Exhibit 10(b)
CONSTELLATION ENERGY GROUP, INC.
BENEFITS RESTORATION PLAN
Effective January 1, 2000
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CONSTELLATION ENERGY GROUP, INC.
BENEFITS RESTORATION PLAN
1. Objective. The objective of this Plan is to restore the benefits
provided to employees of Constellation Energy Group and its
subsidiaries whose Pension Plan benefits are affected by Internal
Revenue Code Limitations.
2. Definitions. All words beginning with an initial capital letter and not
otherwise defined herein shall have the meaning set forth in the
Pension Plan. All singular terms defined in this Plan will include the
plural and vice versa. As used herein, the following terms will have
the meaning specified below:
"Committee" means the Committee on Management of the Board of
Directors of Constellation Energy Group.
"Constellation Energy Group" means Constellation Energy Group, Inc., a
Maryland corporation, or its successor.
"Internal Revenue Code Limitations" means the limitations under
Sections 415 and/or 401(a)(17) of the Internal Revenue Code.
"Pension Plan" means the Pension Plan of Constellation Energy Group,
Inc. as may be amended from time to time, or any successor plan.
"Plan" means the Constellation Energy Group, Inc. Benefits Restoration
Plan.
"Plan Administrator" means, as set forth in Section 3, the Vice
President - Human Resources of Constellation Energy Group.
3. Plan Administration. The Vice President - Human Resources of
Constellation Energy Group is the Plan Administrator and has sole
authority (except as specified otherwise herein) to interpret the Plan
and, in general, to make all other determinations advisable for the
administration of the Plan to achieve its stated objective. Appeals of
written decisions by the Plan Administrator may be made to the
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Chairman of the Board of Directors of Constellation Energy Group.
Decisions by the Chairman shall be final and not subject to further
appeal. The Plan Administrator shall have the power to delegate all or
any part of his/her duties to one or more designees, and to withdraw
such authority, by written designation.
4. Eligibility. Each employee of Constellation Energy Group or its
subsidiaries whose Pension Plan benefits are reduced because of
Internal Revenue Code Limitations, is a participant; provided, however
that any such employee entitled to benefits payout under the
Constellation Energy Group Senior Executive Supplemental Pension Plan,
Executive Supplemental Plan, Senior Management Pension Plan or Senior
Management Supplemental Pension Plan, is not a participant in this
Plan; and provided further that any employee in a classification
designated by the Chairman of the Board of Directors of Constellation
Energy Group and reflected in Appendix A is also not a participant in
this Plan.
5. Restoration Benefits.
(a) Computation of benefits. A participant's (or if applicable,
Surviving Spouse's or Alternate Beneficiary's) benefits under this
Plan will be calculated as set forth below:
(i) compute the participant's (or, if applicable with respect to
a participant who is deceased before his/her Severance from
Service Date, Surviving Spouse's or Alternate Beneficiary's)
benefit under the Pension Plan without regard to any Internal
Revenue Code Limitations, based on the participant's Severance
from Service Date and assuming that benefit payments commence on
the first of the month following the Severance From Service Date
in the form of a single life annuity; provided, however, that if
the participant is participating in the Traditional
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Pension Plan and the participant is not eligible to have payments
start as of such date, benefit payments will be assumed to
commence on the participant's Normal Retirement Date in the form
of a single life annuity; and further provided that if the
participant was participating in the Traditional Pension Plan and
the Surviving Spouse is not eligible to have payments start as of
such date, benefit payments to the Surviving Spouse will be
assumed to commence on the earliest date permitted under the
Pension Plan, in the form of a single life annuity; and further
provided that if a deceased participant is participating in the
PEP, benefit payments to the Surviving Spouse or Alternate
Beneficiary will be assumed to commence on the first of the month
following the participant's death, in the form of a lump sum
payment, and
(ii) subtract from the amount in (i) above the amount that would
be payable to the participant (or, if applicable, Surviving
Spouse) under the Pension Plan as a single life annuity (or, if
applicable, as an equivalent lump sum payment for a Surviving
Spouse) if the Benefit Commencement Date under that plan were the
same as the assumed date of benefit payment under (i); provided,
however, that if the participant is participating in the PEP and
dies while employed, subtract from the amount in (i) above the
amount that would be payable to the Surviving Spouse or Alternate
Beneficiary on the first of the month following the participant's
death in the form of a lump sum payment.
