Constellation Energy Group, Inc. Deferred Compensation Plan For Non-Employee Directors

TABLE OF CONTENTS

1.                                        Purpose and Nature of the Plan .  The objective of the Deferred Compensation Plan for Non-Employee Directors (“Plan”) is to offer a portion of the Compensation of non-employee Directors of Constellation Energy Group, Inc. (“Company”) in the form of Stock Units, thereby promoting a greater identity of interest between Constellation Energy Group’s non-employee Directors and its stockholders, and to enable such Directors to defer receipt of their Compensation that is payable in cash.  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 .  As used herein, the following terms will have the meaning specified below:

“ Annual Retainer ” means the amount payable by Constellation Energy Group to a Director as annual compensation for performance of services as a Director, and includes Committee Chair retainers.  All other amounts (including without limitation Board/committee meeting fees, and expense reimbursements) shall be excluded in calculating the amount of the Annual Retainer.

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

“Cash Account ” means an account by that name established pursuant to Section 7.  The maintenance of Cash Accounts is for bookkeeping purposes only.

“ Change in Control ” means the occurrence of any one of the following events:

(i)                                      individuals who, on January 24, 2003, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of 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

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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 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 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

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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 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.

“ Common Stock ” means the common stock, without par value, of Constellation Energy Group.

“ Compensation ” means any Annual Retainer and meeting fees payable by Constellation Energy Group to a participant in

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his/her capacity as a Director.  Compensation excludes expense reimbursements paid by Constellation Energy Group to a participant in his/her capacity as a Director.

“ Constellation Energy Group ” means Constellation Energy Group, Inc., a Maryland corporation, or its successor.

“ Deferred Cash Compensation ” means any cash Compensation that is voluntarily deferred by a participant pursuant to Section 6.

“ Director ” means a member of the Board who is not an employee of Constellation Energy Group or any of its subsidiaries/ affiliates.

“ Disability ” or “ Disabled ” means:

(i)                                      For amounts earned and vested before January 1, 2005, that the Plan Administrator has determined that the participant is unable to fulfill his/her responsibilities of Board membership because of illness or injury.  For purposes of this Plan, a participant’s eligibility to participate shall be deemed to have terminated on the date he/she is determined by the Plan Administrator to be Disabled.

(ii)                                   For amounts earned and vested on or after January 1, 2005, that the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last a continuous period of not less than 12 months or result in death.  For purposes of this Plan, a participant’s eligibility to participate shall be deemed to have terminated on the date the Plan Administrator receives the documentation of Disability.

“ Earnings ” means, with respect to the Cash Account, hypothetical interest credited to the Cash Account.

“ Earnings ” means, with respect to the Stock Account, hypothetical dividends credited to the Stock Account.

“ Fair Market Value ” means, as of any specified date, the average closing price of a share of Common Stock on the “New York Stock Exchange Composite Transactions” averaged for the most recent 20 days during which Common Stock was traded on

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the New York Stock Exchange (including such valuation date if a trading date).

“ Plan Accounts ” means a participant’s Cash Account and/or Stock Account.  The maintenance of Plan Accounts is for bookkeeping purposes only.

“ Plan Administrator ” means, as set forth in Section 3, the Board.

“ Stock Account ” means an account by that name established pursuant to Section 8.  The maintenance of Stock Accounts is for bookkeeping purposes only.

“ Stock Unit(s) ” means the share equivalents credited to a Participant’s Stock Account pursuant to the Plan.  The use of Stock Units is for bookkeeping purposes only; the Stock Units are not actual shares of Common Stock.  Constellation Energy Group will not reserve or otherwise set aside any Common Stock for or to any Stock Account.

“VP-HR” means the senior human resources executive of Constellation Energy Group.

3.                                        Plan Administration .

(a)                                   Plan Administrator - The Plan is administered by the Board, who has sole authority to interpret the Plan, and, in general, to make all other determinations advisable for the administration of the Plan to achieve its stated objective.  Decisions by the Plan Administrator shall be final and binding upon all persons for all purposes.  The Plan Administrator shall have the power to delegate all or any part of its non-discretionary duties to one or more designees, and to withdraw such authority, by written designation.

(b)                                  Amendment - This Plan may be amended from time to time or suspended or terminated at any time, at the written direction of the Plan Administrator.  However, amendments required to keep the Plan in compliance with applicable laws and regulations may be made by the VP-HR on advice of counsel.  Nothing herein creates a vested right.

