Parent Corporation, the Surviving Corporation)and (C) at least a majority of the members of the board of directors of theParent Corporation (or, if there is no Parent Corporation, the SurvivingCorporation) following the consummation of the Business Combination wereIncumbent Directors at the time of the Board’s approval of the execution of theinitial agreement providing for such Business Combination (any BusinessCombination which satisfies all of the criteria specified in (A), (B), and (C)above shall be deemed to be a “**Non-Qualifying Transaction**”);or

(iv)  the stockholders of the Company approve a planof complete liquidation or dissolution of the Company, or the consummation of asale of all or substantially 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.

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“Code” means the Internal Revenue Code of 1986, asamended. Reference in the Plan to any section of the Code will be deemed toinclude any amendments or successor provisions to such section and anyregulations 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 rules and regulations.

“Company” means Constellation Energy Group, Inc., aMaryland corporation, or its successor, including any “New Company” as providedin Section 10G.

“Deferred Compensation Plan” means the ConstellationEnergy Group, Inc. Nonqualified Deferred Compensation Plan or any successor orfuture similar plans.

 “Executive”means any executive officer of the Company as defined in Section 16 of the 1934Act.

“Extraordinary Items” means extraordinary, unusual,and nonrecurring items of gain or loss as defined under U.S. generally acceptedaccounting principles and as reported in the Company’s annual report to shareholdersor as otherwise reported to shareholders.

“Income from Continuing Operations Before Income Taxes”means the consolidated income before income taxes and excluding (i)discontinued operations; (ii) Extraordinary Items; and, (iii) cumulative effectof change in accounting principle; if applicable, for the Performance Period,computed in accordance with U.S. generally accepted accounting principles andas reported in the Company’s annual report to shareholders or as otherwisereported to shareholders.

“Income from Operations”means the consolidated income before income taxes and excluding: (i)discontinued operations; (ii) Extraordinary Items; (iii) cumulative effect ofchange in accounting principle; (iv) fixed charges; and (v) other non-operatingincome and expenses; if applicable, for the Performance Period, computed inaccordance with U.S. generally accepted accounting principles and as reportedin the Company’s annual report to shareholders or as otherwise reported toshareholders.

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

“Net Income” means the consolidated net income for thePerformance Period, computed in accordance with U.S. generally acceptedaccounting principles and as reported in the Company’s annual report toshareholders or as otherwise reported to shareholders.

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“Net Cash Provided by Operating Activities” means netcash flow from operating activities computed in accordance with U.S. generallyaccepted accounting principles and as reported in the Company’s annual reportto shareholders or as otherwise reported to shareholders.

“Participant” means an individual who has been granteda conditional opportunity to earn an Award under the Plan.

“Performance Period” means the taxable year of theCompany or any other period designated by the Committee with respect to whichan Award may be granted.

“Stock Plans” means the Constellation Energy Group,Inc. 2007 Long-Term Incentive Plan and/or any successor or predecessor stockplans adopted or assumed by the Company.

“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 Committee, in its discretion.

“Year” means a fiscal year of the Company thatconstitutes all or part of the applicable Performance Period.

3.                                       **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 under the Plan provisions, and,in general, to make all determinations advisable for the administration of thePlan to achieve its stated purpose.  ThePlan Administrator’s determinations under the Plan (including withoutlimitation, determinations of the persons to receive Awards, the form, amountand timing of such Awards, the terms and provisions of such Awards and anyagreements evidencing such Awards) need not be uniform and may be made by thePlan Administrator selectively among persons who receive, or are eligible toreceive, Awards under the Plan, whether or not such persons are similarlysituated.  Such determinations shall befinal and not subject to further appeal.

4.                                       **Eligibility**.  For a Performance Period, each Executive maybe designated by the Committee as a Participant.

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5.                                       **Awards**.

