Constellation Energy Group, Inc. Supplemental Pension Plan

Table of Contents

2

1.                                        Purpose and Nature of the Plan .  Constellation Energy Group, Inc. (the “Company”) established the Constellation Energy Group, Inc. Senior Executive Supplemental Plan (“Plan”) and maintains the Plan as an unfunded retirement plan for purposes of Title I of the Employee Retirement Income Security Act of 1974, notwithstanding the creation of the Rabbi Trust.  The purpose of the plan is to provide enhanced retirement benefits for certain officers and key employees of the Company and its subsidiaries in order to attract and retain talented executive personnel.  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.

The Plan is divided into sections that separately address benefits earned and vested on or after January 1, 2005, which are subject to Internal Revenue Code section 409A, and benefits earned and vested before January 1, 2005, which are “grandfathered” under Internal Revenue Code section 409A.

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 bi-weekly 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,

3

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 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  the occurrence of any one of the following events:

(i)                                      individuals who, on January 24, 2003, constitute the Board of Directors of Constellation Energy Group (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board of Directors of Constellation Energy Group (the “ Board ”), provided that any person becoming a director subsequent to January 24, 2003, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of Constellation Energy Group (the “ Company ”) in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result

4

of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(ii)                                   any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “ Company Voting Securities ”); provided , however , that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions:  (A) by the Company or any corporation with respect to which the Company owns a majority of the outstanding shares of common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors (a “ Subsidiary Company ”), (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary Company, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), or (E) pursuant to any acquisition by Plan participant or any group of persons including Plan participant (or any entity controlled by Plan participant or any group of persons including Plan participant);

(iii)                                consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiary Companies (a “Business Combination ”), unless immediately following such Business Combination:  (A) more than 60% of the total voting power of (x) the corporation resulting from such Business Combination (the “ Surviving Corporation ”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has

5

beneficial ownership of at least 95% of the voting securities eligible to elect directors of the Surviving Corporation (the “ Parent Corporation ”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B), and (C) above shall be deemed to be a “ Non-Qualifying Transaction ”); or

(iv)                               the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company, or the consummation of a sale of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided , that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding

6

Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

“Committee” means the Compensation Committee 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.

“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.

“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.

“Key Employee” means an employee listed each year by Constellation Energy Group on the Key Employee list as required by Treasury Regulation 1.409A-1(i), which shall generally be comprised of officers, and shall include but

7

not be limited to: the 50 most highly paid officers having annual compensation greater than $130,000 (as adjusted from time to time); 5% owners; and 1% owners that have annual compensation from Constellation Energy Group greater than $150,000 (as adjusted from time to time). Key Employees shall be identified as of December 31 of each year, and the List shall take effect on April 1 of the year following.

“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.

“Nonqualified Deferred Compensation Plan” means the Constellation Energy Group, Inc. Nonqualified Deferred Compensation 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. Supplemental Pension Plan.

“Plan Administrator” means, as set forth in Section 3, the Committee and its designees.

“Rabbi Trust” means the trust adopted by Constellation Energy Group pursuant to the Grantor Trust Agreement Dated as of November 3, 2008, by and between Constellation Energy Group and JPMorgan Chase Bank, N.A.

“Severance from Service Date” means: (i) for benefit amounts earned and vested prior to January 1, 2005, the same as set forth in the Pension Plan; (ii) for benefit amounts earned and vested on or after January 1, 2005, the date that the employee dies, retires, or otherwise has a termination of employment such that it is reasonably anticipated that the employee will perform no additional services, or the level of bona fide services performed would permanently decrease

8

to no more than 20 percent of the average level of bona fide services performed in the immediately preceding 36-month period.

“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, provided, however, that such withdrawal may not be made for benefits provided pursuant to Sections 5, 6, and 7 with respect to a participant who has satisfied the eligibility requirements to retire (as set forth in Section 5(a)).  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.

9

annuity in excess of 50%, and for a post-retirement survivor annuity in excess of 50%, and

(vi)                               subtract from the remainder the net amount payable to the participant under the Pension Plan on the participant’s Benefit Start Date, assuming a 50% spousal joint and survivor annuity for a married participant(if the participant is not eligible to commence bi-weekly Pension Plan payments on the participant’s Benefit Start Date, the participant’s benefit will be unreduced for Pension Plan payments until the date the participant is first eligible to commence bi-weekly Pension Plan payments) , or, if the participant elects a lump sum under the PEP provisions of the Pension Plan, the bi-weekly 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.

6.                                       For Benefits Earned and Vested Prior to January 1, 2005.

(a)                                   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 bi-weekly 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 to receive a payout in the form of a lump sum 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.

(b)                                  Amount, timing, and source of bi-weekly retirement benefit payout .  A participant entitled to bi-weekly

11

supplemental pension retirement benefits will receive bi-weekly payments equal to the amount determined under Section 5(b).  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 bi-weekly payments hereunder will be automatically increased based on the percentage of, and at the same time as, such adjustment(s).  Bi-weekly payments hereunder shall permanently cease upon the death of the participant, effective with the bi-weekly payment for the month following t