BALTIMORE GAS & ELECTRIC CO
EX-10(C)
<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>4
<FILENAME>a2140827zex-10_c.htm
<DESCRIPTION>EX-10(C)
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<P ALIGN="RIGHT"><FONT SIZE=2><A
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<BR></FONT><FONT SIZE=1><B>Exhibit&nbsp;10(c)<BR>  Attachment 1    <BR>    </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="pm1665_employment_agreement"> </A>
<A NAME="toc_pm1665_2"> </A>
<BR></FONT><FONT SIZE=2><B>EMPLOYMENT AGREEMENT    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
EMPLOYMENT AGREEMENT, dated July&nbsp;1, 2004, is by and between Constellation Energy Group,&nbsp;Inc., a Maryland corporation ("Constellation" or "Company"), and E. Follin
Smith ("Executive"). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>WITNESSETH
THAT </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Executive is currently serving as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of the Company, and Constellation desires to secure the
continued employment by the Company of the Executive in accordance with this Agreement; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Executive wishes to continue to remain in the employ of the Company and its affiliated entities on the terms and conditions set forth in this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows: </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Employment Period.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall continue to employ the Executive, and the Executive shall remain in the employ of the Company, in accordance with the terms and conditions set forth in
this Agreement, commencing on July&nbsp;1, 2004 (the "Effective Date") and continuing until the third anniversary of the Effective Date or such later date as provided in Section&nbsp;1(b) herein
(the "Employment Period"). This Agreement shall become effective on the Effective Date. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Commencing
on the date one year after the Effective Date, and on each anniversary of such date (such date and each such anniversary thereof hereinafter referred to as
the "Renewal Date"), the Employment Period shall be extended automatically so as to terminate on the third anniversary of such Renewal Date, unless at least 60&nbsp;days prior to the Renewal Date
either party gives the other party written notice not to so extend the Employment Period. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Position and Duties.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;During
the Employment Period, the Executive shall serve as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of the Company. The
Executive's responsibilities as Executive Vice President, Chief Financial Officer and Chief Administrative Officer shall include all aspects of the Company's and its subsidiaries' businesses. For
purposes of the foregoing sentence, the term "subsidiary" means any entity directly or indirectly controlled by the Company or any successor company. The Executive shall serve as an employee of the
Company and with such duties and responsibilities as are currently assigned to her, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to her by
the Chief Executive Officer of the Company. As Executive Vice President, Chief Financial Officer and Chief Administrative Officer, the Executive shall report solely to the Chief Executive Officer of
the Company. In addition, and without further compensation, upon reasonable request, the Executive shall serve as a director and/or officer of one or more of the Company's affiliates if so elected or
appointed from time to time. For purposes of this Agreement, the term "affiliate" means any entity directly or indirectly controlling, controlled by or under common control with the Company or any
successor company. Notwithstanding the foregoing, the Executive's sole remedy with respect to a loss of her title as Chief Administrative Officer is to terminate her employment for Good Reason (as
defined below). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;During
the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially all of
her attention and time during normal business hours and, as reasonably required, outside of normal business hours, to the business and affairs of the Company and its affiliates, as directed by the
Chief Executive Officer, and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executive's best reasonable efforts to carry out such
responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to serve on corporate, industry, civic, higher education or charitable boards or
committees, so long as such activities do not conflict or materially interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement,
violate the terms of this Agreement, or violate policies of the Company as in effect from time to time and applicable to the Executive, including without limitation the Principles of Business
Integrity. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Compensation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise expressly provided below (or as provided otherwise under the terms of a
plan, policy or other compensation or benefits arrangement in which the Executive participates), the Executive's compensation during the Employment Period shall be determined by the Compensation
Committee of the Board of Directors of Constellation ("Board") or any successor thereto. </FONT></P>

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<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Annual Base Salary.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;During the Employment Period, the Executive shall receive an annual base salary of no
less than $500,000 (such annual base salary, in effect from time to time, "Annual Base Salary"). The Annual Base Salary shall be payable in accordance with the Company's regular payroll practice for
its senior executives, as in effect from time to time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Incentive Compensation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;During the Employment Period, the Executive shall participate in such
short-term and long-term incentive compensation plans, policies or arrangements of the Company at the following minimum levels: (1)&nbsp;annual incentive opportunity target
of 100% of Annual Base Salary, with a minimum annual opportunity of 0% of Annual Base Salary and a maximum annual opportunity of 300% of Annual Base Salary, based on Company and individual performance
and which, if earned, shall be payable when similar annual incentive targets are paid to other senior executives of the Company; (2)&nbsp;annual grant of long-term incentive opportunity
with a value at grant of $1,000,000 in such forms and subject to such terms as may be determined by the Compensation Committee of the Board, subject to and in accordance with the terms of any
applicable plans pursuant to which any such grant is made, which annual grants shall be made at the same time that similar grants are made to other senior executives of the Company but, in any event,
prior to the applicable annual anniversary date of the Effective Date; and (3)&nbsp;annual grant of service-based restricted stock with a value of $500,000 with three-year ratable
vesting, which annual grants shall be made at the same time that long-term incentive grants are made to other senior executives of the Company but, in any event, prior to the applicable
annual anniversary date of the Effective Date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Fringe Benefits and Perquisites.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;During the Employment Period, the Executive shall be entitled to receive
fringe benefits and perquisites which are commensurate with her position and at least comparable to those received by other senior executives of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Other Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In addition, and without limiting the generality of the foregoing, during the Employment
Period, and subject to any applicable eligibility requirements, (i)&nbsp;the Executive shall be entitled to participate in all applicable incentive, savings and retirement plans (qualified and
non-qualified), practices, policies and programs provided by the Company to the same extent as other senior executives of the Company; and (ii)&nbsp;the Executive and/or the Executive's
family, as the case may be, shall be eligible for participation in, and shall receive benefits under, applicable welfare benefit plans, practices, policies and programs provided by the Company,
including, without limitation, medical, prescription, dental, disability, sick leave, life insurance, accidental death and travel accident insurance plans and programs, to the same extent as other
senior executives of the Company. Without limiting the foregoing, the Executive shall have the right to participate in any supplemental executive retirement plan that may be implemented by the
Company, and to receive benefits thereunder at least as favorable as any other executive vice president of the Company. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Termination of Employment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Death or Disability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Executive's employment shall terminate automatically upon the Executive's death
during the Employment Period. The Company shall be entitled to terminate the Executive's employment because of the Executive's Disability during the Employment Period. For purposes of this Agreement,
"Disability" shall mean the Executive's inability, with or without reasonable accommodation and due to physical or mental incapacity, to substantially perform her duties and responsibilities hereunder
for a period of 180 consecutive days, or for an aggregate of 270&nbsp;days in any 365-day period. A termination of the Executive's employment by the Company for Disability shall be
communicated to the Executive by written notice and shall be effective on the thirtieth (30th) day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive
returns to full-time performance of the Executive's duties before the Disability Effective Date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;By the Company.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;The
Board may terminate the Executive's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" means: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Executive is convicted of a felony involving moral turpitude; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Executive persistently and unjustifiably fails or refuses to comply with any written directive of the Chief Executive Officer of the Company other than a directive
constituting an assignment described in Section&nbsp;4(c)(i)A; </FONT></P>

</UL>
</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;the
Executive engages in conduct or activities that constitutes disloyalty to the Company or an affiliate thereof, and such conduct or activities are materially damaging
to the property, business or reputation of the Company or an affiliate thereof; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;the
Executive embezzles or knowingly, and with intent, misappropriates property of the Company or an affiliate thereof, or unlawfully appropriates any corporate
opportunity of the Company or an affiliate thereof. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;A
termination of the Executive's employment for Cause shall be effected only in accordance with the following procedures. The Company shall give the Executive written
notice ("Notice of Termination for Cause") of its intention to terminate the Executive's employment for Cause, setting forth in reasonable detail the specific conduct of the Executive that it
considers to constitute Cause and the specific provision(s) of this Agreement on which it relies, and stating the date, time and place of the Board Meeting for Cause. The "Board Meeting for Cause"
means a meeting of the Board at which the Executive's termination for Cause will be considered, that takes place not less than ten (10)&nbsp;and not more than twenty (20)&nbsp;business days after
the Executive receives the Notice of Termination for Cause. The Executive shall be given an opportunity, together with counsel, to be heard at the Board Meeting for Cause. The Executive's termination
for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by a two-thirds vote of the entire membership of the Board, excluding employee
directors, stating that in the good faith opinion of the Board, the Executive is guilty of the conduct described in the Notice of Termination for Cause, and that such conduct constitutes Cause under
this Agreement. The failure to set forth any fact or circumstance in a Notice of Termination for Cause shall not constitute a waiver of the right to assert, and shall not preclude the Company from
asserting such fact or circumstance in an attempt to enforce any right under or provision of this Agreement. A determination by the Board that Cause exists shall be subject to de novo review in
accordance with Section&nbsp;20. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;The
Board may terminate the Executive's employment without Cause at any time upon 30&nbsp;days prior written notice to the Executive. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Good Reason.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;The
Executive may terminate employment for Good Reason or without Good Reason. For purposes of this Agreement, "Good Reason" means (without the Executive's express
written consent): </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
the assignment to the Executive of duties materially inconsistent with her authorities, duties, responsibilities and status (including offices, title, and reporting
relationships) as Chief Administrative Officer of the Company or Chief Financial Officer of the Company, (2)&nbsp;any material reduction or alteration in the nature or status of the Executive's
authorities, duties, or responsibilities or (3)&nbsp;the elimination by the Company of the Executive's Chief Administrative Officer of the Company or Chief Financial Officer of the Company title,
unless such act is remedied by the Company within 10 business days after receipt of written notice thereof given by the Executive; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that
the none of the following shall constitute Good Reason: (1)&nbsp;elimination of the Executive's title as Chief Administrative Officer or
the Executive's responsibilities with respect to the Company's human resources, legal and/or risk management groups following a Change in Control (as defined in the Change in Control Severance
Agreement made July&nbsp;1, 2004 between the Company and Executive (the "Change in Control Severance Agreement")); (2)&nbsp;elimination of the Executive's responsibilities with respect to the
Company's audit and/or risk management groups following a determination by the Company's Audit Committee that the assignment of such responsibilities to another officer who is not the Chief Financial
Officer of the Company is in the best interests of the Company; or (3)&nbsp;a determination by the Company to have its General Counsel report to the Company's Chief Executive Officer rather than the
Executive; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a
reduction by the Company of the Executive's Annual Base Salary as in effect immediately prior to the date of such reduction, unless such reduction is less than ten
percent (10%) and it is either (i)&nbsp;replaced by an incentive opportunity equal in value; or is (ii)&nbsp;consistent and proportional with an overall reduction in management compensation due to
extraordinary business conditions, including but not limited to reduced profitability and other financial stress (i.e., the base salary of the Executive will not be singled out for reduction in a
manner inconsistent with a reduction imposed on other executives of the Company); </FONT></P>

