EXHIBIT 10(F)
BALTIMORE GAS AND ELECTRIC COMPANY
NON-QUALIFIED DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS (PLAN)
1. OBJECTIVE. The objective of this Plan is to enable non-employee Directors
of BGE to defer receipt of Compensation.
2. DEFINITIONS. All words beginning with an initial capital letter and not
otherwise defined herein shall have the meaning set forth in the Employee
Savings 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:
"BGE" means Baltimore Gas and Electric Company, a Maryland corporation,
or its successor.
"Committee" means the Committee on Management of the Board of Directors
of BGE.
"Compensation" means any retainer and meeting fees payable by BGE to a
participant in his/her capacity as a Director. Compensation excludes
expense reimbursements paid by BGE to a participant in his/her capacity
as a Director.
"Deferred Compensation" means any Compensation that is deferred under
the provisions of this Plan.
"Director" means a member of the Board of Directors of BGE.
"Earnings" means earnings, appreciation, and/or depreciation, computed
in the same manner as under the Employee Savings Plan.
"Employee Savings Plan" means the Baltimore Gas and Electric Company
Employee Savings Plan as may be amended from time to time.
"Fixed Rate" means the equivalent of the rate earned by investments in
the Fixed Rate Fund.
"Plan Accounts" means amounts of a participant's Deferred Compensation
and Earnings under the Plan.
3. PLAN ADMINISTRATION. The Plan is administered by the Manager, Staff
Services Department of BGE, or the Manager succeeding to that function, who
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 Committee.
Decisions by the Committee 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 AND PARTICIPATION. A Director who is not an employee of BGE or
any of its subsidiaries is eligible to participate in the Plan by electing
to defer Compensation, while so classified. Eligibility to participate shall
terminate on the date the participant ceases to be a Director or the date
the participant becomes an employee of BGE or any of its subsidiaries.
Notwithstanding termination of eligibility, such person with Plan Accounts
will remain a participant of the Plan, except that no further deferrals of
Compensation under the Plan are permitted.
5. COMPENSATION DEFERRAL ELECTION. A participant may elect to defer all or a
part of his/her Compensation. Such election shall specify the percentage or
dollar amount of the Director's Compensation to be deferred. Such election
shall be made by written notification to the Plan Administrator. Such
election shall be made prior to the calendar year during which the
applicable Compensation is payable, and shall be effective as of the first
day of such calendar year. If a participant initially becomes eligible to
participate in the Plan during a calendar year, the election for such
calendar year must be made within 30 days after the date the participant
initially becomes eligible to participate in the Plan, and shall be
effective with respect to Compensation earned after the date the election is
received by the Plan Administrator. Elections under this Section shall
remain in effect for all succeeding calendar years until revoked. Elections
may be revoked by written notification to the Plan Administrator, and shall
be effective as of the first day of the calendar year following the calendar
year during which the revocation is received by the Plan Administrator.
6. PLAN ACCOUNTS. Deferred Compensation is held for the benefit of each
participant in the general assets of BGE, and shall be credited with
Earnings at the Fixed Rate. Earnings are credited to Plan Accounts
commencing on the date the applicable Deferred Compensation was credited to
the Plan Accounts.
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7. DISTRIBUTIONS OF PLAN ACCOUNTS. Distributions of Plan Accounts shall be
made in cash only, from the general assets of BGE.
A participant may elect to begin distributions in the year following the
year that eligibility to participate terminates, or if later, in the year
following the year in which a participant attains age 70. Such election must
be made prior to the end of the calendar year in which eligibility to
participate terminates. Alternatively, a participant who reaches age 70
while still eligible to defer Compensation under the Plan may elect to begin
distributions, of amounts in his/her Plan Accounts as of the end of the year
the participant reaches age 70, in the year following the year that the
participant reaches age 70. Such election must be made prior to the end of
the calendar year in which the participant reaches age 70, and a
distribution election to receive any subsequently deferred amounts beginning
in the year following the year that eligibility to participate terminates,
must be made prior to the end of the calendar year in which eligibility to
participate terminates.