**A.****            Provision for Awards**.  Each Participant may receive an Award in anyPerformance Period based on upon a percentage of an incentive pool equal to thegreater of (i) 3% of the Company’s Income from Operations; (ii) 3% of theCompany’s Income from Continuing Operations Before Income Taxes; (iii) 5% ofthe Company’s Net Income for the Performance Period, and (iv) 20% of theCompany’s Net Cash Provided by Operating Activities for the Performance Period(as each term is defined in the Plan). At the beginning of the Performance Period, the Committee will allocatean incentive pool percentage to each participating employee for eachPerformance Period; provided that in any Performance Period the incentive poolpercentage for any one participant may not exceed 50% of the total pool and thesum of the incentive pool percentages for all participants cannot exceed 100%of the total pool.  As soon aspracticable following the determination of the incentive pool for a PerformancePeriod, the Committee will calculate each participant’s portion of theincentive pool based upon the percentage established at the beginning of thePerformance Period.

**B.****            Committee Discretionto Determine Award. **The Committeehas the sole discretion to determine the standard or formula pursuant to whicheach Participant’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 Committeehas discretion to adjust all such Awards downwards, but in no event may theportion of the incentive pool allocated to a Participant be increased in anyway, including as a result of the reduction of any other Participant’sallocated portion.

6.                                       **Payment of Awards**.Each Participant shall be eligible to receive, within a reasonable period oftime, as determined in the sole discretion of the Committee, after the amountof such Participant’s Award for a Performance Period has been determined, allor a portion of that Award.  Awards maybe paid in cash, stock, restricted stock, stock options, other stock-based orstock-denominated units or any other form of consideration or any combinationthereof determined by the Committee. Equity or equity-based awards may be granted under the terms andconditions of the applicable Stock Plans. Payment of the Award may be deferred at the discretion of theCommittee.  A Participant may elect todefer the receipt of all or a portion of the Award for the PerformanceYear.  Any such deferral and investmentof any such amounts deferred pursuant to this Plan shall be made in accordancewith the provisions of the Deferred Compensation Plan.  No provision of this paragraph shall be giveneffect to the extent such provision would cause any tax to become due underSection 409A of the Code.

7.                                       **Designation of Beneficiary. **A Participant shall have the right todesignate a beneficiary or beneficiaries who are to receive in a lump sum anyundistributed Award to the extent a Participant has chosen not to defer all ora portion of the Award pursuant to Section 7 hereof, should the Participant dieduring the Performance Period and be entitled to an incentive award for thatPerformance Period.  Such designationshall apply only to the portion of the undistributed Award not subject to adeferral election.  Any designation,change or rescission of the designation shall be made in writing by completingand furnishing to the Senior Vice President — Human Resources of the Company orsuccessor to such position a notice on an appropriate form designated by suchSenior Vice President.  The lastdesignation of beneficiary received by the Senior Vice President — HumanResources of the Company or successor to such position shall be controllingover any testamentary or purported disposition by the Participant, providedthat no designation, rescission or change thereof shall be effective unlessreceived prior to the death of the Participant. Distribution of any Awards previously deferred pursuant to Section 7 ofthe Plan shall be paid to the beneficiary or beneficiaries designated under theDeferred Compensation Plan.

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8.**                                       Changein Control. **Notwithstanding anyother provisions of this Plan to the contrary, if a Participant separates fromservice with the Company or a Subsidiary (except due to a Participant’stransfer of employment to or from a Subsidiary), within 2 years following aChange in Control (or, if earlier, upon termination of the Participant’s employmentwith the Company or a Subsidiary if it is reasonably demonstrated that suchtermination (a) was at the request of a third party who has taken stepsreasonably calculated to effect a Change in Control or (b) otherwise arose inconnection with or anticipation of a Change in Control), such Participant iseligible for an Award for the Performance Period during which the separationfrom service occurs.  The Award iscalculated assuming maximum performance achievement, prorated for serviceduring the Performance Period and based on the Participant’s position at thetime of termination.  Payment of theAward will be made within 60 days after the Participant’s separation fromservice.  Payment may not be deferred.

Notwithstanding anyprovision in the Plan to the contrary, on or within 2 years after a Change inControl, no action, including, but not by way of limitation, the amendment,suspension or termination of the Plan, shall be taken which would materiallyadversely affect the rights of any Participant without such Participant’s priorwritten consent.

