Exhibit 10(c)
CONSTELLATION ENERGY GROUP, INC.
SUPPLEMENTAL PENSION PLAN
Effective January 1, 2000
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TABLE OF CONTENTS
Page No.
1. Objective 1
2. Definitions 1
3. Plan Administration 4
4. Eligibility 4
5. Supplemental Pension Benefit 5
(a) Generally 5
(b) Retirement benefits 5
(i) Eligibility for retirement benefits 5
(ii) Computation of retirement benefits 5
(iii) Form of payout of retirement benefits 6
(iv) Amount, timing, and source of monthly
retirement benefit payout 7
(v) Amount, timing, and source of lump sum
retirement benefit payout 7
(vi) Death of participant entitled to lump
sum payout 8
(c) Entitlement to benefit upon happening of
certain events 8
(i) Computation of gross accrued benefit 8
(ii) Computation of net accrued benefit 9
(iii) Satisfaction of requirements 9
(iv) Other events 10
(1) Change in control 10
(2) Plan amendment 10
(3) Involuntary Demotion, Termination
From Employment With Constellation
Energy Group, or eligibility
withdrawal without Cause 11
(v) Form of benefit payout 11
(vi) Amount, timing and source of benefit
payout 11
(vii) Death of participant entitled to lump
sum payout 12
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6. Supplemental Survivor Annuity Benefit 12
(a) Survivor annuity benefit 12
(i) Eligibility for survivor annuity benefit 12
(ii) Computation of survivor annuity benefit 13
(iii) Form of payout of survivor annuity
benefits 14
(iv) Amount, timing, and source of monthly
survivor annuity benefit payout 14
7. Miscellaneous 15
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CONSTELLATION ENERGY GROUP, INC.
SUPPLEMENTAL PENSION PLAN
1. Objective. The objective of this Plan is to enhance the
benefits provided to certain officers and key employees of
Constellation Energy Group and its subsidiaries in order to attract
and retain talented executive personnel.
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:
"Annual Base Salary" means an amount determined by adding the monthly
base rate of pay amounts (i.e., the types of such pay that are
includable in the computation of Pension Plan benefits)earned over the
twelve calendar months immediately preceding the month that includes
the date of the computation.
"Average Incentive Award" (or "Average Award") means generally the
product of the percentage equal to an average of the two highest of the
participant's five immediately prior year award percentages earned
under Constellation Energy Group's Executive Annual Incentive Plan,
Constellation Energy Group's Senior Management Annual Incentive Plan
and/or other Incentive Awards Program multiplied by the participant's
annualized base rate of pay amount (i.e., the types of such pay that
are includable in the computation of Pension Plan benefits) in effect
at the end of the prior year.
"Benefit Start Date" means the date as of which the participant's
benefits, if any, under this Plan commence.
"Cause" means the participant's (a) failure to comply with
Constellation Energy Group policy, (b) deliberate and continual refusal
to satisfactorily perform employment duties on substantially a
full-time basis, (c) deliberate and continual refusal to act in
accordance with any specific instructions of a majority of
Constellation Energy Group's Board of Directors, (d) disclosure,
without the consent of a
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majority of Constellation Energy Group's Board of Directors, of
confidential information or trade secrets concerning Constellation
Energy Group which could be materially damaging to Constellation
Energy Group, or (e) deliberate misconduct which could be materially
damaging to Constellation Energy Group without reasonable good faith
belief by the participant that such conduct was in the best interest
of Constellation Energy Group.