</UL>
</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<UL>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;the
relocation of the Executive's office more than 50 miles from the Executive's office immediately prior to the Effective Date; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;failure
of the Company to provide (i)&nbsp;the Executive the opportunity to participate in all applicable incentive, savings and retirement plans, practices, policies
and programs of the Company to the same extent as other senior executives (or, where applicable, retired senior executives) of the Company, and (ii)&nbsp;the Executive and/or the Executive's family,
as the case may be, the opportunity to participate in, and receive all benefits under, all applicable welfare benefit plans, practices, policies and programs provided by the Company, including,
without limitation, medical, prescription, dental, disability, sick benefits, employee life insurance, accidental death and travel insurance plans and programs, to the same extent as other senior
executives (or, where applicable, retired senior executives) of the Company; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;failure
of the Company to provide the Executive such perquisites as the Company may establish from time to time which are commensurate with the Executive's position and
at least comparable to those received by other senior executives at the Company; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
failure by the Company to comply with paragraph&nbsp;(c) of Section&nbsp;12 of this Agreement; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;&nbsp;&nbsp;&nbsp;any
other substantial breach of this Agreement by the Company that either is not taken in good faith or is not remedied by the Company promptly after receipt of notice
thereof from the Executive. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;The
Executive's right to terminate employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's
continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein; provided, however, that if Executive desires to terminate
her employment for "Good Reason," she must provide the Company with written notice ("Notice of Good Reason") of the existence of an event constituting Good Reason within six (6)&nbsp;months of the
occurrence thereof or, if such event is not immediately recognizable by the Executive, within six (6)&nbsp;months of the date the Executive became or reasonably should have become aware of such
event, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. A termination
of employment by the Executive for Good Reason shall be effective on the latest of (x)&nbsp;20&nbsp;days after giving notice of intent to terminate employment for Good Reason,
(y)&nbsp;10&nbsp;days after the expiration of the Company's right to cure the event constituting Good Reason set forth below; and (z)&nbsp;the date specified in the Notice of Good Reason (which
date shall not be less than 30&nbsp;days nor more than 4&nbsp;months after the date of the Notice of Good Reason); provided, however, that no event described hereunder shall constitute Good Reason
if such event is remedied by the Company within ten (10)&nbsp;days after receipt of the Notice of Good Reason by the Company from the Executive. If the Company disputes the existence of Good Reason,
the Company shall provide to the Executive written notification of such dispute within ten (10)&nbsp;days after the receipt of the Notice of Good Reason by the Company from the Executive. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Date of Termination.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, the "Date of Termination" means the date of the
Executive's death, the Disability Effective Date, the date on which the termination of the Executive's employment by the Company for Cause or without Cause or by the Executive for Good Reason or
without Good Reason is effective, as the case may be, all in accordance with the terms of this Section&nbsp;4. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Obligations of the Company upon Termination.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;By the Company other than for Cause, Death or Disability, or by the Executive for Good Reason.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If, during
the Employment Period, either (1)&nbsp;the Company terminates the Executive's employment, other than for Cause, death, or Disability, or (2)&nbsp;the Executive terminates her employment for Good
Reason, </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;the
Company shall pay to the Executive in a lump sum in cash within 30&nbsp;days after the Date of Termination (or such later date which is no more than 7&nbsp;days
after the expiration of the revocation period for the release set forth in Section&nbsp;5(d) below), the sum of the following amounts: (i)&nbsp;any portion of the Executive's Annual Base Salary
through the Date of Termination that has been earned but not yet paid; and (ii)&nbsp;an amount representing the annual incentive target (which for this purpose shall be 100% of the Annual Base
Salary) for the period that includes the Date of Termination, multiplied by a fraction, the numerator of which is the number of days in such period through the Date of Termination, and the denominator
of which is the total number of days in the relevant period; </FONT></P>

</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;the
Company shall make a lump sum payment to the Executive within 30&nbsp;days after the Date of Termination (or such later date which is no more than 7&nbsp;days
after the expiration of the revocation period for the release set forth in Section&nbsp;5(d) below) equal to $4,500,000; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;the
Company shall provide the Executive with benefits under the Company's employee health and dental benefit plans, as if she had remained employed by the Company
pursuant to this Agreement through the end of the Employment Period (or, if later, the date that is the second anniversary of the Date of Termination); provided, that to the extent any benefits under
the Company's health and dental benefit plans cannot be provided pursuant to a plan or program maintained by the Company for its employees, the Company shall provide the substantially equivalent value
of such benefits outside such plan or program at no additional cost (including, but not by way of limitation, tax cost) to the Executive; and provided, further, that during any period when the
Executive is eligible to receive at least equivalent health and dental benefits under another employer-provided plan, the health and dental benefits provided by the Company under this
Section&nbsp;5(a)(ii)&nbsp;shall cease; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;(A)
any non-performance-based equity or other non-performance-based grant, including, without limitation, options, made prior to the Effective
Date under a Company long-term incentive plan that is outstanding on the Date of Termination shall, immediately prior to the effectiveness of termination of the Executive's employment, be
fully vested and any restrictions shall lapse; (B)&nbsp;any non-performance-based equity or other non-performance-based grant, including, without limitation, options, made on
or after the Effective Date under a Company long-term incentive plan that is outstanding on the Date of Termination shall, immediately prior to the effectiveness of termination of the
Executive's employment, vest and any restrictions shall lapse with respect to the number of shares or units outstanding multiplied by a fraction, the numerator of which is the number of days in the
service or other restriction period through the Date of Termination and the denominator of which is the total number of days in the service or other restriction period; (C)&nbsp;any
performance-based equity or other grant made prior to the Effective Date under a Company long-term incentive plan that is outstanding on the Date of Termination that is earned by the
Executive based on the Company's results achieved during the applicable performance periods as determined by the Compensation Committee of the Board shall be paid out to the Executive in full when
such performance period awards are payable to other Company long-term incentive plan participants; (D)&nbsp;any performance-based equity or other grant made on or after the Effective
Date under a Company long-term incentive plan that is outstanding on the Date of Termination that is earned by the Executive based on the Company's results achieved during the applicable
performance periods as determined by the Compensation Committee of the Board shall be paid out to the Executive when such performance period awards are payable to other Company long-term
incentive plan participants, with respect to the number of shares or units awarded multiplied by a fraction, the numerator of which is the number of days in the performance period through the Date of
Termination and the denominator of which is the total number of days in the performance period; and (E)&nbsp;vested options outstanding on the Date of Termination and unvested options outstanding on
the Date of Termination that vest in accordance with this Section&nbsp;5(a)(iv)&nbsp;shall be exercisable and shall remain in effect and exercisable through the end of their respective terms,
without regard to the termination of the Executive's employment; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;For
a 60-day period commencing on the Date of Termination, the Executive is entitled to receive outplacement services from one or more organizations that
are offered by the Company from time to time, with such services capped at a Company cost of $50,000. </FONT></P>

</UL>

<P><FONT SIZE=2>Certain
of the payments and benefits provided pursuant to this Section&nbsp;5(a) are intended as liquidated damages for a termination of the Executive's employment by the Company other than for
Cause, death, or Disability, or for the actions of the Company leading to a termination of the Executive's employment by the Executive for Good Reason, and, except as otherwise expressly provided for
in Section&nbsp;6 below, shall be the sole and exclusive remedy therefor. As a condition to receipt of such payments and benefits, the Executive must sign and not subsequently revoke a general
release in favor of the Company and its affiliates, as set forth in Section&nbsp;5(e) below. Upon compliance with the provisions of this Section&nbsp;5(a), the Company shall have no further
obligations under this Agreement, except as specified in Section&nbsp;6 or 7 below. </FONT></P>


<P><FONT SIZE=2>Any
compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) that has not been paid as of the Date of Termination, will be paid in accordance with the
terms and conditions of the plan, policy or arrangement pursuant to which the amounts were deferred. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2><A
NAME="page_po1665_1_6"> </A> </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Death or Disability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If the Executive's employment is terminated by reason of the Executive's death or
Disability during the Employment Period, the Company shall pay to the Executive or, in the case of the Executive's death, to the Executive's designated beneficiaries (or, if there is no such
beneficiary, to the Executive's estate or legal representative) in a lump sum in cash (except amounts payable pursuant to the terms of a plan in equity shall be paid in equity) within 30&nbsp;days
after the Date of Termination (or such later date which is no more than 7&nbsp;days after the expiration of the revocation period for the release set forth in Section&nbsp;5(d) below), the sum of
the following amounts: (i)&nbsp;any portion of the Executive's Annual Base Salary through the Date of Termination that has been earned but not yet paid; and (ii)&nbsp;an amount representing the
annual and long-term incentive compensation for the period that includes the Date of Termination, computed by assuming that the amount of all such incentive compensation would be equal to
the target amount (expressed in shares or share equivalents if applicable) of such incentive compensation that the Executive would have been eligible to earn for such period, and multiplying that
amount by a fraction, the numerator of which is the number of days elapsed in such period through the Date of Termination, and the denominator of which is the total number of days in the relevant
period; provided, however that with respect to options outstanding on the Date of Termination, unvested options will lapse on such date, and vested options shall remain in effect and exercisable
through the earlier of 60&nbsp;months after the Date of Termination and the end of their respective terms. Any compensation previously deferred by the Executive (together with any accrued interest
or earnings thereon) that has not been paid as of the Date of Termination, will be paid in accordance with the terms and conditions of the plan, policy or arrangement pursuant to which the amounts
were deferred. As a condition to receipt of such payments and benefits, the Executive or, in the case of the Executive's death, the Executive's designated beneficiaries (or, if there is no such
beneficiary, the Executive's estate or legal representative) must sign and not subsequently revoke a general release in favor of the Company and its affiliates as set forth in Section&nbsp;5(e)
below. Upon compliance with the provisions of this Section&nbsp;5(b), the Company shall have no further obligations under this Agreement, except as specified in Section&nbsp;6 or 7 below. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;By the Company for Cause or by the Executive other than for Good Reason.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If, during the Employment Period,
the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay the Executive any portion of the Annual Base Salary through the
Date of Termination that has been earned but not yet paid. Any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) that has not been paid as of
the Date of Termination, will be paid in accordance with the terms and conditions of the plan, policy or arrangement pursuant to which the amounts were deferred. Upon compliance with the provisions of
this Section&nbsp;5(c), the Company shall have no further obligations under this Agreement, except as specified in Section&nbsp;6 or 7 below. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Expiration of Term.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If the Employment Period is not renewed from time to time in accordance with
Section&nbsp;1(b) hereof, then, upon expiration of the Employment Period, the Company shall pay to the Executive in a lump sum in cash (except amounts payable pursuant to the terms of a plan in
equity shall be paid in equity), the sum of the following amounts: (i)&nbsp;any portion of the Executive's Annual Base Salary through the last day of the Employment Period that has been earned but
not yet paid; and (ii)&nbsp;the annual and long-term incentive compensation for the period that includes the last day of the Employment Period, computed by assuming that the amount of
all such incentive compensation would be equal to the target amount (expressed in shares or share equivalents if applicable) of such incentive compensation that the Executive would have been eligible
to earn for such period, and multiplying that amount by a fraction, the numerator of which is the number of days elapsed in such period through the last day of the Employment Period, and the
denominator of which is the total number of days in the relevant period. Further, in the event of any non-renewal of the Employment Period, unvested options will lapse on the last day of
the Employment Period, and vested options shall remain
in effect and exercisable through the earlier of 60&nbsp;months after the last day of the Employment Period and the end of their respective terms. Any compensation previously deferred by the
Executive (together with any accrued interest or earnings thereon) that has not been paid as of the Date of Termination, will be paid in accordance with the terms and conditions of the plan, policy or
arrangement pursuant to which the amounts were deferred. As a condition to receipt of such payments and benefits, the Executive must sign and not subsequently revoke a general release in favor of the
Company and its affiliates as set forth in Section&nbsp;5(e) below. Upon compliance with the provisions of this Section&nbsp;5(d), the Company shall have no further obligations under this
Agreement, except as specified in Section&nbsp;6 or 7 below. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Release.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The benefits described in Sections 5(a), 5(b) and 5(d) are payable by the Company to the Executive,
the Executive's designated beneficiaries, estate or legal representative (whichever is applicable) only if after the Date of Termination, the Executive, the Executive's designated beneficiaries,
estate or legal representative </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

