Constellation Energy Group, Inc. Benefits Restoration Plan

TABLE OF CONTENTS

1.                                        Purpose and Nature of the Plan .   Constellation Energy Group, Inc. (the “Company”) established the Constellation Energy Group, Inc. Benefits Restoration Plan (the “Plan”) and maintains the Plan as an unfunded retirement plan for employees of the Company and its subsidiaries whose benefits under the Pension Plan of Constellation Energy Group, Inc. and the Nine Mile Point Pension Plan are affected by Internal Revenue Code Limitations.  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:

“Chairman” means the Chairman of the Board of Directors of Constellation Energy Group.

“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.

“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 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 having 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.

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“Pension Plan” means the Pension Plan of Constellation Energy Group, Inc. as may be amended from time to time, the Nine Mile Point Pension Plan, or any successor plan.

“Plan” means the Constellation Energy Group, Inc. Benefits Restoration Plan.

“Plan Administrator” means, as set forth in Section 3, the senior human resources executive of Constellation Energy Group.

“Severance from Service Date” means: (i) for benefits earned and vested prior to January 1, 2005, the same as set forth in the Pension Plan; (ii) for benefits 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 to no more than 20 percent of the average level of bona fide services performed in the immediately preceding 36-month period.

3.                                        Plan Administration .  The senior human resources executive of Constellation Energy Group is the Plan Administrator and has sole authority (except as specified otherwise herein) to interpret the Plan and, in general, to make all other determinations advisable for the administration of the Plan to achieve its stated objective.  Appeals of written decisions by the Plan Administrator may be made to the Chairman.  Decisions by the Chairman shall be final and not subject to further appeal.  The Plan Administrator shall have the power to delegate all or any part of his/her duties to one or more designees, and to withdraw such authority, by written designation.

4.                                        Eligibility .  Each employee of Constellation Energy Group or its subsidiaries whose Pension Plan benefits are reduced because of Internal Revenue Code Limitations, is a participant; provided, however that any such employee entitled to benefits payout under a plan listed in Appendix A is not a participant in this Plan; and provided further that employees or classifications of employees, designated by the Chairman (or if required by Constellation Energy Group’s corporate charter or by-laws, designated by the Committee), and reflected in Appendix B are also not participants in this Plan.

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5.                                        Computation of Restoration Benefits .  A participant’s (or if applicable, Surviving Spouse’s or Alternate Beneficiary’s) benefits under this Plan will be calculated as set forth below:

(a)                             Compute without regard to Internal Revenue Code Limitations, but subject to any compensation limitations established by the Chairman (or if required by Constellation Energy Group’s corporate charter or by-laws, the Committee), shown in Appendix C, the participant’s Gross Pension under the Pension Plan based on the participant’s Severance from Service Date and assuming that benefit payments commence on the first of the month following the Severance From Service Date; provided, however, that if the participant is not eligible to have payments start under the Pension Plan as of such date, benefit payments will be assumed to commence on the participant’s Normal Retirement Date in the form of a single life annuity; and

Subtract from the above amount the participant’s Gross Pension amount under the Pension Plan using the same Benefit Commencement Date.

(b)                                  Or, if a participant dies before his/her Benefits Commencement Date, compute without regard to Internal Revenue Code Limitations but subject to any compensation limitations established by the Chairman (or if required by Constellation Energy Group’s corporate charter or by-laws, the Committee), shown in Appendix C, the participant’s Surviving Spouse’s or Alternate Beneficiary’s benefit under the Pension Plan based on payments commencing on the first of the month following the participant’s date of death; and

Subtract from the above amount the amount payable to the Surviving Spouse or Alternate Beneficiary under the Pension Plan based on payments commencing on the first of the month following the participant’s date of death.

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

(a)           Form of payout of benefits - generally .  For a participant, the payout under this Plan will be a bi-

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weekly payment, unless the participant makes a valid election to receive his/her payout in the form of a lump sum; however, if the present value of the participant’s Plan payout is under $50,000, it will be paid automatically in the form of a lump sum.  For this purpose, the present value of the Plan payout will be the amount that would be payable to a participant under paragraph (c) if he or she elected to receive a lump sum.

A participant may elect to receive his/her payout in the form of a lump sum by submitting to the Plan Administrator a signed 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 new signed election form.

(b)                                  Amount and timing of participant bi-weekly benefits payout .  A participant entitled to bi-weekly benefits payouts will receive bi-weekly payments based on the amount determined under Section 5; provided, however, that such amounts shall be reduced as applicable in accordance with the terms of the Pension Plan for (i) early receipt and (ii) if the participant elects to receive such payments in the form of a joint and survivor annuity, the cost of such annuity. Payments under this paragraph (b) shall commence effective with the first day 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 to the participant hereunder shall permanently cease upon the death of the participant, effective with the bi-weekly payment for the period following the month of the participant’s death.

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