"Change in Control" means (a) the purchase or acquisition by any
person, entity or group of persons, (within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), or any comparable successor provisions), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20 percent or more of either the outstanding shares of common stock
of Constellation Energy Group or the combined voting power of
Constellation Energy Group's then outstanding shares of voting
securities entitled to a vote generally, or (b) the consummation of,
following the approval by the stockholders of Constellation Energy
Group of a reorganization, merger, or consolidation of Constellation
Energy Group, in each case, with respect to which persons who were
stockholders of Constellation Energy Group immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter,
own more than 50 percent of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated entity's then outstanding securities, or (c) a liquidation
or dissolution of Constellation Energy Group or the sale of
substantially all of its assets, or (d) a change of more than one-half
of the members of the Board of Directors of Constellation Energy Group
within a 90-day period for reasons other than the death, disability, or
retirement of such members.
"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.
"Constellation Energy Group's Executive Annual Incentive Plan" means
such plan or other incentive plan or arrangement designated in writing
by the Plan Administrator.
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"Constellation Energy Group's Senior Management Annual Incentive Plan"
means such plan or other incentive plan or arrangement designated in
writing by the Plan Administrator.
"Demotion" means a transfer to a position with Constellation Energy
Group or a subsidiary of Constellation Energy Group that either (a) is
substantially below the position in which the participant was employed
on the date of transfer, or (b) results in a substantial reduction in
pay when compared to the participant's pay on the date of the transfer.
Whether a position is a substantially below another position shall be
determined in the reasonable discretion of the Committee, with
reference to factors including whether the participant retains
principal responsibility for a department or division, and whether the
participant remains eligible for the perquisites enjoyed by the
participant before the position change.
"Early Receipt Reduction Factor" means 100% less .25% for each month
that the participant is less than age 62 on the participant's Benefit
Start Date.
"Income Replacement Percentage" means the percentage under the LTD Plan
that is used to calculate the participant's actual LTD Plan benefit.
"Interest Rate" means the rate equal to the average monthly 30-year
Treasury bond rate for the second calendar quarter preceding the
computation date, less 50 basis points. "Internal Revenue Code
Limitations" means the limitations under Sections 415 and/or 401(a)(17)
of the Internal Revenue Code.
"LTD Plan" means the Constellation Energy Group, Inc. Disability
Insurance Plan as may be amended from time to time, or any successor
plan.
"Mortality Table" means the mortality table used to convert annuities
to lump sums in the Pension Plan.
"Other Incentive Awards Program" means the program(s) designated in
writing by the Plan Administrator applicable to certain employees that
provides awards; but includes only the types of awards that are
includable in the computation of Pension Plan benefits.
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"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 this Constellation Energy Group, Inc. Supplemental
Pension Plan.
"Plan Administrator" means, as set forth in Section 3, the Committee.
"Rabbi Trust" means the trust adopted by Constellation Energy Group
pursuant to the Grantor Trust Agreement Dated as of April 30, 1999,
between Constellation Energy Group and Citibank, N.A.
"Survivor Annuity Percentage" means 50%, unless the participant elects
in the timing and manner established by the Plan Administrator, a
higher percentage (in multiples of 5% to a total percentage not to
exceed 100%).
"Termination From Employment With Constellation Energy Group" means a
participant's separation from service with Constellation Energy Group
or a subsidiary of Constellation Energy Group; however, a participant's
retirement, disability, or transfer of employment to or from a
subsidiary of Constellation Energy Group shall not constitute a
Termination From Employment With Constellation Energy Group.
3. Plan Administration. The Committee 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 Board
of Directors of Constellation Energy Group. Decisions by the Board
shall be final and not subject to further appeal. The Plan
Administrator shall have the power to delegate all or any part of its
duties to one or more designees, and to withdraw such authority, by
written designation.
4. Eligibility. The officers or key employees of Constellation Energy
Group or its subsidiaries designated in Appendix A are participants
under the Plan. Participation shall continue until such designation is
withdrawn at the discretion and by written order of the Plan
Administrator,
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provided, however, that such withdrawal may not be made for benefits
provided pursuant to Sections 5 and 6 with respect to a participant
who has satisfied the eligibility requirements to retire (as set forth
in Section 5(b)(i)). Notwithstanding the foregoing, any participant
while classified as disabled under the LTD Plan shall continue to
participate in this Plan while classified as disabled and, for
purposes of the supplemental pension benefit provided by this Plan,
while classified as disabled, shall be deemed to continue to accrue
Credited Service until no later than his/her Normal Retirement Date.