9.                                       **Amendment of Plan**.  The Committee may at any time and from timeto time alter, amend, suspend or terminate the Plan in whole or in part, except(i) no such action may be taken without the consent of the Participant to whomany Award was previously earned, which materially adversely affects the rightsof such Participant concerning such Award, except as such termination oramendment of the Plan is required by statute, or rules and regulationspromulgated thereunder and (ii) no such action that would require the consentof the Board and/or stockholders of the Company pursuant to Section 162(m) ofthe Code or the 1934 Act, or any other applicable law, rule or regulation,shall be effective without such consent. Notwithstanding the foregoing, except as otherwise required byapplicable law, rule or regulation, the Committee may amend the Plan asdesirable at the discretion of Committee to address any issues concerning (i) Section162(m) of the Code or (ii) maintaining an exemption under rule 16b-3 of the1934 Act. No provision of this Section 10 shall be given effect to the extentthat such provision would cause any tax to become due under Section 409A of theCode.

10.                                 **Miscellaneous Provisions**.

A.            **Nontransferability.** No benefit provided under the Plan shall be subject to alienation orassignment by a Participant (or by any person entitled to such benefit pursuantto the terms of this Plan), nor shall it be subject to attachment or otherlegal process except (i) to the extent specifically mandated and directed byapplicable state or federal statute; (ii) as requested by the Participant (orby any person entitled to such benefit pursuant to the terms of the Plan), andapproved by the Committee, to satisfy income tax withholding; and (iii) asrequested by the Participant and approved by the Committee, to members of theParticipant’s family, or a trust established by the Participant for the benefitof family members.

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

C.            **Tax Withholding. **TheCompany or a Subsidiary may withhold any applicable federal, state or localtaxes at such time and upon such terms and conditions as required by law ordetermined by the Company or a Subsidiary.

D.            **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 Awardand/or payment is subject to section 409A of the Code, it shall be awardedand/or paid in a manner that will comply with section 409A of the Code,including proposed, temporary or final regulations or any other guidance issuedby the Secretary of the Treasury and the Internal Revenue Service with respectthereto.  Any provision of this Plan thatwould cause an Award and/or payment to fail to satisfy section 409A of the Codeshall have no force and effect until amended to comply with Code section 409A(which amendment may be retroactive to the extent permitted by applicable law).

E.**             Indemnification.**  Each person who is or at any time serves as amember of the Committee (and each person or committee to whom the Committee orany member thereof has delegated any of its authority or power under this Plan)shall be indemnified and held harmless by the Company against and from (i) anyloss, cost, liability, or expense that may be imposed upon or reasonablyincurred by such person in connection with or resulting from any claim, action,suit, or proceeding to which such person may be a party or in which such personmay be involved by reason of any action or failure to act under the Plan; and(ii) any and all amounts paid by such person in satisfaction of judgment in anysuch action, suit, or proceeding relating to the Plan.  Each person covered by this indemnificationshall give the Company an opportunity, at its own expense, to handle and defendthe same before such person undertakes to handle and defend it on such person’sown behalf.  The foregoing right ofindemnification shall not be exclusive of any other rights of indemnificationto which such persons may be entitled under the Charter or By-Laws of theCompany or any of its Subsidiaries, as a matter of law, or otherwise, or anypower that the Company may have to indemnify such person or hold such personharmless.

F.             **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 accounting firm of theCompany 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.

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G.            **Severability. **If anyprovision of this Plan would cause Awards not to constitute “otherperformance-based compensation” under Section 162(m) of the Code, thatprovision shall be severed from, and shall be deemed not to be a part of, thePlan, but the other provisions hereof shall remain in full force andeffect.  Any specific action by theCommittee that would be violative of Section 162(m) of the Code and theregulations thereunder shall be void.

H.            **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 common stock of the Company will receive securities of anothercorporation (in any such case, the “New Company”), then the New Company shallassume the rights and obligations of the Company under this Plan.

I.              **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.

J.             **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, unless expressly considered as compensation under the terms ofsuch plan or program.

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

L.             **Titles and Headings.**  The titles and headings of the sections inthe Plan are for convenience of reference only, and in the event of anyconflict, the text of the Plan, rather than such titles or headings, shallcontrol.

11.                                 **Effective Date**.  The Plan shall be effective beginning onJanuary 1, 2007, subject to approval by the stockholders of the Company inaccordance with Maryland law and Section 162(m) of the Code.

 

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