<HR NOSHADE>
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<A NAME="page_po1665_1_7"> </A>
<UL>
<BR>

<P><FONT SIZE=2>(whichever
is applicable) executes (and does not subsequently revoke) in writing and submits to the Company, in the form, manner, and subject to the timing reasonably established by the Company, a
general release of all legal claims, including those against the Company and affiliates thereof (and including the Company's and such affiliates' respective officers, directors, shareholders,
employees, agents and representatives) substantially in the form of </FONT><FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2> hereto. Such agreement shall be furnished by the Company to the
Executive, the Executive's designated beneficiaries, estate or legal representative (whichever is applicable) as soon as possible, but no later than ten (10)&nbsp;business days, after the Date of
Termination. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Non-Exclusivity of Rights.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice provided by the Company, for which the Executive may qualify, nor shall anything in this Agreement limit or otherwise affect
such rights as the Executive may have under any contract or agreement with the Company or any of its affiliates, except as otherwise specified in this Section&nbsp;6 or in the terms of any such
other plan, program, policy or practice. However, if the Executive receives severance benefits under Section&nbsp;5 of this Agreement, the Executive shall not also be entitled to any benefit under
any other severance plan, program, arrangement or agreement maintained by the Company or any of its affiliates except under the Change in Control Severance Agreement; provided, however, that with
respect to this Agreement and the Change in Control Severance Agreement, to avoid duplication of payments or benefits, only such payments and benefits that would be most beneficial to the Executive,
as determined by the Executive, shall be provided. Vested payments or benefits the Executive is otherwise entitled to receive under any plan, policy, practice, or program of, or any contract or
agreement with, the Company or any of its affiliates on or after the Date of Termination shall be payable in accordance with the terms of each such plan, policy, practice, program, contract, or
agreement, as the case may be, except to the extent receipt of such payments or benefits under the other plan, policy, practice, or program would result in an unintended duplication of payments or
benefits, in which case the payments and benefits that would be most beneficial to the Executive, as determined by the Executive, shall be provided. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Full Settlement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as expressly provided in Section&nbsp;6 above, the Company's obligation to make the
payments provided for in, and otherwise to perform its obligations under, this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or
action that the Company may have against the Executive or others; provided, that the Company shall be entitled to withhold any amounts it is required to withhold, as contemplated by Section&nbsp;16.
In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this
Agreement and (except as expressly provided in Section&nbsp;5(a)(ii)) the amount of any payment or benefit provided for in this Agreement shall not be reduced regardless of whether the Executive
obtains other employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Confidential Information.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge, data, information concerning any inventions,
discoveries, improvements, processes, methods, trade secrets or research (including, without limitation, computer programs and software development) relating to the Company or any of its affiliates
and their respective businesses that the Executive obtains or learns of during the Executive's employment by the Company or any of its affiliates and that is not public knowledge (other than as a
result of the Executive's violation of this Section&nbsp;8) ("Confidential Information"). The Executive shall not communicate, divulge, disseminate or use for the benefit of herself or any other
Person (as defined below), Confidential Information at any time during or after the Executive's employment with the Company, except (i)&nbsp;with the prior written consent of the Company,
(ii)&nbsp;to the Company and its affiliates, or to any authorized (or apparently authorized) agent or representative of any of them, (iii)&nbsp;in connection with performing her duties hereunder,
(iv)&nbsp;when required to do so by law or by a court, governmental agency, legislative body, arbitrator or other Person with apparent jurisdiction to order her to divulge, disclose or make
accessible such information, (v)&nbsp;in the course of any proceeding under Section&nbsp;20 or (vi)&nbsp;in confidence to an attorney or other professional advisor for the purpose of securing
professional advice. As used herein, the term "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body,
employee benefit plan, or other person or entity. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Amendment of Agreement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may not be modified nor may any provisions of this Agreement be waived
except by written agreement of the parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Construction.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Wherever any words are used herein in the masculine gender they shall be construed as though
they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form, they shall be construed as though they were also used in
the plural form in all cases where they would so apply. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed, construed and enforced in accordance with its express
terms, and otherwise in accordance with the laws of Maryland. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Successors and Assigns.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. In the event of the Executive's death or a judicial
determination of her incompetence, references in this Agreement shall be deemed, where appropriate, to refer to her beneficiary, estate or other legal representative. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or
otherwise. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Indemnification.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;If
the Executive is made a party or is threatened to be made a party to any Proceeding (as defined below) by reason of the fact that she is or was a director, officer,
member, employee, agent, manager, trustee, consultant or representative of the Company or any of its affiliates or is or was serving at the request of the Company or any of its affiliates, or in
connection with her service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another Person, or if any Claim (as defined below) is made or
is threatened to be made, that arises out of or relates to the Executive's service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless to the fullest
extent permitted or authorized by the Certificate of Incorporation or Bylaws of the Company, or if greater, by applicable law, against any and all judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the Executive (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce her rights
under this Section&nbsp;13, and such indemnification shall continue as to the Executive even if she has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or
representative of the Company or other Person and shall inure to the benefit of her heirs, executors and administrators. The Executive shall be entitled to prompt advancement of any and all reasonable
expenses (including, without limitation, reasonable attorneys' and other professional fees and charges) incurred by her personally in connection with any such Proceeding or Claim, or in connection
with seeking to enforce her rights under this Section&nbsp;13, any such advancement to be made within 15&nbsp;days after the Executive gives written notice, supported by reasonable documentation,
requesting such advancement. Such notice shall include (i)&nbsp;a written affirmation by the Executive of the Executive's good faith belief that the standard of conduct necessary for indemnification
by the Company as authorized under Maryland corporate law has been met and (ii)&nbsp;a written undertaking by the Executive to repay the amount advanced if it is ultimately determined that such
standard of conduct has not been met. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would
otherwise have (including, without limitation, by agreement or under applicable law). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Neither
the failure of Company (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of
any Proceeding concerning payment of amounts claimed by the Executive under Section&nbsp;13(a) that indemnification of the Executive is proper because she has met the applicable standard of conduct,
nor a determination by the Company (including its Board of Directors, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a
presumption that the Executive has not met the applicable standard of conduct. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;As
used herein, the term "Proceeding" shall include, without limitation, any actual or threatened action, suit or proceeding, whether civil, criminal, administrative,
investigative, appellate, formal, informal or other. As used herein, the term "Claim" shall include, without limitation, any claim, demand, request, investigation, dispute, controversy, threat,
discovery request, or request for testimony or information. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

<HR NOSHADE>
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<UL>
<BR>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Attorney Fees.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company will reimburse the Executive for her legal fees and expenses that are incurred by
the Executive in connection with the negotiation and execution of this Agreement not to exceed $15,000. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Notice.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any notice, consent, demand, request, or other communication given to a Person in connection with
this Agreement shall be in writing and shall be deemed to have been given to such Person (x)&nbsp;when delivered personally to such Person or (y), provided that a written acknowledgment of receipt
is obtained, five days after being sent by prepaid certified or registered mail, or two days after being sent by a nationally recognized overnight courier, to the address (if any) specified below for
such Person (or to such other address as such Person shall have specified by ten days' advance notice given in accordance with this Section&nbsp;15) or (z), in the case of the Company only, on the
first business day after it is sent by facsimile to the facsimile number set forth below (or to such other facsimile number as shall have specified by ten days' advance notice given in accordance with
this Section&nbsp;15), with a confirmatory copy sent by certified or registered mail or by overnight courier in accordance with this Section&nbsp;15. </FONT></P>

<!-- User-specified TAGGED TABLE -->
<DIV ALIGN="CENTER"><TABLE WIDTH="70%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="17%"><FONT SIZE=2>If&nbsp;to&nbsp;the&nbsp;Company:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2>Constellation Energy Group,&nbsp;Inc.<BR>
750 East Pratt Street, 17<SUP>th</SUP> Floor<BR>
Baltimore, MD 21203<BR>
Attn: Charles A. Berardesco<BR>
Fax #: (410)&nbsp;783-3049</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="17%"><FONT SIZE=2><BR>
If to the Executive:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
The address of her principal residence as it appears in the Company's' records:</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="17%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
With a copy to:</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="17%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Morrison Cohen Singer&nbsp;&amp; Weinstein, LLP<BR>
750 Lexington Avenue<BR>
New York, New York 10022<BR>
Attn: Robert M. Sedgwick, Esq.<BR>
Fax #: 212-735-8708</FONT></TD>
</TR>
</TABLE></DIV>
<!-- end of user-specified TAGGED TABLE -->

<!-- User-specified TAGGED TABLE -->
<DIV ALIGN="CENTER"><TABLE WIDTH="70%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="31%"><FONT SIZE=2>If to a beneficiary of the Executive:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="66%"><FONT SIZE=2>The address most recently specified by the Executive or the beneficiary.</FONT></TD>
</TR>
</TABLE></DIV>
<!-- end of user-specified TAGGED TABLE -->


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision,
together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law. This Section&nbsp;15 shall
be in addition to the similar provisions of Section&nbsp;8(d)(iii)&nbsp;and shall not be applicable to Section&nbsp;8. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Withholding.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of this Agreement, the Company may withhold from amounts
payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Entire Agreement/Inconsistencies.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise specifically provided in this Agreement, the Executive
and the Company acknowledge that this Agreement supersedes all other agreements between them or between the Executive and the Company or any affiliate, concerning the subject matter hereof, and the
Executive acknowledges that she is not entitled to severance benefits under any other severance plan, program or arrangement sponsored by the Company or an Affiliate; provided, however, that
notwithstanding the foregoing, (a)&nbsp;this Agreement shall not supersede, and the Executive shall be entitled to applicable payments and benefits under the Change in Control Severance Agreement
referenced in Section&nbsp;6 of this Agreement to the extent the Executive elects to receive payments and benefits under the Change in Control Severance Agreement, in lieu of duplicative payments
and benefits under this Agreement, all as contemplated by Section&nbsp;6 of this Agreement and (b)&nbsp;nothing herein shall limit or reduce any right or benefit that shall have accrued to the
Executive on or prior to the Date of Termination. Further, the parties acknowledge that concurrent with the execution of this Agreement, the Offer Letter and the attached Severance Agreement between
Constellation and the Executive made May&nbsp;22, 2001 is terminated. In the event of any inconsistency between any provision of this Agreement and any provision of any employee handbook, personnel
manual, program, policy, or arrangement of the Company or its affiliates, or any provision of any agreement, plan, or corporate governance document or any of them, the provisions of this Agreement
shall control unless the Executive otherwise agrees in a writing that expressly refers to the provision of this Agreement whose control she is waiving. There shall be no contractual or similar
restrictions on the Executive's right to terminate her employment with the Company, or on her post-employment activities, other than restrictions expressly set forth in this Agreement and
restrictions to which the Executive may agree after the Effective Date. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Alienability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The rights and benefits of the Executive under this Agreement may not be anticipated,
alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except as required by law. Any attempt by the Executive to anticipate, alienate, assign, sell,
transfer, pledge, encumber or charge the same shall be void. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Dispute Resolution.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The parties agree that any disputes, claims, complaints or causes of action of any type
or kind (including but not limited to any disputes relating in any way to this Agreement) which the parties may have between themselves shall be resolved by final and binding arbitration using a
single arbitrator from JAMS (jamsadr.com) pursuant to its then existing commercial arbitration rules or if JAMS is no longer available then using a single arbitrator from the American Arbitration
Association using its then existing commercial arbitration rules. The arbitration proceedings shall be conducted in Washington, D.C. unless the parties mutually agree in writing to a different
location. Any award rendered in the arbitration may be enforced in any court of competent jurisdiction. Pending the resolution of any such claim or
dispute, the Executive (and her beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise, except to the extent that the arbitrators otherwise provide.
The Company will pay all reasonable fees and expenses, if any, (including, without limitation, legal fees and expenses) as such are incurred by the Executive to enforce this Agreement and that result
from a breach of this Agreement by the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Counterparts.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be executed in several counterparts, each of which shall be deemed an
original, and said counterparts shall constitute but one and the same instrument. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be duly executed in its name on its behalf, all as of the day and
year first above written. </FONT></P>