5. Supplemental Pension Benefit.
(a) Generally. A participant shall be eligible for supplemental
pension benefits and supplemental survivor annuity benefits under
this Plan only if the participant's supplemental pension benefits
under this Plan are greater than the supplemental pension
benefits computed under the Executive Benefits Plan based on the
participant's age, service, and eligible compensation on the date
as of which benefits become payable.
(b) Retirement benefits.
(i) Eligibility for retirement benefits. A participant shall be
eligible to retire under this Plan on or after the participant's
Normal Retirement Date, or on the first day of any month
preceding his/her Normal Retirement Date, if on his/her Severance
From Service Date and while a participant he/she has attained (1)
age 55 and has accumulated at least 10 years of Credited Service;
or (2) age 60 and has accumulated at least one year of Credited
Service.
(ii) Computation of retirement benefits. A participant who is
eligible to retire under this Plan will be entitled to
supplemental pension retirement benefits under this Plan, which
will be calculated as set forth below on the participant's
Benefit Start Date:
(1) add the Annual Base Salary and the Average Incentive
Award,
(2) divide the sum by 12,
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(3) multiply this dollar amount by the appropriate
percentage, determined as follows: Chairman of the Board and
President of Constellation Energy Group - 60%; all other
participants (by completed years of Credited Service) 1
through 9 - 3% per year; 10 through 19 - 40%; 20 through 24
- 45%; 25 through 29 - 50%; and 30 or more - 55%,
(4) multiply this dollar amount by the Early Receipt
Reduction Factor; provided, however, if the participant is
age 62 or older, such factor shall be one (1),
(5) subtract from this dollar amount the charges relating to
coverage for a preretirement survivor annuity in excess of
50%, and for a post-retirement survivor annuity in excess of
50%, and
(6) subtract from the remainder the net amount payable to
the participant under the Pension Plan when the participant
actually commences such monthly Pension Plan payments
(assuming a 50% spousal joint and survivor annuity for a
married participant), or, if the participant elects a lump
sum under the PEP provisions of the Pension Plan, the
monthly amount that would have been payable under the
Pension Plan as a life annuity for a single participant or
as a 50% spousal joint and survivor annuity for a married
participant, as of the Benefit Start Date under this Plan.
(iii) Form of payout of retirement benefits. Each participant
entitled to supplemental pension retirement benefits will receive
his/her supplemental pension retirement benefits payout in the
form of a monthly payment, unless the participant makes a valid
election to receive his/her supplemental pension retirement
benefits payout in the form of a lump sum.
A participant may elect to receive his/her supplemental pension
retirement benefits payout in the form of a lump sum by
submitting to the Plan
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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 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.
(iv) Amount, timing, and source of monthly retirement benefit
payout. A participant entitled to monthly supplemental pension
retirement benefits will receive monthly payments equal to the
amount determined under paragraph (b)(ii). Such payments shall
commence effective with the first of the month following the
participant's Severance From Service Date. If such participant
receives (or would have received but for the Internal Revenue
Code Limitations) cost of living 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 in
accordance with the provisions of the Rabbi Trust and, to the
extent not paid under the terms of the Rabbi Trust, from general
corporate assets.
(v) Amount, timing, and source of lump sum retirement benefit
payout. A participant entitled to a lump sum supplemental pension
retirement benefit will receive a lump sum payment. This lump sum
payment will be calculated by a certified actuary and will be
equal to the present value of an immediate annuity including the
estimated present value of post-retirement supplemental survivor
annuity benefits described in Section 6, and reflecting the
present value of any deferred Pension Plan payments using (1) the
supplemental pension retirement benefit amount calculated under
paragraph (b)(ii), which is expressed as a monthly amount, (2)
the Interest Rate computed on the
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participant's Benefit Start Date, and (3) the Mortality Table.
