EXHIBIT 10(D)
                       BALTIMORE GAS AND ELECTRIC COMPANY
                 NONQUALIFIED DEFERRED COMPENSATION PLAN (PLAN)
      1. OBJECTIVE. The objective of this Plan is to enable certain management
         employees of BGE and its subsidiaries to defer compensation.
      2. DEFINITIONS. All words beginning with an initial capital letter and not
         otherwise defined herein shall have the meaning set forth in the
         Employee Savings Plan. All singular terms defined in this Plan will
         include the plural and VICE VERSA. As used herein, the following terms
         will have the meaning specified below:
         "Basic Compensation" means such compensation as set forth in the
         Employee Savings Plan, without regard to the Internal Revenue Code
         Section 401(a)(17) annual compensation limitation.
         "BGE" means Baltimore Gas and Electric Company, a Maryland corporation,
         or its successor.
         "Committee" means the Committee on Management of the Board of Directors
         of BGE.
         "Deferred Compensation" means any compensation payable by BGE or its
         subsidiaries to a participant that is deferred under the provisions of
         this Plan.
         "Employee Savings Plan" means the Baltimore Gas and Electric Company
         Employee Savings Plan as may be amended from time to time, or any
         successor plan.
         "Executive Incentive Plan" means the Executive Incentive Plan of
         Baltimore Gas and Electric Company as may be amended from time to time,
         or any successor plan, and/or any other incentive plan designated in
         writing by the Plan Administrator.
         "Incentive Award" means an award granted under the Executive Incentive
         Plan or the Managers' Incentive Plan.
         "Managers' Incentive Plan" means the Managers' Incentive Plan of
         Baltimore Gas and Electric Company as may be amended from time to time,
         or any successor plan, and/or any other incentive plan designated in
         writing by the Plan Administrator.
         "Matching Contributions" means the matching contributions described in
         Section 8.
         "Plan Accounts" means amounts of a participant's Deferred Compensation,
         Matching Contributions, and earnings under the Plan.
         "Plan Administrator" means, as set forth in Section 3, the Vice
         President -- Management Services of BGE, (or the Vice-President
         succeeding to that function).
         "Rabbi Trust" means the trust established by BGE pursuant to Grantor
         Trust Agreement dated as of June 1, 1996 between BGE and T. Rowe Price
         Trust Company.
         "Termination From Employment with BGE" means a participant's separation
         from service with BGE or a subsidiary of BGE; however, a participant's
         transfer of employment to or from a subsidiary of BGE shall not
         constitute a Termination From Employment with BGE.
      3. PLAN ADMINISTRATION. The Vice President -- Management Services of BGE,
         (or the Vice-President succeeding to that function) is the Plan
         Administrator and has the sole authority (except as specified otherwise
         herein) to interpret the Plan, and, in general, to make all other
         determinations advisable for the administration of the Plan to achieve
         its stated objective.
         Appeals of written decisions by the Plan Administrator may be made to
         the Committee. Decisions by the Committee shall be final and not
         subject to further appeal. The Plan Administrator shall have the power
         to delegate all or any part of his/her duties to one or more designees,
         and to withdraw such authority, by written designation.
      4. ELIGIBILITY AND PARTICIPATION. Each officer or key employee of BGE or
         its subsidiaries, or employees of BGE or its subsidiaries who hold
         manager level positions, may be designated in writing by the Plan
         Administrator as eligible to participate with respect to one or more of
         the provisions of
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         Sections 5, 6, 7 and 8, which designation will also indicate whether
         all or part of such participant's Plan Accounts will be held in the
         Rabbi Trust. Once designated, eligibility shall continue until such
         designation is withdrawn at the discretion and by written order of the
         Plan Administrator. Notwithstanding subsequent withdrawal of
         eligibility of an employee, such an employee with Plan Accounts will
         remain a participant of the Plan, except that no further deferrals of
         compensation under the Plan are permitted. While designated as eligible
         with respect to one or more of the provisions of Sections 5, 6, 7 or 8,
         an employee may participate in the Plan to the extent set forth in such
         designation.