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<TABLE WIDTH="78%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2><B>CONSTELLATION ENERGY GROUP,&nbsp;INC.</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="48%"><FONT SIZE=2><BR>
/s/</FONT><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=3><BR><FONT SIZE=2><B>EXECUTIVE</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2><BR>
/s/</FONT><HR NOSHADE><FONT SIZE=2> E. Follin Smith</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="pq1665_exhibit_a"> </A>
<A NAME="toc_pq1665_1"> </A>
<BR></FONT><FONT SIZE=1><B>Exhibit&nbsp;A    <BR>    </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="pq1665_form_of_agreement,_release_and_waiver"> </A>
<A NAME="toc_pq1665_2"> </A>
<BR></FONT><FONT SIZE=2><B>FORM OF<BR>  AGREEMENT, RELEASE AND WAIVER    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement, Release and Waiver ("Agreement") is entered into by and between [Executive] ("Executive") and Constellation Energy Group,&nbsp;Inc. ("Company"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;The
parties agree that Executive's employment with the Company shall terminate on [&nbsp;&nbsp;&nbsp;&nbsp;]. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;In
consideration of Executive's termination of employment with the Company and her provision of certain waivers and promises as set forth in this Agreement, the Company
agrees to provide the Executive with the payments, benefits and other rights (collectively, the "Consideration") set forth in the Employment Agreement, dated as of July&nbsp;1, 2004, by and between
the Executive and the Company (the "Employment Agreement"), and/or the Change of Control Severance Agreement, dated as of July&nbsp;1, 2004, by and between the Executive and the Company (the
"Severance Agreement"). Certain portions of the Consideration are over and above any benefit to which Executive would be entitled under the Company's benefit plans and policies upon the termination of
her employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;The
Company hereby agrees to provide the benefits set forth in paragraph&nbsp;2 to Executive from the Company's general assets. Executive is not entitled to any of the
Consideration prior to the expiration of the seven-day revocation period described in paragraph&nbsp;15 below. Such amounts set forth in paragraph&nbsp;2 are not subject to alienation,
assignment, attachment, garnishment or other legal process by or on behalf of Executive until such amounts are actually received by her. Such payments are subject to applicable payroll tax withholding
(if applicable) and will not be considered as compensation for purposes of the Company's retirement or welfare benefit plans. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;(a)
In exchange for the Company's agreement to provide the Consideration, Executive knowingly, freely and voluntarily agrees that, to the full extent the law permits,
she hereby releases and discharges the following entities: the Company and any person or entity controlling, controlled by or under common control with the Company ("Affiliate"), their successors,
officers, directors, agents, representatives or employees (collectively, "Releasees") from any and all debts, obligations, claims, demands, judgments or causes of action of any kind that relate in any
way to her employment with the Company or the termination of such employment whatsoever, known or unknown, in common law, in tort, by statute or on any other basis, for equitable relief, compensatory,
punitive or other damages, expenses (including attorneys' fees), and/or reimbursements of costs of any kind, including, but not limited to any and all claims, demands, rights and/or causes of action
which might arise out of allegations relating to a claimed breach of contract (express or implied), or any tort, legal actions under Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C.
&sect; 2000e </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Civil Rights Act of 1866 and 1871 (42 U.S.C. &sect;&sect; 1981 and 1983), the Americans with
Disabilities Act (42 U.S.C. &sect; 12101 </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Age Discrimination in Employment Act (29 U.S.C. &sect; 621 </FONT> <FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Equal Pay Act (29 U.S.C.
&sect; 206(d)(1)), the Rehabilitation Act (29 U.S.C. &sect;&sect; 701-704),
Executive Order 11246, or any other Federal, State, local or common law which may include but not be limited to those concerning age, gender, race, religion, national origin, disability or any other
protected classification or category which expressly or impliedly may form the basis of alleged discrimination, or any other law or regulation. To the extent any such actions are pending, Executive
agrees that they are or will be immediately withdrawn with prejudice upon her receipt of the payment set forth in Section&nbsp;5(a)(ii)&nbsp;of the Employment Agreement or in Section&nbsp;2(a)
or Section&nbsp;3(a) of the Severance Agreement, whichever is applicable. Executive also knowingly and voluntarily agrees that, to the full extent the law permits, she waives any and all causes of
action and will not file, cause to be filed, or voluntarily assist in the prosecution of any charges, claims, lawsuits, or other actions of any kind against the Releasees. Executive acknowledges and
understands, however, that she is not waiving claims that may arise based on events occurring after she executes this Agreement. Moreover, nothing in this Agreement shall be construed to prohibit
Executive from engaging in any legally protected activity including activity protected by the Sarbanes-Oxley Act. Notwithstanding the foregoing, such released claims shall not (i)&nbsp;include any
claims to enforce Executive's rights under, set forth in or with respect to, the Employment Agreement or the Severance Agreement, or any other accrued rights under the applicable terms of applicable
Company plans, programs and arrangements or (ii)&nbsp;apply to any claim that Executive may have for indemnity or contribution for acts taken while she was employed by the Company pursuant to
applicable Company policy or insurance coverage. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally,
Executive does specifically, knowingly and voluntarily waive any and all rights or claims she may have under the Age Discrimination in Employment Act (ADEA). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;In
exchange for the Executive's release set forth in paragraph&nbsp;4.a. above and other good and valuable consideration the receipt of which is hereby acknowledged by
the Company, the Company, on behalf of itself and each of its Affiliates and their successors (collectively, the "Company Releasors"), knowingly, freely and voluntarily agree that, to the </FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
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<A NAME="page_pq1665_1_2"> </A>
<BR>

<P><FONT SIZE=2>
full extent the law permits, they hereby release and discharge the following persons and entities: the Executive, and her heirs, executors, administrators, representatives, agents, successors and
assigns (hereinafter collectively referred to as the "Executive Releasees") from any and all debts, obligations, claims, demands, judgments or causes of action of any kind whatsoever, known or
unknown, in common law, by statute or on any other basis, for equitable relief, compensatory, punitive or other damages, expenses (including attorneys' fees), and/or reimbursements of costs of any
kind, whether in law or equity and whether arising under federal, state or local law, which the Company Releasors had or now have against each or any of the Executive Releasees, in each case in
connection with the Executive's employment with the Company or the termination thereof. Notwithstanding the above, the Executive and the Company acknowledge and agree that the Company Releasors are
not waiving any claim or action against the Executive Releasees with respect to any willful, knowing or intentional misconduct of the Executive. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;Nothing
in this Agreement, including the payment of any sum by the Company, constitutes an admission by the Releasees of any legal wrong. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;The
parties agree that the terms of this Agreement including the consideration set forth in paragraph&nbsp;2 are confidential and will not be disclosed to any
non-parties hereto; provided, however, that Executive may confidentially disclose such information to her spouse, personal attorney, and personal accountant or as otherwise required by
applicable law, rule, or regulation (including, without limitation, any regulation of any self-regulatory organization, such as the New York Stock Exchange) or by subpoena, order or civil
investigative demand, or as specifically required by any governmental or quasi-governmental agency or body. Should Executive wish to consult with anyone else she deems appropriate to review this
Agreement, she must first obtain the written consent of the Company which will not be unreasonably withheld. In addition, the Company may disclose such information as is necessary, in its sole
discretion, to any of the Releasees, or to federal, state or local agencies or as otherwise required by applicable law, rule, or regulation (including, without limitation, any regulation of any
self-regulatory organization, such as the New York Stock Exchange) or by subpoena, order or civil investigative demand, or as specifically required by any governmental or
quasi-governmental agency or body. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;Executive
agrees to refrain from making any untruthful, derogatory, unflattering and/or disparaging oral or written statements or communications to the public, or to any
third party, about the Releasees, their business practices, or about the business practices of any present or former officers, directors, executives, employees, representatives, agents or customers,
or any related services of the Releasees or about any general matter concerning the reputations, standing in the business community, or business practices of the Releasees. The Company agrees to
refrain and to use best reasonable efforts to cause the Releasees to refrain from making any untruthful, derogatory, unflattering and/or disparaging oral or written statements or communications to the
public, or to any third party, about the Executive or about any general matter concerning the reputation, standing in the business community, or business practices of the Executive. The Company
further agrees to use its best reasonable efforts to obtain the Executive's prior approval for any announcement to the general public concerning her separation from the Company, provided that such
approval is not unreasonably withheld or delayed. Nothing in this Paragraph shall prevent either party from making truthful statements, or disclosing documents and information, (a)&nbsp;in
confidence to their attorneys, accountants and, in the Executive's case, her spouse, (b)&nbsp;as required by applicable law, rule, or regulation (including, without limitation, any regulation of any
self-regulatory organization, such as the New York Stock Exchange) or by subpoena, order or civil investigative demand, or (c)&nbsp;as specifically required by any governmental or
quasi-governmental agency or body. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;Executive
further agrees that she will, immediately upon termination of her employment with the Company, and in no event later than twenty-four
(24)&nbsp;hours after the Termination Date, return to the Company all property of the Releasees as well as all books, records, customer and pricing lists, correspondence, contracts or orders,
advertising or promotional materials, and other written, typed or printed materials, whether furnished by any of the Releasees or prepared by Executive, which contain any information relating to the
Releasees' business, and Executive agrees that she will neither make nor retain copies of such materials. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;Executive
agrees that, for a period of one (1)&nbsp;year after the Termination Date she will not, directly or indirectly, as an officer, director, employee,
consultant, stockholder, partner or sole proprietor, induce, entice or hire, or attempt to hire or employ any employee of the Company or any of its Affiliates or any former employee of the Company or
any of its Affiliates who had been an employee of the Company or any of its Affiliates at any time during the one year period prior to Executive's attempted hiring of such individual. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;The
Company and Executive hereby agree that, if the scope or enforceability of any restrictive covenant in this Agreement is in any way disputed at any time, subject to
Section&nbsp;11, a court or other trier of fact of competent jurisdiction </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=2,SEQ=12,EFW="2140827",CP="CONSTELLATION ENERGY GROUP, INC.",DN="4",CHK=16065,FOLIO='2',FILE='DISK008:[04WDC5.04WDC1665]PQ1665A.;2',USER='EROWE',CD=';4-AUG-2004;16:15' -->
<A NAME="page_pq1665_1_3"> </A>
<BR>

