Exhibit 10(d)
CONSTELLATION ENERGY GROUP, INC.
SENIOR EXECUTIVE SUPPLEMENTAL PLAN
Effective January 1, 2000
CONSTELLATION ENERGY GROUP, INC.
SENIOR EXECUTIVE SUPPLEMENTAL PLAN
1. Objective. The objective of this Plan is to enhance the benefits provided
to certain senior executive officers 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:
"Average Annual Base Salary" means an amount determined by (a) computing
the monthly base rate of pay amounts (i.e., the types of such pay that are
includable in the computation of Pension Plan benefits) paid during the
prior five consecutive twelve month periods immediately preceding the month
that includes the date of the computation, and (b) averaging the two twelve
month periods during which the highest amounts were paid.
"Average Incentive Award" (or "Average Award") means the average of the two
highest of the participant's five immediately prior year awards 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.
"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 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.
"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.
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"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 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 1/3 of 1% for each month
that the participant is less than age 62 on the participant's Benefit Start
Date.
"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 Section 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.
"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. Senior Executive
Supplemental Plan.
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"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.
"Total SERP Service" means (a) Credited Service accumulated while
designated as a participant with respect to supplemental pension benefits
under this Plan or while a participant under the Constellation Energy Group
Supplemental Pension Plan, or while a participant under any predecessor
executive supplemental pension benefit plan, plus (b) one fourth of
Credited Service accumulated while not such a participant.
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. Each senior executive officer of Constellation Energy Group
or its subsidiaries may be designated in
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writing by the Plan Administrator as a participant with respect to one or
more benefits under the Plan. Once designated, participation shall continue
until such designation is withdrawn at the discretion and by written order
of the Plan Administrator, provided, however, that such withdrawal may not
be made 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 in the Plan as of January 1, 2000, as well as
an individual who becomes a participant in this Plan after such date
and who was a participant in the Constellation Energy Group
Supplemental Pension Plan as of January 1, 2000, shall be eligible for
supplemental pension 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
Constellation Energy Group Supplemental Pension Plan based on the
participant's age, service, and eligible compensation on the date as
of which benefits become payable. Any other participant in the Plan
shall be eligible for benefits under this Plan without regard to any
computation under the Constellation Energy Group Supplemental Pension
Plan.
(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 62 and
has accumulated at least five years of Credited Service.
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(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 Average Annual Base Salary and the Average Incentive
Award,
(2) divide the sum by 12,
(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
years of Total SERP Service) 5.5% per year, (maximum is 55%).
(4) multiply this dollar amount by the Early Receipt Reduction
Factor; provided, however, if the participant is age 62 or older
on his/her Benefit Start Date, such factor shall be one (1),
(5) subtract from this dollar amount the charges relating to
coverage for a pre-retirement 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 monthly 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.
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(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 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
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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 participant's Benefit Start Date, and
(3) the Mortality Table. Such lump sum payment shall be made within 60
days after the participant's Severance From Service 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.
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(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 Average 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 of
Constellation Energy Group - 60%; all other participants (by
years of Total SERP Service as of the date of the computation)
5.5% per year (maximum is 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 does
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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.
(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
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accruals is not an entitlement event. It is intended that an
entitlement event under this paragraph (c)(iii)(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.
(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)(iv) on the
effective date of the entitlement event, which is
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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 any cost of living or other
pension payment adjustments or to pre-retirement 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)(vi), a
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 pre-retirement or post-
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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 who is fully vested under the Pension 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
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entitled if 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,
(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
pre-retirement 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
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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 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 the provisions of the Rabbi Trust and, to the extent
not paid under the terms of the Rabbi Trust, from general corporate
assets.
7. Death Benefit. Constellation Energy Group shall make arrangements,
through its split-dollar life insurance program or otherwise, for life
insurance coverage for each designated participant providing that the
participant's beneficiary shall receive, as a pre-retirement death
benefit, an amount which is approximately equal to three times the
participant's base salary control point plus target annual incentive
(as determined in the sole discretion of the Plan Administrator), and
as a post-retirement death benefit, an amount which is approximately
equal to two times the participant's base salary control point plus
target annual incentive (as determined in the sole discretion of the
Plan Administrator), as set forth in a separate agreement between the
participant and his/her employer.
As determined in the sole discretion of the Plan Administrator, in the
event that either (i) a participant is ineligible to receive the type
of life insurance coverage provided to other participants under this
Plan, or (ii) such coverage is not available on reasonably
cost-effective terms as a result of any penalty for smoking or other
factors that are reflected in the insurance carrier's rates, then
Constellation Energy Group shall provide a benefit that, in the
discretion of the Plan Administrator, is substantially equivalent to
the cost of the benefit provided to other participants under this
Plan.
8. Dependent Death Benefit. For a participant with a split-dollar
policy under Section 7, in the event of the death of a participant's
qualified dependent while the participant is an active employee of
Constellation Energy Group or a subsidiary of Constellation Energy
Group, Constellation Energy Group shall make a death benefit payment
to the
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participant, from general corporate assets. For purposes of this
Section 8, qualified dependent shall have the same meaning as set
forth in Constellation Energy Group's Family Life Insurance Plan. For
purposes of this Section 8, the amount of death benefit payment shall
be the highest amount of insurance that would have been payable with
respect to such qualified dependent if coverage had been provided
under Constellation Energy Group's Family Life Insurance Plan. The
dependent death benefit payment under this Plan shall be grossed-up
for income tax withholding.
9. 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; (ii) as
requested by the participant or beneficiary to satisfy income tax
withholding or liability; and (iii) any policy of insurance written by
a commercial carrier on a split-dollar basis shall be assignable.
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
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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.
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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