A participant may elect to receive distributions in a single payment or in
annual installments during a period not to exceed ten years. The single
payment or the first installment payment, whichever is applicable, shall be
made within the first sixty (60) days of the calendar year elected for
distribution. Subsequent installments, if any, shall be made within the
first sixty (60) days of each succeeding calendar year until the
participant's Plan Accounts have been paid. In the event applicable
elections are not made, a participant shall receive a distribution in a
single payment within the first sixty (60) days of the year following the
year that eligibility to participate terminates. Earnings are credited to
Plan Accounts through the date of distribution, and amounts held for
installment payments shall continue to be credited with Earnings, as
specified in Section 6.
If a participant dies, the entire unpaid balance of his/her Plan Accounts
shall be paid to the beneficiary or beneficiaries designated in writing by
the participant or, if no designation was made, to the estate of the
participant. Payment shall be made within sixty (60) days after notice of
death is received by the Plan Administrator.
Notwithstanding anything herein contained to the contrary, the Committee
shall have the right in its sole discretion to vary the manner and timing of
distributions of a participant entitled to a distribution under this Section
7, and may make such distributions in a single payment or over a shorter or
longer period of time than that elected by a participant.
8. BENEFICIARIES. A participant shall have the right to designate a
beneficiary or beneficiaries who are to receive a distribution pursuant to
Section 7 in the event of the death of the participant. Any designation,
change or recision of the designation shall be made by written notification
to the Plan Administrator. The last designation of beneficiary received by
the Plan Administrator shall be controlling over any testamentary or
purported disposition by the participant, provided that no designation,
recision or change thereof shall be effective unless received by the Plan
Administrator prior to the death of the participant.
If the designated beneficiary is the estate, or the executor or
administrator of the estate, of the participant, a distribution pursuant to
Section 7 may be made to the person(s) or entity (including a trust)
entitled thereto under the will of the participant or, in the case of
intestacy, under the laws relating to intestacy.
9. VALUATION OF PLAN ACCOUNTS. The Plan Administrator shall cause the value of
a participant's Plan Accounts, at least once per year as of December 31, to
be determined separately and be reported to the Company and the participant.
Valuation of a participant's Plan Accounts shall be determined in accordance
with the procedures contained in the Employee Savings Plan.
10. WITHDRAWALS. No withdrawals of Plan Accounts may be made, except a
participant may at any time request a hardship withdrawal from his/her Plan
Accounts. The request shall be made in writing to the Plan Administrator.
Such hardship withdrawal will be permitted only with approval of the Plan
Administrator.
A hardship withdrawal will be permitted by the Plan Administrator only in
the case of an unforeseeable emergency. An unforeseeable emergency is an
unanticipated emergency that is caused by an event beyond the control of the
participant that would result in severe financial hardship to the
participant if the hardship withdrawal were not permitted. An unforeseeable
emergency includes a severe financial hardship to the participant resulting
from a sudden and unexpected illness or accident of the participant or of a
dependent of the participant, loss of the participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the participant. A
hardship withdrawal may be permitted only to the extent reasonably necessary
to satisfy the emergency need. The participant will receive payment after
the Plan Administrator has had reasonable time to consider the request.
11. COPIES OF PLAN AVAILABLE. Copies of the Plan and any and all amendments
thereto shall be made available to all participants during normal business
hours at the office of the Plan Administrator.
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12. MISCELLANEOUS. With respect to a participant's Plan Accounts, a participant
has the status of a general unsecured creditor of BGE, and the plan
constitutes a mere promise by BGE to make benefit payments in the future. It
is the intention of BGE and each participant that the Plan be unfunded for
tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974.
A participant's Plan Accounts shall not 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; and (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, at the written direction of the Committee. However, amendments
required to keep the Plan in compliance with applicable laws and regulations
may be made by the Plan Administrator, on advice of counsel. No amendment to
or termination of this Plan shall prejudice the rights of any participant or
beneficiary entitled to receive payment hereunder at the time of such
action.
Participation in this Plan shall not constitute a contract of employment
between BGE and any person and shall not be deemed to be consideration for,
or a condition of, continued employment of any person.
This Plan shall be governed in all respects by Maryland law.
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