<P><FONT SIZE=2>may
modify and enforce the covenant to the maximum extent that it believes to be enforceable under the circumstances existing at that time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;The
parties agree that any disputes, claims, complaints or causes of action of any type or kind (including but not limited to any disputes relating in any way to this
Agreement) which the parties may have between themselves shall be resolved by final and binding arbitration using a single arbitrator from JAMS (jamsadr.com) pursuant to its then existing commercial
arbitration rules or if JAMS is no longer available then using a single arbitrator from the American Arbitration Association using its then existing commercial arbitration rules. The arbitration
proceedings shall be conducted in Washington, D.C. unless the parties mutually agree in writing to a different location. Any award rendered in the arbitration may be enforced in any court of competent
jurisdiction. Pending the resolution of any such claim or dispute, the Executive (and her beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise,
except to the extent that the arbitrators otherwise provide. The Company will pay all reasonable fees and expenses, if any, (including, without limitation, legal fees and expenses) as such are
incurred by the Executive to enforce this Agreement and that result from a breach of this Agreement by the Company. Notwithstanding the foregoing, the parties agree that, in the event of a breach by
any party of the Sections 6 through 9 of this Agreement, the non-breaching party shall be entitled to institute and prosecute equitable proceedings in any court of competent jurisdiction
to enjoin the other party from performing such activities. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;Executive
acknowledges that she has been offered a period of at least twenty-one (21)&nbsp;calendar days to consider this Agreement. Executive further
acknowledges that unless this Agreement, signed by her, is received by Marc L. Ugol, Senior Vice President, Human Resources of Constellation Energy Group,&nbsp;Inc., 750 E. Pratt Street,
5<SUP>th</SUP> Floor, Baltimore, MD 21202, on or before [&nbsp;&nbsp;&nbsp;&nbsp;], it is null and void and unenforceable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;Executive
acknowledges that she has been specifically informed by the Company that for a period of seven (7)&nbsp;calendar days following the date of her execution of
this Agreement she has the absolute right to revoke this Agreement by notifying Marc L. Ugol, Senior Vice President, Human Resources of Constellation Energy Group,&nbsp;Inc., 750 E. Pratt Street,
5<SUP>th</SUP> Floor, Baltimore, MD 21202, in writing on or before the expiration of the seven (7)&nbsp;day period. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;This
Agreement shall not become effective or enforceable until the aforesaid seven (7)&nbsp;calendar day revocation period has expired. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;This
Agreement supersedes any and all other agreements or proposals, written or oral, made by the Company or any Releasee, or on their behalf to Executive, other than
the Employment Agreement and the Severance Agreement and, except as set forth in such agreements, this Agreement is the full and final understanding between the parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect. This Agreement may only be modified by a written agreement signed by the parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;This
Agreement shall be governed by the laws of Maryland. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;Executive
does hereby acknowledge that she has read and understands this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;Executive
acknowledges that the Company has advised her to consult with an attorney prior to executing this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;Executive
does hereby acknowledge that she has executed this Agreement freely and voluntarily. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>IN WITNESS WHEREOF,</B></FONT><FONT SIZE=2> Executive does hereby execute this Agreement on this&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;day
of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
200[&nbsp;&nbsp;&nbsp;&nbsp;]. </FONT></P>

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<TR VALIGN="TOP">
<TD WIDTH="43%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="42%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>(Seal)</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="43%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><HR NOSHADE><FONT SIZE=2> Executive</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="43%" VALIGN="TOP"><FONT SIZE=2><BR>
Received, agreed to and accepted by:</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=5 VALIGN="TOP"><FONT SIZE=2><BR>
CONSTELLATION ENERGY GROUP,&nbsp;INC.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="43%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="42%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2><BR>
(Seal)</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="43%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="42%"><HR NOSHADE></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="43%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>Name:<BR>
Title:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="ps1665_attachment_2"> </A>
<A NAME="toc_ps1665_1"> </A>
<BR></FONT><FONT SIZE=1><B>Attachment 2    <BR>    </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ps1665_change_in_control_severance_agreement"> </A>
<A NAME="toc_ps1665_2"> </A>
<BR></FONT><FONT SIZE=2><B>CHANGE IN CONTROL SEVERANCE AGREEMENT    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement is made the 1st day of July, 2004, by and between CONSTELLATION ENERGY GROUP,&nbsp;INC. (the "Company") and E. Follin Smith (the "Executive"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Company wishes to encourage the orderly succession of management in the event of a Change in Control (as hereinafter defined); and </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Company desires to maintain a severance benefit for the Executive covering the period from the date of a Change in Control until the end of the twenty-four month
period following the date of a Change in Control, to avoid the loss or the serious distraction of the Executive to the detriment of the Company and its stockholders prior to and during such period
when the Executive's undivided attention and commitment to the needs of the Company would be particularly important; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Executive desires to devote the Executive's time and energy for the benefit of the Company and its stockholders and not to be distracted as a result of a Change in Control. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, the parties agree as follows: </FONT></P>

<P><FONT SIZE=2>1.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Definitions.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Annual Award Amount.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Annual Award Amount" means the average of the two highest annual incentive
awards under the Company's annual incentive plan (or the annual cash incentive plan maintained by a successor company or a
Subsidiary) payable under the terms of such annual incentive plan for the performance year during which the Qualifying Termination occurs, and paid in the last four years to the Executive prior to the
occurrence of the Qualifying Termination; provided, however, that (a)&nbsp;if the Executive has not been employed by the Company or a Subsidiary for a sufficient length of time to have been eligible
for payment of at least two full annual incentive awards, deemed target award payout shall be used for the one or two years for which the Executive was not so eligible; (b)&nbsp;for any year during
which an annual incentive award was paid or is payable to the Executive that was prorated because of less than a full year of plan participation, such award shall be annualized; and (c)&nbsp;for any
year during which a guaranteed minimum annual incentive award amount was paid or is payable to the Executive, such full (not prorated because of less than a full year of plan participation) guaranteed
annual incentive amount shall be used for such year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Board.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Board" means the Board of Directors of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Cause.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Cause" means the occurrence of any one or more of the following: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;The
Executive is convicted of a felony involving moral turpitude; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;The
Executive engages in conduct or activities that constitutes disloyalty to the Company or a Subsidiary and such conduct or activities are materially damaging to the
property, business or reputation of the Company or a Subsidiary; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;The
Executive persistently and unjustifiably fails or refuses to comply with any written direction of the Chief Executive Officer of the Company other than a directive
constituting an assignment described in Section&nbsp;1.7(a); or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;The
Executive embezzles or knowingly, and with intent, misappropriates property of the Company or a Subsidiary, or unlawfully appropriates any corporate opportunity of
the Company or a Subsidiary. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
termination of the Executive's employment for Cause for purposes of this Agreement shall be effected only in accordance with the following procedures. The Company shall give the
Executive written notice ("Notice of Termination for Cause") of its intention to terminate the Executive's employment for Cause, setting forth in reasonable detail the specific conduct of the
Executive that it considers to constitute Cause and the specific provision(s) of this Agreement on which it relies, and stating the date, time and place of the Board Meeting for Cause. The "Board
Meeting for Cause" means a meeting of the Board at which the Executive's termination for Cause will be considered, that takes place not less than ten (10)&nbsp;and not more than twenty
(20)&nbsp;business days after the Executive receives the Notice of Termination for Cause. The Executive shall be given an opportunity, together with counsel, to be heard at the Board Meeting for
Cause. The Executive's Termination for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by a two-thirds vote of the entire membership of the
Board, excluding employee directors, stating that in the good faith opinion of the Board, the Executive is guilty of the conduct described in the Notice of Termination for Cause, and that conduct
constitutes Cause under this Agreement. A determination by the Board that Cause exists shall be subject to de novo review in accordance with Section&nbsp;12. </FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Change in Control" means the occurrence of any one of the following events: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;individuals
who, on January&nbsp;24, 2003, constituted the Board (the "</FONT><FONT SIZE=2><I>Incumbent Directors</I></FONT><FONT SIZE=2>") cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a director subsequent to January&nbsp;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 the Company in which such person is named as a nominee for
director, without written objection to such nomination) shall be an Incumbent Director; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, 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 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; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;any
"person" (as such term is defined in Section&nbsp;3(a)(9) of the Securities Exchange Act of 1934, as amended (the "</FONT><FONT SIZE=2><I>Exchange
Act</I></FONT><FONT SIZE=2>") 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&nbsp;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 "</FONT><FONT SIZE=2><I>Company Voting Securities</I></FONT><FONT SIZE=2>"); </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that the event described in this paragraph&nbsp;
(b) shall not be deemed to be a Change in Control by virtue of any of the following
acquisitions: (A)&nbsp;by the Company or any Subsidiary, (B)&nbsp;by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C)&nbsp;by any
underwriter temporarily holding securities pursuant to an offering of such securities, (D)&nbsp;pursuant to a Non-Qualifying Transaction (as defined in paragraph&nbsp;(c)), or
(E)&nbsp;pursuant to any acquisition by Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;there
is consummated a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries (a
"</FONT><FONT SIZE=2><I>Business Combination</I></FONT><FONT SIZE=2>"), unless immediately following such Business Combination: (A)&nbsp;more than 60% of the total voting power of (x)&nbsp;the
corporation resulting from such Business Combination (the "</FONT><FONT SIZE=2><I>Surviving Corporation</I></FONT><FONT SIZE=2>"), or (y)&nbsp;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 "</FONT><FONT SIZE=2><I>Parent
Corporation</I></FONT><FONT SIZE=2>"), 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)&nbsp;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)&nbsp;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)&nbsp;and
(C)&nbsp;above shall be deemed to be a "</FONT><FONT SIZE=2><I>Non-Qualifying Transaction</I></FONT><FONT SIZE=2>"); or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;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. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Effective Date.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Effective Date" means the first date during the term of this Agreement on which a
Change in Control occurs provided that the Executive is employed by the Company or a Subsidiary on such date. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment
with the Company has terminated for any reason prior to the first date on which a Change in Control occurs, this Agreement shall be null and </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<BR>