      5. BASIC COMPENSATION DEFERRAL ELECTION. Unless otherwise designated in
         writing by the Plan Administrator, a participant may defer Basic
         Compensation as set forth in this Section 5. A participant may elect to
         defer up to 15% of monthly Basic Compensation. A participant may also
         elect to defer up to 100% of Basic Compensation, if any, in excess of
         the dollar limitation set forth in Internal Revenue Code Section
         401(a)(17) (as adjusted by the Commissioner for increases in the cost
         of living in accordance with Internal Revenue Code Section
         401(a)(17)(B)). Any deferrals shall be in 1% multiples, subject to
         adjustment as necessary to provide for any required withholding taxes.
         Such election shall be made by notification in the form and manner
         established by the Plan Administrator from time to time, and shall be
         effective as of the beginning of the month following the month during
         which the election is received by the Plan Administrator. Such election
         may be revoked by notification in the form and manner established by
         the Plan Administrator from time to time, and shall be effective as of
         the beginning of the month following the month during which the
         revocation is received by the Plan Administrator.
      6. INCENTIVE AWARD DEFERRAL ELECTION. A participant may elect to defer
         Incentive Award compensation in 1% multiples, subject to adjustment as
         necessary to provide for any required withholding taxes. Such election
         shall be made annually by notification in the form and manner
         established by the Plan Administrator from time to time. Such annual
         election shall be made prior to the Incentive Award performance year,
         and shall be effective as of the first day of such performance year. If
         a participant initially becomes eligible to participate in the Plan
         during a performance year, the election for such performance year must
         be made prior to the date the participant initially becomes eligible to
         participate in the Plan, and shall be effective on such date. Elections
         under this Section are irrevocable once effective.
      7. OTHER DEFERRAL ELECTION. A participant may elect to defer, in 1%
         multiples, other forms of compensation that are designated in writing
         by the Plan Administrator. Such election must be made prior to the date
         the compensation is earned by the participant, by notification in the
         form and manner established by the Plan Administrator from time to
         time. Such election is effective as of the date the compensation is
         earned. Elections under this Section are irrevocable once effective.
      8. MATCHING CONTRIBUTIONS. Matching Contributions are made by BGE to the
         Plan in an amount equal to (i) up to the rate of Company Matching
         Contributions under the Employee Savings Plan multiplied by a
         participant's monthly Basic Compensation deferral, less (ii) the amount
         of Company Matching Contributions made to the Employee Savings Plan on
         behalf of such participant with respect to such month.
      9. PLAN ACCOUNTS. Deferred Compensation and Matching Contributions shall
         be (i) credited to participant Plan Accounts as soon as practicable;
         (ii) to the extent designated by the Plan Administrator, held for the
         benefit of the participant in the Rabbi Trust; and (iii) credited with
         earnings at the T. Rowe Price Prime Reserve Fund rate. However, a
         participant may elect (by notification in the form and manner
         established by the Plan Administrator from time to time) to have all or
         a portion of his/her Plan Accounts credited with earnings at a rate
         equal to the T. Rowe Price Prime Reserve Fund rate, the T. Rowe Price
         New Income Fund rate, or one or more of the rates earned by investment
         options available under the Employee Savings Plan, except the Common
         Stock Fund and the Interest Income Fund. Earnings are credited to Plan
         Accounts commencing on the day the Deferred Compensation and Matching
         Contributions are credited to the Plan Accounts. Plan Accounts will be
         valued daily in the same manner as for Investment Funds under the
         Employee Savings Plan.
         A participant may elect to change the investment option of future
         Deferred Compensation and Matching Contributions, which election shall
         be effective when the next Deferred Compensation
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         contributions and/or Matching Contributions are credited to the
         participant's Plan Accounts. A participant may elect to reallocate to
         other investment options current Plan Accounts, which election shall be
         effective at the same time as, and valued in accordance with, the
         interfund transfer provisions under the Employee Savings Plan. Such
         elections shall be made by notification in the form and manner
         established by the Plan Administrator from time to time.
     10. DISTRIBUTIONS OF PLAN ACCOUNTS. Distributions of Plan Accounts shall be
         made in cash only, and to the extent designated by the Plan
         Administrator, from the Rabbi Trust.