(c)                                   Indemnification - The Plan Administrator (and its designees), Chairman of the Board, Chief Executive Officer, President, and VP-HR and all other employees of Constellation Energy Group or its subsidiaries/affiliates whose assigned duties include

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matters under the Plan, shall be indemnified by Constellation Energy Group or its subsidiaries /affiliates or from proceeds under insurance policies purchased by Constellation Energy Group or its subsidiaries/affiliates, against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any related claim.

4.                                        Eligibility and Participation .

(a)                                   Mandatory participation - A Director, at the discretion of the Board, may be required at such times designated by the Board to participate in this Plan with respect to the receipt of all or part of his/her Compensation in the form of Stock Units under Section 5 of the Plan.

(b)                                  Voluntary participation - A Director is eligible to participate in the Plan by electing to defer all or certain portions of the participant’s Compensation, that is payable in cash, under Section 6 of the Plan, while so classified.

(c)                                   Termination of participation - Eligibility to participate shall terminate on the date the participant ceases to be a Director.  Notwithstanding termination of eligibility, such person with Plan Accounts will remain a participant of the Plan, solely for purposes of the administration of existing Plan Accounts, and no additional Stock Units will be granted and no further deferrals of cash Compensation under the Plan will be permitted.

5.                                        Mandatory Stock Units .  To the extent designated from time to time by the Board as set forth in Section 4(a), the Stock Account of a participant will be credited on January 1 of each applicable calendar year with Stock Units equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased, with the applicable percentage (as designated by the Board) of the participant’s Annual Retainer for such calendar year, at Fair Market Value on January 1.

If a participant initially becomes a Director during such applicable calendar year, the Stock Account of the participant for such calendar year will be credited, on the date that is the first day of the calendar month after the participant initially becomes a Director, with Stock Units equal to the number of shares of Common Stock (including

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fractions of a share) that could have been purchased at Fair Market Value on such date, with an amount equal to (i) the applicable percentage (as designated by the Board) of the participant’s Annual Retainer multiplied by (ii) a fraction the numerator of which is the number of calendar months in the calendar year on and after the date the participant initially becomes a Director (counting a partial month as a full month), and the denominator of which is 12.

The Stock Account will be maintained pursuant to Section 8.

6.                                        Deferral Elections .

(a)                                   Cash Compensation Deferral Elections

(i)                                      Amount of deferral .  A participant may elect to defer none, all, fifty percent (50%), or seventy-five percent (75%) of his/her other Compensation that is payable in cash (i.e., one hundred percent (100%) of all other Compensation that is not granted in shares of common stock or Stock Units). A participant’s cash Compensation deferral election with respect to the Annual Retainer shall specify whether the deferred Annual Retainer is to be credited to the Cash Account or to the Stock Account.  All other Cash Compensation that a participant elects to defer will be credited to the Cash Account.

(ii)                                   Annual elections :  The deferral election shall be made by written notification to the VP-HR.  Such election shall be made prior to the calendar year during which the applicable cash Compensation is payable, and shall be effective as of the first day of such calendar year.

(iii)                                Initial elections : If a participant initially becomes a Director during a calendar year, the election for such calendar year must be made within thirty (30) calendar days after the date the participant initially becomes a Director, and shall be effective with respect to Compensation earned after the date the election is received by the VP-HR.

(iv)                               Revocation .  Elections under this Section shall remain in effect for all succeeding calendar years until revoked.  Elections may be revoked by written notification to the VP-HR, and shall be effective as of the first day of the calendar year

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following the calendar year during which the revocation is received by such VP-HR.

(v)                                  Notwithstanding anything herein contained to the contrary, the Plan Administrator shall have the right in its sole discretion to permit  participants to defer other percentages of the Annual Retainer and/or other Compensation that is payable in cash than those identified in Section 6(a)(i).  Such an action on the part of the Plan Administrator shall take effect on the first day of the calendar year following the date of the action.

(b)                                  Equity Compensation Deferral Elections .

(i)                                      Amount of deferral .  To the extent that a portion of Compensation is paid in the form of restricted common stock, the participant may elect to defer none or all of the restricted stock award into deferred Stock Units.  The amount deferred is credited to the participant’s Stock Account on January 1 (or, if later, the first day of the first month after the participant becomes a Director).  A participant’s Stock Account shall be credited with Stock Units equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased with the value of such deferred restricted stock award, at Fair Market Value on such date.

                                                If a participant ceases to be a Director prior to December 31 of any calendar year, the participant will forfeit a pro-rated amount of the deferred restricted stock award that was credited to the Stock Account during the calendar year.  The amount forfeited shall equal the amount of the deferred restricted stock award credited during the calendar year times a fraction, the numerator of which is the number of full calendar mo