(b) Form of payout of benefits - generally. For a participant, the
payout under this Plan will be in the form of a monthly payment,
unless the present value of the Plan benefit is under $50,000, or
unless the participant makes a valid election to receive his/her
payout in the form of a lump sum. For this purpose, the present value
of the Plan benefit will be the amount that would be payable to a
participant under paragraph (d) if he or she elected to receive a lump
sum.
A participant may elect to receive his/her payout in the form of a
lump sum by submitting to the Plan Administrator a signed Lump Sum
Election Form. The Form must be received by the Plan Administrator
before the beginning of the calendar year during which the
participant's Severance From Service Date occurs. The election may be
revoked at any time before the
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beginning of the calendar year during which the participant's
Severance From Service Date occurs, by submitting to the Plan
Administrator a signed Lump Sum Revocation Form.
Notwithstanding the immediately preceding paragraph, any participant
whose Severance From Service Date occurs on or after January 1, 2000
and on or before December 31, 2000 may elect to receive his/her payout
in the form of a lump sum by submitting to the Plan Administrator a
signed Lump Sum Election Form. The Form must be received by the Plan
Administrator prior to the end of the thirtieth (30th) calendar day
after the date of the participant's Severance From Service Date. The
election may be revoked at any time before the end of the thirty (30)
day period, by submitting to the Plan Administrator a signed Lump Sum
Revocation Form.
For a Surviving Spouse or Alternate Beneficiary, the payout under this
Plan will be in the form of a lump sum benefit payout within 60 days
after the participant's death.
(c) Amount, timing, and source of participant monthly benefits payout.
A participant entitled to monthly benefits payout will receive monthly
payments based on the amount determined under paragraph (a); provided,
however, that if such amount is determined as of the participant's
Normal Retirement Date, it will be multiplied by the applicable factor
determined as in Appendix E of the Pension Plan. Such payments shall
be paid in the form of a single life annuity, unless the participant
elects as set forth in paragraph (e) to receive such payments in the
form of a joint and survivor annuity, and the annuity payment is
reduced by the applicable factor determined as in Appendix E of the
Pension Plan. Payments under this paragraph (c) shall commence
effective with the first day of the month following the participant's
Severance From Service Date. Notwithstanding the immediately preceding
sentence, if the participant's Severance From Service Date occurs on
or after January 1, 2000 and on or before December 31, 2000, such
payment shall commence as soon as practical after December 31, 2000.
If such participant receives (or would have received but for the
Internal Revenue Code limitations) cost of living
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adjustment(s) under the Pension Plan, the monthly payments hereunder
will be automatically increased based on the percentage of, and at the
same time as, such adjustment(s). Monthly payments hereunder shall
permanently cease upon the death of the participant, effective with
the monthly payment for the month following the month of the
participant's death. Monthly payments hereunder shall be made from
general corporate assets.
(d) Amount, timing, and source of participant lump sum benefits
payout. A participant entitled to a lump sum benefit payout will
receive a lump sum payment. This lump sum payment will be based on the
same assumptions and procedures that are used for determining lump
sums in the Pension Plan. Such lump sum payment shall be made within
60 days after the participant's Severance From Service Date.
Notwithstanding the immediately preceding sentence, if the
participant's Severance From Service Date occurs on or after January
1, 2000 and on or before December 31, 2000, such payment shall
commence as soon as practical after December 31, 2000, and if the
participant is participating in the PEP, such lump sum payment shall
include interest at the rate of 4% per year from the first day of the
month after the participant's Severance From Service Date until the
date of payment. The lump sum payment shall be made from general
corporate assets.
(e) Amount, timing and source of Surviving Spouse or Alternate
Beneficiary payout.