<P><FONT SIZE=2>void
as of the date of such termination of employment; provided, however, that if it is reasonably demonstrated that such termination (i)&nbsp;was at the request of a third party who has taken steps
reasonably calculated to effect a Change in Control, or (ii)&nbsp;otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the "Effective
Date" shall mean the date immediately prior to the date of such termination. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.6</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Eligible to Retire.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Eligible to Retire" means an Executive who has met the eligibility
requirements for retirement under any Company or Subsidiary supplemental executive non-qualified defined benefit retirement plan in which the Executive participated immediately prior to
the occurrence of a Qualifying Termination. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.7</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Good Reason.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Good Reason" means, without the Executive's express written consent, the occurrence
after the Effective Date of any one or more of the following: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;The
assignment to the Executive of duties materially inconsistent with the Executive's authorities, duties, responsibilities, and status (including offices, title and
reporting relationships) as an executive and/or officer of the Company immediately prior to the Effective Date, or a material reduction or alteration in the nature or status of the Executive's
authorities, duties, or responsibilities from those in effect immediately prior to the Effective Date, (including as a type of such reduction or alteration for an Executive who is an officer of a
publicly traded company immediately prior to the Effective Date, the Executive occupying the same position or title but with a company whose stock is not publicly traded), unless such act is remedied
by the Company or such Subsidiary within 10 business days after receipt of written notice thereof given by the Executive; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT> <FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that the
elimination of the Executive's title as Chief Administrative Officer or the Executive's responsibilities with respect to the Company's
human resources, legal and/or risk management groups following a Change in Control shall not constitute Good Reason; and further provided, however, that elimination of the Executive's responsibilities
with respect to the Company's audit group following a determination by the Company's Audit Committee that the assignment of such responsibilities to another officer who is not the Chief Financial
Officer of the Company is in the best interests of the Company shall not constitute Good Reason; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;A
reduction by the Company of the Executive's base salary in effect immediately prior to the Effective Date or as the same shall be increased from time to time, unless
such reduction is less than ten percent (10%) and it is either (i)&nbsp;replaced by an incentive opportunity equal in value; or is (ii)&nbsp;consistent and proportional with an overall reduction
in management compensation due to extraordinary business conditions, including but not limited to reduced profitability and other financial stress (i.e., the base salary of the Executive will not be
singled out for reduction in a manner inconsistent with a reduction imposed on other executives of the Company); or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;The
relocation of the Executive's office more than 50 miles from the Executive's office immediately prior to the Effective Date; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;Failure
of the Company to provide (i)&nbsp;the Executive the opportunity to participate in all applicable incentive, savings and retirement plans, practices, policies
and programs of the Company to the same extent as other senior executives (or, where applicable, retired senior executives) of the Company, and (ii)&nbsp;the Executive and/or the Executive's family,
as the case may be, the opportunity to participate in, and receive all benefits under, all applicable welfare benefit plans, practices, policies and programs provided by the Company, including,
without limitation, medical, prescription, dental, disability, sick benefits, accidental death and travel insurance plans and programs, to the same extent as other senior executives (or, where
applicable, retired senior executives) of the Company; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;Failure
of the Company to provide the Executive such perquisites as the Company may establish from time to time which are commensurate with the Executive's position and
at least comparable to those received by other senior executives at the Company; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;The
failure by the Company to comply with paragraph&nbsp;(c) of Section&nbsp;11 of this Agreement; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;Any
other substantial breach of this Agreement by the Company that either is not taken in good faith or is not remedied by the Company promptly after receipt of notice
thereof from the Executive. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Executive's right to terminate employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment
shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein; provided, however, that if Executive desires to terminate her employment for
"Good Reason," she must provide the Company with written notice ("Notice of Good Reason") of the existence of an event constituting Good Reason within six (6)&nbsp;months of the occurrence thereof
or, if such event is not </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>immediately
recognizable by the Executive, within six (6)&nbsp;months of the date the Executive became or reasonably should have become aware of such event, setting forth in reasonable detail the
specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. A termination of employment by the Executive for Good Reason
shall be effective on the latest of (x)&nbsp;20&nbsp;days after giving notice of intent to terminate employment for Good Reason, (y)&nbsp;10&nbsp;days after the expiration of the Company's
right to cure the event constituting Good Reason set forth below; and (z)&nbsp;the date specified in the Notice of Good Reason (which date shall not be less than 30&nbsp;days nor more than
4&nbsp;months after the date of the Notice of Good Reason); provided, however, that no event described hereunder shall constitute Good Reason if such event is remedied by the Company within ten
(10)&nbsp;days after receipt of the Notice of Good Reason by the Company from the Executive; provided, further, however, that no event described hereunder shall constitute Good Reason if such event
is a result of an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Company within ten (10)&nbsp;days after receipt of the Notice of
Termination for Good Reason by the Company from the Executive. If the Company disputes the existence of Good Reason, the burden of proof is on the Company to establish that Good Reason does not exist. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.8</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Ineligible to Retire.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Ineligible to Retire" means an Executive who has not met the eligibility
requirements for retirement under any Company or Subsidiary supplemental executive non-qualified defined benefit retirement plan in which the Executive participated immediately prior to
the occurrence of a Qualifying Termination. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.9</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Qualifying Termination.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Qualifying Termination" means </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;The
occurrence of any one or more of the following employment termination events during the period beginning with the Effective Date and ending on the second anniversary
of such date, shall constitute a "Qualifying Termination": </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;The
Company's termination of the Executive's employment without Cause (as defined in Section&nbsp;1.7); or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;The
Executive's resignation for Good Reason (as defined in Section&nbsp;1.7). </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;A
Qualifying Termination shall not include a termination of employment by reason of death, disability, the Executive's voluntary termination of employment without Good
Reason, or the Company's termination of the Executive's employment for Cause. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.10</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Subsidiary.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The term "Subsidiary" means 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. </FONT></P>

<P><FONT SIZE=2>2.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Severance Benefits for an Executive Ineligible to Retire.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Upon the occurrence of a Qualifying
Termination with respect to an Executive who is Ineligible to Retire: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severance Payment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company shall pay to the Executive an amount equal to three times the sum of the
Executive's annual base salary (as in effect on the date of the Qualifying Termination, not reduced by any reduction described in Section&nbsp;1.7(b) above) and Annual Award Amount. The payment
shall be made in a lump sum after the Qualifying Termination, and within approximately 10 business days after the Company receives the executed agreement referred to in 2(e) below but in no case prior
to the expiration of any period during which the Executive is permitted to revoke such agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Supplemental Retirement Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For purposes of determining the Executive's supplemental retirement
benefits which the Executive is entitled to under the Company's supplemental non-qualified retirement plan in which the Executive participated immediately prior to the Qualifying
Termination (or the supplemental retirement plan maintained by a successor company or a Subsidiary), (i)&nbsp;the Executive's service percentage shall be computed by adding three years of
executive-level service to the Executive's actual service; (ii)&nbsp;any minimum age and service eligibility requirements for such benefits shall be waived and such benefits shall be fully vested;
and (iii)&nbsp;Annual Award Amount shall be used to compute such benefits in lieu of any other annual incentive award amount under such plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severance Health Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company shall provide to the Executive a lump sum payment equal to the
present value of the Company subsidy toward medical and dental benefits provided to active employees (with such cash payment based on the amount of such subsidy in effect immediately prior to the date
of the Qualifying Termination), assuming such deemed subsidy is provided to the Executive for three years after the date of the Qualifying Termination. Also, (i)&nbsp;for an Executive who is at
least age 55 with seven or more years of service on the </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>date
of the Qualifying Termination, the Company shall provide to the Executive an additional lump sum payment equal to the present value of the Company subsidy toward medical and dental benefits
provided to a retiree of the Company who has the deemed service used to compute supplemental retirement benefits in Section&nbsp;2(b) above (based on the amount of such subsidy in effect as of the
date of the Qualifying Termination), assuming such subsidy is provided to the Executive beginning immediately after the three year period referenced in the first sentence of this paragraph until the
end of the estimated life expectancy of the Executive; and (ii)&nbsp;for an Executive who is not at least age 55 with seven or more years of service on the date of the Qualifying Termination, no
additional health benefits payment shall be provided by the Company. Such payment(s) shall be made within approximately 10 business days after the Company receives the executed agreement referred to
in 2(e) below but in no case prior to the expiration of any period during which the Executive is permitted to revoke such agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Outplacement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For a 60-day period commencing on the date of the Qualifying Termination, the
Executive is entitled to receive outplacement services from one or more organizations that are offered by the Company from time to time, with such services capped at a Company cost of $50,000. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Release.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The benefits described in this Section&nbsp;2 are payable by the Company to the Executive only if
after the date of the Qualifying Termination, the Executive executes (and does not subsequently revoke) in writing and submits to the Company, in the form, manner, and subject to the timing
established by the Company, an agreement releasing legal claims, including those against the Company and its Subsidiaries, substantially in the form of </FONT> <FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2> hereto. Such agreement shall be
furnished by the Company to the Executive as soon as possible, but no later than ten
(10)&nbsp;business days, after the date of the Qualifying Termination. </FONT></P>

</UL>

<P><FONT SIZE=2>3.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Severance Benefits for an Executive Eligible to Retire.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Upon the occurrence of a Qualifying
Termination with respect to an Executive who is Eligible to Retire: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severance Payment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company shall pay to the Executive an amount equal to three times the sum of the
Executive's annual base salary (as in effect on the date of the Qualifying Termination, not reduced by any reduction described in Section&nbsp;1.7(b) above) and Annual Award Amount. The payment
shall be made in a lump sum after the Qualifying Termination, and within approximately 10 business days after the Company receives the executed agreement referred to in 3(e) below but in no case prior
to the expiration of any period during which the Executive is permitted to revoke such agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Supplemental Retirement Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For purposes of determining the Executive's supplemental retirement
benefits which the Executive is entitled to under the Company's supplemental non-qualified retirement plan in which the Executive participated immediately prior to the Qualifying
Termination (or the supplemental retirement plan maintained by a successor company or a Subsidiary), (i)&nbsp;the Executive's service percentage shall be computed by adding three years of
executive-level service to the Executive's actual service; and (ii)&nbsp;Annual Award Amount shall be used to compute such benefits in lieu of any other annual incentive award amount under such
plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severance Health Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company shall provide to the Executive a lump sum payment equal to the
present value of the Company subsidy toward medical and dental benefits provided to active employees, less the Executive's actual Company subsidy toward such benefits (based on the amount of such
subsidies in effect as of the date of the Qualifying Termination), assuming such subsidies are provided to the Executive for three years after the date of the Qualifying Termination. Also, the Company
shall provide to the Executive an additional lump sum payment equal to the present value of the Company subsidy toward medical and dental benefits provided to a retiree of the Company who has attained
age 65 and completed the greater of 20&nbsp;years or actual years of service, less the Executive's actual Company subsidy toward such benefits (based on the amount of such subsidies in effect as of
the date of the Qualifying Termination), assuming such subsidies are provided to the Executive beginning immediately after the three year period referenced in the first sentence of this paragraph
until the end of the estimated life expectancy of the Executive. Such payments shall be made within approximately 10 business days after the Company receives the executed agreement referred to in 3(e)
below but in no case prior to the expiration of any period during which the Executive is permitted to revoke such agreement. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Outplacement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For a 60-day period commencing on the date of the Qualifying Termination, the
Executive is entitled to receive outplacement services from one or more organizations that are offered by the Company from time to time, with such services capped at a Company cost of $50,000. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

<HR NOSHADE>
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<A NAME="page_ps1665_1_6"> </A>
<UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Release.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The benefits described in this Section&nbsp;3 are payable by the Company to the Executive only if
after the date of the Qualifying Termination, the Executive executes (and does not subsequently revoke) in writing and submits to the Company, in the form, manner, and subject to the timing
established by the Company, an agreement releasing legal claims, including those against the Company and its Subsidiaries, substantially in the form of </FONT> <FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2> hereto. Such agreement shall be
furnished by the Company to the Executive as soon as possible, but no later than ten
(10)&nbsp;business days, after the date of the Qualifying Termination. </FONT></P>