         Prior to the end of the calendar year of a participant's Termination
         From Employment with BGE, such participant must elect the timing of
         distributions of his/her Plan Accounts. The participant may elect (by
         notification in the form and manner established by the Plan
         Administrator from time to time) to begin distributions (i) in the
         calendar year following the calendar year of the participant's
         Termination From Employment with BGE, (ii) in the year following the
         year in which a participant attains age 70-1/2, if later, or (iii) any
         calendar year between (i) and (ii). A participant may elect (by
         notification in the form and manner established by the Plan
         Administrator from time to time) to receive distributions in a single
         payment or in annual installments during a period not to exceed fifteen
         years. The single payment or the first installment payment, whichever
         is applicable, shall be made within the first sixty (60) days of the
         calendar year elected for distribution. Subsequent installments, if
         any, shall be made within the first sixty (60) days of each succeeding
         calendar year until the participant's Plan Accounts have been paid. In
         the event no election is made prior to the end of the year of a
         participant's Termination From Employment with BGE, a participant shall
         receive a distribution in a single payment within the first sixty (60)
         days of the following year. Earnings are credited to Plan Accounts
         through the date of distribution, and amounts held for installment
         payments shall continue to be credited with earnings, as specified in
         Section 9.
         If a participant dies, the entire unpaid balance of his/her Plan
         Accounts shall be paid to the beneficiary(ies) designated by the
         participant by notification in the form and manner established by the
         Plan Administrator from time to time or, if no designation was made, to
         the estate of the participant. Payment shall be made within sixty (60)
         days after notice of death is received by the Plan Administrator,
         unless prior to the end of the calendar year of the participant's
         Termination From Employment with BGE, the participant elected (in the
         form and manner established by the Plan Administrator from time to
         time) a delayed and/or installment distribution option for such
         beneficiary(ies); provided, however that (i) such a distribution option
         election shall be effective only if the value of the participant's Plan
         Accounts is more than $50,000 on the date of the participant's death;
         and (ii) the final distribution must be made to such beneficiary(ies)
         no later than 15 years after the participant's death. After the end of
         the calendar year of a participant's Termination From Employment with
         BGE, a distribution option election for a particular beneficiary is
         irrevocable; provided, however, that the participant may make a
         distribution option election for a new beneficiary who is initially
         designated after the participant's Termination From Employment with
         BGE, and such election is irrevocable with respect to the new
         beneficiary.
         In the event a participant's deferred Incentive Award is credited to
         the Plan after the participant's death, such Incentive Award shall be
         either paid to his/her beneficiary(ies), or if a delayed and/or
         installment distribution option was elected for such beneficiary(ies),
         paid as part of the aggregate Plan Accounts in accordance with such
         election.
         Upon the death of a participant's beneficiary for whom a delayed and/or
         installment distribution option was elected, the entire unpaid balance
         of the participant's Plan Accounts shall be paid to the
         beneficiary(ies) designated by the participant's beneficiary by
         notification in the form and manner established by the Plan
         Administrator from time to time or, if no designation was made, to the
         estate of the participant's beneficiary. Payment shall be made within
         sixty (60) days after notice of death is received by the Plan
         Administrator.
         Notwithstanding anything herein contained to the contrary, the
         Committee shall have the right in its sole discretion to vary the
         manner and timing of distributions, and may make such distributions in
         a single payment or over a shorter or longer period of time than that
         elected by a participant.
     11. BENEFICIARIES. A participant shall have the right to designate a
         beneficiary(ies) who is to receive a distribution(s) pursuant to
         Section 10 in the event of the death of the participant. A
         participant's
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         beneficiary(ies) for whom a delayed and/or installment distribution
         option was elected shall have the right to designate a beneficiary(ies)
         who is to receive a distribution pursuant to Section 10 in the event of
         the death of the participant's beneficiary(ies).
         Any designation, change or recision of the designation of beneficiary
         shall be made by notification in the form and manner established by the
         Plan Administrator from time to time. The last designation of
         beneficiary received by the Plan Administrator shall be controlling
         over any testamentary or purported disposition by the participant (or,
         if applicable, the participant's beneficiary(ies)), provided that no
         designation, recision or change thereof shall be effective unless
         received by the Plan Administrator prior to the death of the
         participant (or, if applicable, the participant's beneficiary(ies)).