Such lump sum payment shall be made within 60 days after the
participant's Retirement Date. The lump sum payment shall be made
in accordance with the provisions of the Rabbi Trust and, to the
extent not paid under the terms of the Rabbi Trust, from general
corporate assets. A participant who receives a lump sum payment
shall not be entitled to any cost of living or other pension
payment adjustments or to post-retirement survivor annuity
coverage under the Plan.
(vi) 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 (b)(v), such lump sum payment shall be
made to the participant's surviving spouse (as defined in Section
6(i)). The lump sum payment shall be the same amount and made at
the same time and from the same sources as set forth in paragraph
(b)(v). If there is no surviving spouse at the date of the
participant's death, no payments shall be made pursuant to
Sections 5 or 6. A surviving spouse who receives a lump sum
benefit under this paragraph (b)(vi) shall not be entitled to any
cost of living or other pension payment adjustments or to
post-retirement survivor annuity coverage under the Plan.
(c) Entitlement to benefit upon happening of certain events.
(i) Computation of gross accrued benefit. The computation of the gross
accrued supplemental pension benefit for a participant as of the date
of the computation will be made as follows:
(1) add the Annual Base Salary and the Average Incentive Award,
(2) divide the sum by 12, and
(3) multiply this dollar amount by the appropriate percentage,
determined as follows: Chairman of the Board and President
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of Constellation Energy Group - 60%; all other participants (by
completed years of Credited Service as of the date of the
computation) 1 through 9 - 3% per year; 10 through 19 - 40%; 20
through 24 - 45%; 25 through 29 - 50%; and 30 or more - 55%.
(ii) Computation of net accrued benefit. The computation of the net
accrued supplemental pension benefit for a participant as of the date
of the computation will be made by subtracting from the gross accrued
benefit determined under paragraph (c)(i) the amount of the
participant's Gross Pension under the Pension Plan determined as of
the date of the computation and assuming that monthly payments of such
Gross Pension begin on the first of the month after the later of
reaching age 62 or the date of the computation. If the participant is
not eligible for payment of a Gross Pension under the Pension Plan,
the participant's Accrued Gross Pension determined as of the date of
the computation shall be substituted for the Gross Pension described
above, with the appropriate reduction for early receipt applied as if
the participant were eligible to begin payment of his Accrued Gross
Pension on the first of the month after the later of reaching age 62
or the date of the computation.
(iii)Satisfaction of requirements. A participant who has satisfied the
age and Credited Service requirements set forth in Section 5(b)(i)
while eligible as set forth in Section 4, but who the Committee
determines does not retire under the Plan due to Demotion, Termination
From Employment With Constellation Energy Group, or the withdrawal of
a participant's eligibility to participate under Section 5, shall be
entitled to his/her net accrued supplemental pension benefit. The
effective date of the Demotion, Termination From Employment With
Constellation Energy Group, or eligibility withdrawal event shall be
the date of such Demotion, Termination From Employment With
Constellation Energy Group, or eligibility withdrawal.
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(iv) Other events. A participant, regardless of his/her age and years
of Credited Service, shall be entitled to his/her net accrued
supplemental pension benefit upon the happening of any of the
following entitlement events, but only if such entitlement event
occurs while a participant and before a participant retires under this
Plan:
(1) Change in Control. A Change in Control,
followed within two years by the
participant's Demotion, a participant's
Termination From Employment With
Constellation Energy Group, or the
withdrawal of the participant's eligibility
to participate under the Plan, is an
entitlement event. The effective date of the
entitlement event shall be the date of the
Demotion, Termination From Employment With
Constellation Energy Group, or eligibility
withdrawal.