Before Benefit Commencement Date: A Surviving Spouse or
Alternate Beneficiary who is entitled to a Preretirement
Survivor Annuity or a Preretirement Survivor Benefit under the
Pension Plan shall receive a benefit payment under this Plan
in the form of a lump sum, and equal to an amount and payable
at the time determined under paragraphs (a) and (b).
After Benefit Commencement Date: A participant who is entitled
to begin receipt of monthly benefits payments under paragraph
(c) of this Plan, may elect to provide a survivor benefit to
his/her Surviving Spouse or Alternate Beneficiary (whichever
is applicable) in the form of a joint and survivor annuity,
the calculation of which is set forth in the Pension Plan.
Payments to
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either a Surviving Spouse or an Alternate Beneficiary under
this Plan shall begin the first day of the month following the
participant's death.
A participant's Post-retirement Survivor Annuity or
Post-retirement Survivor Benefit beneficiary election, cost,
and percentage elections under the Pension Plan will
automatically apply to the monthly benefit payments under
paragraph (c).
Notwithstanding the preceding paragraph, if a participant did
not elect a Surviving Spouse or Alternate Beneficiary under
the Pension Plan, or elected a lump sum under the Pension
Plan, and elects survivor coverage for the monthly benefit
payments under this Plan, the participant must provide all
appropriate survivor benefit information in the timing and
manner established by the Plan Administrator, and pursuant to
the procedures set forth in Article V of the Pension Plan
before commencing benefit payments under paragraph (c) of this
Plan. Notwithstanding anything in this paragraph (e), survivor
benefit payments under this Plan are subject to the minimum
payout amount in paragraph 5(b), and payments hereunder shall
be made from general corporate assets.
(f) Death of participant entitled to lump sum payout. In the event of
the death of a participant after his/her Severance From Service Date
and before the participant receives the lump sum payment under
paragraph (d), such lump sum payment shall be made to the
participant's Alternate Beneficiary; and if there is no Alternate
Beneficiary to the Surviving Spouse; and if there is no Surviving
Spouse to the participant's beneficiary under the employer's employee
life insurance plan; and if there is no beneficiary under the
employer's employee life insurance plan, to the participant's estate.
In the event of the death of a Surviving Spouse or Alternate
Beneficiary after the participant's death and before the Surviving
Spouse or Alternate Beneficiary receives the lump sum payment under
paragraph (e), such lump sum payment shall be made to the
participant's estate. The lump sum payment shall be the same amount
and made at the same time and from the same source as set forth in
paragraphs (d) and (e).
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6. Miscellaneous. None of the benefits provided under this Plan shall be
subject to alienation or assignment by any participant or beneficiary
nor shall any of them be subject to attachment or garnishment or other
legal process except (i) to the extent specially mandated and directed
by applicable State or Federal statute; or (ii) as requested by the
participant or beneficiary to satisfy income tax withholding or
liability.
This Plan may be amended from time to time, or suspended or terminated
at any time, provided, however, that no amendment or termination shall
impair the rights of any participant or beneficiary entitled to receive
current or future payment hereunder at the time of such action. All
amendments to this Plan which would increase or decrease the
compensation of any Officer of Constellation Energy Group, either
directly or indirectly, must be approved by the Board of Directors. All
other permissible amendments may be made at the written direction of
the Plan Administrator.
Participation in this Plan shall not constitute a contract of
employment between Constellation Energy Group or a subsidiary of
Constellation Energy Group and any person and shall not be deemed to be
consideration for, or a condition of, continued employment of any
person.
The Plan is intended to be unfunded for purposes of Title I of the
Employee Retirement Income Security Act of 1974. To the extent that any
person acquires a right to receive payments from Constellation Energy
Group under this Plan, such rights shall be no greater than the right
of any unsecured general creditor of Constellation Energy Group.
In the event Constellation Energy Group becomes a party to a merger,
consolidation, sale of substantially all of its assets or any other
corporate reorganization in which Constellation Energy Group will not
be the surviving corporation or in which the holders of the common
stock of Constellation Energy Group will receive securities of another
corporation (in any such case, the "New Company"), then the New Company
shall assume the rights and obligations of Constellation Energy Group
under this Plan.
This Plan shall be governed in all respects by Maryland law.
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