         If the designated beneficiary is the estate, or the executor or
         administrator of the estate, of the participant (or, if applicable, the
         participant's beneficiary(ies)), a distribution pursuant to Section 10
         may be made to the person(s) or entity (including a trust) entitled
         thereto under the will of the participant (or, if applicable, the
         participant's beneficiary(ies)), or, in the case of intestacy, under
         the laws relating to intestacy.
         A participant's beneficiary(ies) for whom a delayed and/or installment
         distribution option was elected shall have the right, after the death
         of the participant, to make investment elections or changes in
         investment elections with respect to a participant's Plan Accounts to
         the same extent available to the participant pursuant to Section 9. A
         beneficiary(ies) of the participant's beneficiary(ies) shall have no
         right to make any investment election or change in investment election
         pursuant to Section 9 with respect to a participant's Plan Accounts.
     12. VALUATION OF INTEREST. The Plan Administrator shall cause the value of
         a participant's Plan Accounts, at least once per year as of December
         31, to be determined separately and be reported to BGE and the
         participant (or, if applicable, the participant's beneficiary(ies)).
         Valuation of a participant's Plan Accounts shall be determined in
         accordance with the procedures contained in the Employee Savings Plan.
     13. WITHDRAWALS. No withdrawals of Plan Accounts may be made, except a
         participant may at any time request a hardship withdrawal from his/her
         Plan Accounts if he/she has incurred an unforeseeable emergency. An
         unforeseeable emergency is defined as severe financial hardship to the
         participant resulting from a sudden and unexpected illness or accident
         of the participant (or of his/her dependents), loss of the
         participant's property due to casualty, or other similar extraordinary
         and unforeseeable circumstances arising as a result of events beyond
         the control of the participant. The need to send a child to college or
         the desire to purchase a home are not considered to be unforeseeable
         emergencies. The circumstance that will constitute an unforeseeable
         emergency will depend upon the facts of each case.
         A hardship withdrawal will be permitted by the Plan Administrator only
         as necessary to satisfy an immediate and heavy financial need. A
         hardship withdrawal may be permitted only to the extent reasonably
         necessary to satisfy the financial need. Payment may not be made to the
         extent that such hardship is or may be relieved (i) through
         reimbursement or compensation by insurance or otherwise, (ii) by
         liquidation of the participant's assets, to the extent the liquidation
         of such assets would not itself cause severe financial hardship, or
         (iii) by cessation of deferrals under the Plan.
         The request for hardship withdrawal shall be made by notification in
         the form and manner established by the Plan Administrator from time to
         time. Such hardship withdrawal will be permitted only with approval of
         the Plan Administrator. The participant will receive a lump sum payment
         after the Plan Administrator has had reasonable time to consider and
         then approve the request.
     14. MISCELLANEOUS. A participant's Plan Accounts shall not be subject to
         alienation or assignment by any participant or beneficiary nor shall
         any of them be subject to attachment or garnishment or other legal
         process except (i) to the extent specially mandated and directed by
         applicable State or Federal statute; and (ii) as requested by the
         participant or beneficiary to satisfy income tax withholding or
         liability.
         This Plan may be amended from time to time or suspended or terminated
         at any time. All amendments to this Plan which would increase or
         decrease the compensation of any senior management officer or key
         employee of BGE, either directly or indirectly, must be approved by the
         Board of
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         Directors. All other permissible amendments may be made at the written
         direction of the Committee. No amendment to or termination of this Plan
         shall prejudice the rights of any participant or beneficiary entitled
         to receive payment hereunder at the time of such action.
         Participation in this Plan shall not constitute a contract of
         employment between BGE and any person and shall not be deemed to be
         consideration for, or a condition of, continued employment of any
         person.
         The Plan, notwithstanding the creation of the Rabbi Trust, is intended
         to be unfunded for purposes of Title I of the Employee Retirement
         Income Security Act of 1974. BGE shall make contributions to the Rabbi
         Trust in accordance with the terms of the Rabbi Trust. Any funds which
         may be invested and any assets which may be held to provide benefits
         under this Plan shall continue for all purposes to be a part of the
         general funds and assets of BGE and no person other than BGE shall by
         virtue of the provisions of this Plan have any interest in such funds
         and assets. To the extent that any person acquires a right to receive
         payments from BGE under this Plan, such rights shall be no greater than
         the right of any unsecured general creditor of BGE.
         This Plan shall be governed in all respects by Maryland law.
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