(2) Plan amendment. A Plan amendment that has
the effect of reducing a participant's gross
accrued supplemental pension benefit is an
entitlement event. In determining whether
such a reduction has occurred, the
participant's gross accrued supplemental
pension benefit calculated on the day
immediately preceding the effective date of
the amendment shall be compared to the
participant's gross accrued supplemental
pension benefit calculated on the effective
date of the amendment. An amendment that has
the effect of reducing future benefit
accruals is not an entitlement event. It is
intended that an entitlement event under
this paragraph (c)(iv)(2) will occur only
with respect to those amendments that are
substantially similar to amendments that are
prohibited by Internal Revenue Code section
411(d)(6) with respect to qualified pension
plans. The effective date of the entitlement
event shall be the effective date of the
Plan amendment.
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(3) Involuntary Demotion, Termination From
Employment With Constellation Energy Group,
or eligibility withdrawal without Cause. A
participant's involuntary Demotion or
involuntary Termination From Employment With
Constellation Energy Group without Cause, or
the withdrawal of a participant's
eligibility to participate under Sections 5
or 6 of the Plan without Cause, is an
entitlement event. The effective date of the
entitlement event shall be the effective
date of the participant's involuntary
Demotion or involuntary Termination From
Employment With Constellation Energy Group
without Cause, or the eligibility withdrawal
without Cause.
(v) Form of benefit payout. Each participant entitled to a payout
under this paragraph (c) will receive such payout in the form of a
lump sum payment.
(vi) Amount, timing, and source of benefit payout. A participant
entitled to a payout of his/her net accrued benefit, as a result of
the occurrence of an event described in paragraphs (c)(iii),
(c)(iv)(1), (2), or (3) will be entitled to a lump sum benefit. This
lump sum benefit will be calculated by a certified actuary as the
present value, determined as of the date of payment, of an annuity
beginning at age 62 (or the participant's actual age, if the
participant is older than age 62 on the date the lump sum benefit is
payable), including the estimated present value of post-retirement
survivor annuity benefits described in Section 6, using (1) the net
accrued benefit amount calculated under paragraph (d)(ii) on the
effective date of the entitlement event, which is expressed as a
monthly amount, (2) the Interest Rate computed on the date the lump
sum benefit is payable, and (3) the Mortality Table. The lump sum
benefit shall be payable as of the participant's Severance From
service Date, and shall be made within 60 days after such date in
accordance with the provisions of the Rabbi Trust and, to the extent
not paid under the terms of the Rabbi Trust, from general corporate
assets. A participant who receives a lump sum benefit under this
paragraph (c)(vi) shall not be entitled to
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any cost of living or other pension payment adjustments or to
preretirement or post-retirement survivor annuity coverage.
(vii) Death of participant entitled to lump sum payout. In the event
of the death of a participant after the occurrence of an event
described in paragraphs (c)(iii), (c)(iv)(1), (2), or (3) and before
the participant receives the lump sum payment under paragraph (c)(v),
such lump sum payment shall be made to the participant's surviving
spouse (as defined in Section 6(i)). The lump sum payment will be
calculated by a certified actuary and will be equal to 100% of the
lump sum that would have been paid to the participant under paragraph
(vi), as of the date on which the lump sum is payable under this
paragraph (vii), provided that the participant's date of death is on
or after his/her Severance From Service Date. If the participant's
date of death is before his/her Severance From Service Date, 50% shall
be substituted for 100% in the preceding sentence. The lump sum
benefit shall be payable as of the earlier of the participant's
Severance From Service Date or date of death, and shall be made within
60 days after such date in accordance with the provisions of the Rabbi
Trust and, to the extent not paid under the terms of the Rabbi Trust,
from general corporate assets. If there is no surviving spouse at the
date of the participant's death, no payments shall be made pursuant to
Sections 5 or 6. A surviving spouse who receives a lump sum benefit
under this paragraph (c) (vii) shall not be entitled to any cost of
living or other pension payment adjustments or to preretirement or
post-retirement survivor annuity coverage under the Plan.