</UL>

<P><FONT SIZE=2>4.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Non-Exclusivity of Rights.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Nothing in this Agreement shall prevent or limit the
Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or a successor company for which the Executive may qualify, nor shall anything in this
Agreement limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or a successor Company. However, if the Executive receives severance benefits
under this Agreement, the Executive is not also entitled to any benefit under any other severance plan, program, arrangement or agreement maintained by the Company except under the Employment
Agreement made July&nbsp;1, 2004 between the Company and the Executive; provided, however that with respect to this Agreement and the Employment Agreement, to avoid duplication of payments or
benefits, only such payments and benefits that would be most beneficial to the Executive, as determined by the Executive, shall be provided. Vested benefits and other amounts that the Executive is
otherwise entitled to receive under any incentive compensation (including, but not limited to any restricted stock or stock option agreements), deferred compensation and other benefit programs listed
in Section&nbsp;1.7(d), life insurance coverage, or any other plan, policy, practice or program of, or any contract or agreement with, the Company or a successor Company on or after the date of the
Qualifying Termination shall be payable in accordance with the terms of each such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this
Agreement. </FONT></P>

<P><FONT SIZE=2>5.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Full Settlement.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as expressly provided in Section&nbsp;4 above, the Company's obligation
to make the payments provided for in, and otherwise to perform its obligations under, this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced, regardless of whether the Executive obtains other employment. </FONT></P>

<P><FONT SIZE=2>6.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Certain Additional Payments by the Company.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;Anything
in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of
the Executive (a "Payment") would be subject to the excise tax imposed by Section&nbsp;4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by
the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall
be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereon) and Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Subject
to the provisions of paragraph&nbsp;(c) of this Section&nbsp;6, all determinations required to be made under this Section&nbsp;6, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by one of the
major internationally recognized certified public accounting firms (commonly referred to, as of the date hereof, as a Big Four firm) designated by the Executive and approved by the Company (which
approval shall not be unreasonably withheld) (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15)&nbsp;business
days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group affecting the change of control, the Executive shall designate another Big Four accounting firm (subject to the approval of the Company, which approval
shall not be unreasonably withheld) to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section&nbsp;6, shall be paid by the Company to the Executive within five
(5)&nbsp;days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in
the application of Section&nbsp;4999 of the </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>Code
at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made
("Underpayment") consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph&nbsp;(c) of this Section&nbsp;6 and the
Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly
paid by the Company to or for the benefit of the Executive. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;The
Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the
Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10)&nbsp;business days after the Executive is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)&nbsp;day
period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the
Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;give
the Company any information reasonably requested by the Company relating to such claim, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;take
such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the Company, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;cooperate
with the Company in good faith in order effectively to contest such claim, and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;permit
the Company to participate in any proceedings relating to such claim; </FONT></P>

</UL>

<P><FONT SIZE=2>PROVIDED,
however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph&nbsp;(c) of Section&nbsp;6, the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole
option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; PROVIDED, however, that if the Company directs the Executive
to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and PROVIDED, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to
which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;If,
after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph&nbsp;(c) of this Section&nbsp;6, the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall promptly take all necessary action to obtain such refund and (subject to the Company's complying with the requirements of
paragraph&nbsp;(c) of this Section&nbsp;6) upon receipt of such refund shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph&nbsp;(c) of this Section&nbsp;6, a determination is made that the Executive
shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty
(30)&nbsp;days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><FONT SIZE=2><A
NAME="page_pu1665_1_8"> </A> </FONT> <FONT SIZE=2>
7.</FONT><FONT SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Termination of Agreement.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall remain in effect from the date hereof until the last
day of the twenty-fourth calendar month following the date of a Change in Control. Further, upon a Qualifying Termination, this Agreement shall continue until the Company or its successor shall have
fully performed all of its obligations thereunder with respect to the Executive, with no future performance being possible. This Agreement may be terminated at any time by the Board with the written
consent of the Executive. Notwithstanding the foregoing, this Agreement shall automatically terminate upon cessation of Executive's employment with the Company and its Subsidiaries prior to the
Effective Date. </FONT></P>

<P><FONT SIZE=2>8.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Amendment of Agreement.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be amended at any time by the Board with the written
consent of the Executive. </FONT></P>

<P><FONT SIZE=2>9.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Construction.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Wherever any words are used herein in the masculine gender they shall be construed as
though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form, they shall be construed as though they were also
used in the plural form in all cases where they would so apply. </FONT></P>

<P><FONT SIZE=2>10.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed, construed and enforced in accordance with its
express terms, and otherwise in accordance with the laws of Maryland. </FONT></P>

<P><FONT SIZE=2>11.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Successors and Assigns.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. In the event of the Executive's death or a judicial
determination of her incompetence, references in this Agreement shall be deemed, where appropriate, to refer to her beneficiary, estate or other legal representative. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or
otherwise. </FONT></P>

</UL>

<P><FONT SIZE=2>12.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Dispute Resolution.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The parties agree that any disputes, claims, complaints or causes of action of
any type or kind (including but not limited to any disputes relating in any way to this Agreement) which the parties may have between themselves shall be resolved by final and binding arbitration
using a single arbitrator from JAMS (jamsadr.com) pursuant to its then existing commercial arbitration rules or if JAMS is no longer available then using a single arbitrator from the American
Arbitration Association using its then existing commercial arbitration rules. The arbitration proceedings shall be conducted in Washington, D.C. unless the parties mutually agree in writing to a
different location. Any award rendered in the arbitration may be enforced in any court of competent jurisdiction. Pending the resolution of any such claim or dispute, the Executive (and her
beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise, except to the extent that the arbitrators otherwise provide. The Company will pay all
reasonable fees and expenses, if any, (including, without limitation, legal fees and expenses) as such are incurred by the Executive to enforce this Agreement and that result from a breach of this
Agreement by the Company. </FONT></P>

<P><FONT SIZE=2>13.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Indemnification.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company will pay all reasonable fees and expenses, if any, (including,
without limitation, legal fees and expenses) that are incurred by the Executive to enforce this Agreement and that result from a breach of this Agreement by the Company. </FONT></P>


<P><FONT SIZE=2>14.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Notice.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any notices, requests, demands, or other communications provided for by this Agreement
shall be sufficient if in writing and if sent in accordance with Section&nbsp;15 of the Employment Agreement. </FONT></P>

<P><FONT SIZE=2>15.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Severability.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<A NAME="page_pu1665_1_9"> </A>
<BR>

<P><FONT SIZE=2>16.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Withholding.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of this Agreement, the Company may withhold from
amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations. </FONT></P>


<P><FONT SIZE=2>17.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Entire Agreement.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise specifically provided in this Agreement, the Executive and the
Company acknowledge that this Agreement supersedes any other agreement between them or between the Executive and the Company or a Subsidiary, concerning the subject matter hereof; provided, however,
that (a)&nbsp;this Agreement shall not supersede, and the Executive shall be entitled to applicable payments and benefits under, the Employment Agreement referenced in Section&nbsp;4 of this
Agreement to the extent the Executive elects to receive payments and benefits under the Employment Agreement, in lieu of duplicative payments and benefits under this Agreement, all as contemplated by
Section&nbsp;4 of this Agreement and (b)&nbsp;nothing herein shall limit or reduce any right or benefit that shall have accrued to the Executive on or prior to the termination of Executive's
employment </FONT></P>

<P><FONT SIZE=2>18.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Alienability.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The rights and benefits of the Executive under this Agreement may not be
anticipated, alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except as required by law. Any attempt by the Executive to anticipate, alienate,
assign, sell, transfer, pledge, encumber or charge the same shall be void. Payments hereunder shall not be considered assets of the Executive in the event of insolvency or bankruptcy. </FONT></P>


<P><FONT SIZE=2>19.</FONT><FONT
SIZE=2><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Counterparts.</I></B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be executed in several counterparts, each of which shall be
deemed an original, and said counterparts shall constitute but one and the same instrument. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization of the Board, the Company has caused this Agreement to be executed in its name
on its behalf, all as of the day and year first above written. </FONT></P>

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<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>CONSTELLATION ENERGY GROUP,&nbsp;INC.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="48%"><FONT SIZE=2><BR>
/s/</FONT><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2><BR>
/s/</FONT><HR NOSHADE><FONT SIZE=2> E. Follin Smith</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="pw1665_exhibit_a"> </A>
<A NAME="toc_pw1665_1"> </A>
<BR></FONT><FONT SIZE=1><B>Exhibit&nbsp;A    <BR>    </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="pw1665_form_of_agreement,_release_and_waiver"> </A>
<A NAME="toc_pw1665_2"> </A></FONT> <FONT SIZE=2><B>FORM OF<BR>  AGREEMENT, RELEASE AND WAIVER    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement, Release and Waiver ("Agreement") is entered into by and between [Executive] ("Executive") and Constellation Energy Group,&nbsp;Inc. ("Company"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;The
parties agree that Executive's employment with the Company shall terminate on [&nbsp;&nbsp;&nbsp;&nbsp;]. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;In
consideration of Executive's termination of employment with the Company and her provision of certain waivers and promises as set forth in this Agreement, the Company
agrees to provide the Executive with the payments, benefits and other rights (collectively, the "Consideration") set forth in the Employment Agreement, dated as of July&nbsp;1, 2004, by and between
the Executive and the Company (the "Employment Agreement"), and/or the Change of Control Severance Agreement, dated as of July&nbsp;1, 2004, by and between the Executive and the Company (the
"Severance Agreement"). Certain portions of the Consideration are over and above any benefit to which Executive would be entitled under the Company's benefit plans and policies upon the termination of
her employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;The
Company hereby agrees to provide the benefits set forth in paragraph&nbsp;2 to Executive from the Company's general assets. Executive is not entitled to any of the
Consideration prior to the expiration of the seven-day revocation period described in paragraph&nbsp;15 below. Such amounts set forth in paragraph&nbsp;2 are not subject to alienation,
assignment, attachment, garnishment or other legal process by or on behalf of Executive until such amounts are actually received by her. Such payments are subject to applicable payroll tax withholding
(if applicable) and will not be considered as compensation for purposes of the Company's retirement or welfare benefit plans. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;(a)
In exchange for the Company's agreement to provide the Consideration, Executive knowingly, freely and voluntarily agrees that, to the full extent the law permits,
she hereby releases and discharges the following entities: the Company and any person or entity controlling, controlled by or under common control with the Company ("Affiliate"), their successors,
officers, directors, agents, representatives or employees (collectively, "Releasees") from any and all debts, obligations, claims, demands, judgments or causes of action of any kind that relate in any
way to her employment with the Company or the termination of such employment whatsoever, known or unknown, in common law, in tort, by statute or on any other basis, for equitable relief, compensatory,
punitive or other damages, expenses (including attorneys' fees), and/or reimbursements of costs of any kind, including, but not limited to any and all claims, demands, rights and/or causes of action
which might arise out of allegations relating to a claimed breach of contract (express or implied), or any tort, legal actions under Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C.
&sect; 2000e </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Civil Rights Act of 1866 and 1871 (42 U.S.C. &sect;&sect; 1981 and 1983), the Americans with
Disabilities Act (42 U.S.C. &sect; 12101 </FONT><FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Age Discrimination in Employment Act (29 U.S.C. &sect; 621 </FONT> <FONT SIZE=2><I>et seq</I></FONT><FONT SIZE=2>.), the Equal Pay Act (29 U.S.C.
&sect; 206(d)(1)), the Rehabilitation Act (29 U.S.C. &sect;&sect; 701-704),
Executive Order 11246, or any other Federal, State, local or common law which may include but not be limited to those concerning age, gender, race, religion, national origin, disability or any other
protected classification or category which expressly or impliedly may form the basis of alleged discrimination, or any other law or regulation. To the extent any such actions are pending, Executive
agrees that they are or will be immediately withdrawn with prejudice upon her receipt of the payment set forth in Section&nbsp;5(a)(ii)&nbsp;of the Employment Agreement or in Section&nbsp;2(a)
or Section&nbsp;3(a) of the Severance Agreement, whichever is applicable. Executive also knowingly and voluntarily agrees that, to the full extent the law permits, she waives any and all causes of
action and will not file, cause to be filed, or voluntarily assist in the prosecution of any charges, claims, lawsuits, or other actions of any kind against the Releasees. Executive acknowledges and
understands, however, that she is not waiving claims that may arise based on events occurring after she executes this Agreement. Moreover, nothing in this Agreement shall be construed to prohibit
Executive from engaging in any legally protected activity including activity protected by the Sarbanes-Oxley Act. Notwithstanding the foregoing, such released claims shall not (i)&nbsp;include any
claims to enforce Executive's rights under, set forth in or with respect to, the Employment Agreement or the Severance Agreement, or any other accrued rights under the applicable terms of applicable
Company plans, programs and arrangements or (ii)&nbsp;apply to any claim that Executive may have for indemnity or contribution for acts taken while she was employed by the Company pursuant to
applicable Company policy or insurance coverage. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally,
Executive does specifically, knowingly and voluntarily waive any and all rights or claims she may have under the Age Discrimination in Employment Act (ADEA). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;In
exchange for the Executive's release set forth in paragraph&nbsp;4.a. above and other good and valuable consideration the receipt of which is hereby acknowledged by
the Company, the Company, on behalf of itself and each of its Affiliates and their successors (collectively, the "Company Releasors"), knowingly, freely and voluntarily agree that, to the full extent
the law permits, they hereby release and discharge the following persons and entities: the Executive, and her </FONT></P>