6. Supplemental Survivor Annuity Benefit.
(a) Survivor annuity benefit.
(i) Eligibility for survivor annuity benefit. Following the death
of a participant (other than a participant who satisfied the
requirements of Section 5(e)(i) upon such participant's
Termination From Employment With Constellation Energy Group)who
is fully vested under the Pension
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Plan,a supplemental survivor annuity may be paid to the
participant's surviving spouse until the death of that spouse,
using the Survivor Annuity Percentage. The participant will not
bear the cost of up to a 50% survivor annuity benefit, but will
bear the cost of a survivor annuity benefit in excess of 50%. For
purposes of this Section 6(a), a participant's surviving spouse
is the individual married to the participant on the date of the
participant's death. If there is no surviving spouse, or if the
participant or the participant's spouse previously received or is
entitled to receive a lump sum payment under Section 5, no
supplemental survivor annuity will be payable.
(ii) Computation of survivor annuity benefit. The amount of the
supplemental survivor annuity will be determined as follows:
(1) if the participant's Benefit Start Date occurred prior
to the date of death:
(a) begin with the monthly pension benefit (under Section
5(b) of this Plan) that the participant was receiving prior
to the date of death, and
(b) multiply this dollar amount by the Survivor Annuity
Percentage.
(2) otherwise:
(a) begin with the monthly Early Retirement pension benefit
(under both the Pension Plan and Section 5(b) of this Plan)
to which the participant would have been entitled to receive
if the:
the participant had been retired at the later of age 60 or
his/her actual age on the date of death for purposes of
computing the Early Receipt Reduction Factor,
(b) multiply this dollar amount by the Survivor Annuity
Percentage,
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(c) subtract from the product the net amount, if any, of the
survivor annuity provided on behalf of the participant under
the Pension Plan if the participant is participating in the
Traditional Pension Plan, or the monthly annuity that would
have been provided to the participant's spouse assuming that
he or she had been designated as the participant's
beneficiary and had chosen to receive a survivor benefit in
the form of a monthly annuity, if the participant is
participating in the PEP, and
(d) subtract from this dollar amount the charges relating to
coverage (under both the Pension Plan and this Plan) for a
preretirement survivor annuity in excess of 50%, and for a
post-retirement survivor annuity in excess of 50%.
(iii) Form of payout of survivor annuity benefits. Each surviving
spouse entitled to a supplemental survivor annuity benefit will
receive his/her survivor annuity benefit payout in the form of a
monthly payment.
(iv) Amount, timing, and source of monthly survivor annuity benefit
payout. A surviving spouse entitled to monthly supplemental survivor
annuity benefits will receive a monthly payment equal to the amount
determined under (ii) above. Such payments shall commence effective
with the first day of the month following the month of the
participant's death. If such surviving spouse receives (or would have
received but for the Internal Revenue Code Limitations) cost of living
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 surviving spouse, effective
with the monthly payment for the month following the month of the
surviving spouse's death. Monthly payments hereunder shall be made in
accordance with
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the provisions of the Rabbi Trust and, to the extent not paid under
the terms of the Rabbi Trust, from general corporate assets.
7. 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
reduce any previously accrued supplemental pension benefit under this
Plan or 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 Committee.
Participation in this Plan shall not constitute a contract of
employment between 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, notwithstanding the creation of the Rabbi Trust, is intended
to be unfunded for purposes of Title I of the Employee Retirement
Income Security Act of 1974. Constellation Energy Group shall make
contributions to the Rabbi Trust in accordance with the terms of the
Rabbi Trust. Any funds which may be invested and any assets which may
be held to provide benefits under this Plan shall continue for all
purposes to be a part of the general funds and assets of Constellation
Energy Group and no person other than Constellation Energy Group shall
by virtue of the provisions of this Plan have any interest in such
funds and assets. 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.
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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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