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<P><FONT SIZE=2>
heirs, executors, administrators, representatives, agents, successors and assigns (hereinafter collectively referred to as the "Executive Releasees") from any and all debts, obligations, claims,
demands, judgments or causes of action of any kind whatsoever, known or unknown, in common law, by statute or on any other basis, for equitable relief, compensatory, punitive or other damages,
expenses (including attorneys' fees), and/or reimbursements of costs of any kind, whether in law or equity and whether arising under federal, state or local law, which the Company Releasors had or now
have against each or any of the Executive Releasees, in each case in connection with the Executive's employment with the Company or the termination thereof. Notwithstanding the above, the Executive
and the Company acknowledge and agree that the Company Releasors are not waiving any claim or action against the Executive Releasees with respect to any willful, knowing or intentional misconduct of
the Executive. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;Nothing
in this Agreement, including the payment of any sum by the Company, constitutes an admission by the Releasees of any legal wrong. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;The
parties agree that the terms of this Agreement including the consideration set forth in paragraph&nbsp;2 are confidential and will not be disclosed to any
non-parties hereto; provided, however, that Executive may confidentially disclose such information to her spouse, personal attorney, and personal accountant or as otherwise required by
applicable law, rule, or regulation (including, without limitation, any regulation of any self-regulatory organization, such as the New York Stock Exchange) or by subpoena, order or civil
investigative demand, or as specifically required by any governmental or quasi-governmental agency or body. Should Executive wish to consult with anyone else she deems appropriate to review this
Agreement, she must first obtain the written consent of the Company which will not be unreasonably withheld. In addition, the Company may disclose such information as is necessary, in its sole
discretion, to any of the Releasees, or to federal, state or local agencies or as otherwise required by applicable law, rule, or regulation (including, without limitation, any regulation of any
self-regulatory organization, such as the New York Stock Exchange) or by subpoena, order or civil investigative demand, or as specifically required by any governmental or
quasi-governmental agency or body. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;Executive
agrees to refrain from making any untruthful, derogatory, unflattering and/or disparaging oral or written statements or communications to the public, or to any
third party, about the Releasees, their business practices, or about the business practices of any present or former officers, directors, executives, employees, representatives, agents or customers,
or any related services of the Releasees or about any general matter concerning the reputations, standing in the business community, or business practices of the Releasees. The Company agrees to
refrain and to use best reasonable efforts to cause the Releasees to refrain from making any untruthful, derogatory, unflattering and/or disparaging oral or written statements or communications to the
public, or to any third party, about the Executive or about any general matter concerning the reputation, standing in the business community, or business practices of the Executive. The Company
further agrees to use its best reasonable efforts to obtain the Executive's prior approval for any announcement to the general public concerning her separation from the Company, provided that such
approval is not unreasonably withheld or delayed. Nothing in this Paragraph shall prevent either party from making truthful statements, or disclosing documents and information, (a)&nbsp;in
confidence to their attorneys, accountants and, in the Executive's case, her spouse, (b)&nbsp;as required by applicable law, rule, or regulation (including, without limitation, any regulation of any
self-regulatory organization, such as the New York Stock Exchange) or by subpoena, order or civil investigative demand, or (c)&nbsp;as specifically required by any governmental or
quasi-governmental agency or body. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;Executive
further agrees that she will, immediately upon termination of her employment with the Company, and in no event later than twenty-four
(24)&nbsp;hours after the Termination Date, return to the Company all property of the Releasees as well as all books, records, customer and pricing lists, correspondence, contracts or orders,
advertising or promotional materials, and other written, typed or printed materials, whether furnished by any of the Releasees or prepared by Executive, which contain any information relating to the
Releasees' business, and Executive agrees that she will neither make nor retain copies of such materials. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;Executive
agrees that, for a period of one (1)&nbsp;year after the Termination Date she will not, directly or indirectly, as an officer, director, employee,
consultant, stockholder, partner or sole proprietor, induce, entice or hire, or attempt to hire or employ any employee of the Company or any of its Affiliates or any former employee of the Company or
any of its Affiliates who had been an employee of the Company or any of its Affiliates at any time during the one year period prior to Executive's attempted hiring of such individual. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;The
Company and Executive hereby agree that, if the scope or enforceability of any restrictive covenant in this Agreement is in any way disputed at any time, subject to
Section&nbsp;11, a court or other trier of fact of competent jurisdiction </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>may
modify and enforce the covenant to the maximum extent that it believes to be enforceable under the circumstances existing at that time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;The
parties agree that any disputes, claims, complaints or causes of action of any type or kind (including but not limited to any disputes relating in any way to this
Agreement) which the parties may have between themselves shall be resolved by final and binding arbitration using a single arbitrator from JAMS (jamsadr.com) pursuant to its then existing commercial
arbitration rules or if JAMS is no longer available then using a single arbitrator from the American Arbitration Association using its then existing commercial arbitration rules. The arbitration
proceedings shall be conducted in Washington, D.C. unless the parties mutually agree in writing to a different location. Any award rendered in the arbitration may be enforced in any court of competent
jurisdiction. Pending the resolution of any such claim or dispute, the Executive (and her beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise,
except to the extent that the arbitrators otherwise provide. The Company will pay all reasonable fees and expenses, if any, (including, without limitation, legal fees and expenses) as such are
incurred by the Executive to enforce this Agreement and that result from a breach of this Agreement by the Company. Notwithstanding the foregoing, the parties agree that, in the event of a breach by
any party of the Sections 6 through 9 of this Agreement, the non-breaching party shall be entitled to institute and prosecute equitable proceedings in any court of competent jurisdiction
to enjoin the other party from performing such activities. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;Executive
acknowledges that she has been offered a period of at least twenty-one (21)&nbsp;calendar days to consider this Agreement. Executive further
acknowledges that unless this Agreement, signed by her, is received by Marc L. Ugol, Senior Vice President, Human Resources of Constellation Energy Group,&nbsp;Inc., 750 E. Pratt Street,
5<SUP>th</SUP> Floor, Baltimore, MD 21202, on or before [&nbsp;&nbsp;&nbsp;&nbsp;], it is null and void and unenforceable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;Executive
acknowledges that she has been specifically informed by the Company that for a period of seven (7)&nbsp;calendar days following the date of her execution of
this Agreement she has the absolute right to revoke this Agreement by notifying Marc L. Ugol, Senior Vice President, Human Resources of Constellation Energy Group,&nbsp;Inc., 750 E. Pratt Street,
5<SUP>th</SUP> Floor, Baltimore, MD 21202, in writing on or before the expiration of the seven (7)&nbsp;day period. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;This
Agreement shall not become effective or enforceable until the aforesaid seven (7)&nbsp;calendar day revocation period has expired. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;This
Agreement supersedes any and all other agreements or proposals, written or oral, made by the Company or any Releasee, or on their behalf to Executive, other than
the Employment Agreement and the Severance Agreement and, except as set forth in such agreements, this Agreement is the full and final understanding between the parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect. This Agreement may only be modified by a written agreement signed by the parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;This
Agreement shall be governed by the laws of Maryland. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;Executive
does hereby acknowledge that she has read and understands this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;Executive
acknowledges that the Company has advised her to consult with an attorney prior to executing this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;Executive
does hereby acknowledge that she has executed this Agreement freely and voluntarily. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>IN WITNESS WHEREOF,</B></FONT><FONT SIZE=2> Executive does hereby execute this Agreement on this&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;day
of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
200[&nbsp;&nbsp;&nbsp;&nbsp;]. </FONT></P>

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<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="42%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>(Seal)</FONT></TD>
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<TD WIDTH="43%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><HR NOSHADE><FONT SIZE=2> Executive</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Received, agreed to and accepted by:</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=5 VALIGN="TOP"><FONT SIZE=2><BR>
CONSTELLATION ENERGY GROUP,&nbsp;INC.</FONT></TD>
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&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="42%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2><BR>
(Seal)</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="43%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="42%"><HR NOSHADE></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
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<TD WIDTH="43%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>Name:<BR>
Title:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<BR>
<P><br><A NAME="04WDC1665_4">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_pm1665_1">Exhibit 10(c) Attachment 1</A></FONT><BR>
</UL>
<FONT SIZE=2><A HREF="#toc_pm1665_2">EMPLOYMENT AGREEMENT</A></FONT><BR>
<!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_pq1665_1">Exhibit A</A></FONT><BR>
</UL>
<FONT SIZE=2><A HREF="#toc_pq1665_2">FORM OF AGREEMENT, RELEASE AND WAIVER</A></FONT><BR>
<!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_ps1665_1">Attachment 2</A></FONT><BR>
</UL>
<FONT SIZE=2><A HREF="#toc_ps1665_2">CHANGE IN CONTROL SEVERANCE AGREEMENT</A></FONT><BR>
<!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_pw1665_1">Exhibit A</A></FONT><BR>
</UL>
<FONT SIZE=2><A HREF="#toc_pw1665_2">FORM OF AGREEMENT, RELEASE AND WAIVER</A></FONT><BR>
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