Exhibit 10(p)  CONSTELLATION
ENERGY GROUP, INC.  SUPPLEMENTAL
BENEFITS PLAN  1.Objective.  The
objective of this Plan is to enhance the benefits provided to certain officers
and key employees of Constellation Energy Group and its subsidiaries in order
to attract and retain talented executive personnel.  2.Definitions.  All words
beginning with an initial capital letter and not otherwise defined herein shall
have the meaning set forth in the Pension Plan.   All singular terms defined in this Plan will include the plural
and vice versa. As used herein, the following terms will have the
meaning specified below:  Average Incentive Award (or Average Award) means
the average of the two highest of the participants five immediately prior year
awards earned under Constellation Energy Groups Executive Annual Incentive
Plan, Constellation Energy Groups Senior Management Annual Incentive Plan
and/or the Other Incentive Awards Program.  Committee means the Committee on Management of the
Board of Directors of Constellation Energy Group.  Constellation Energy Group means Constellation
Energy Group, Inc., a Maryland corporation, or its successor.  Constellation Energy Groups Executive Annual
Incentive Plan means such plan or other incentive plan or arrangement
designated in writing by the Plan Administrator.  Constellation Energy Groups Senior Management Annual
Incentive Plan means such plan or other incentive plan or arrangement
designated in writing by the Plan Administrator.  Income Replacement Percentage means the percentage
under the LTD Plan that is used to calculate the participants actual LTD Plan
benefit.  LTD Plan means the Constellation Energy Group, Inc.
Disability Insurance Plan as may be amended from time to time, or any successor
plan.  
   Other Incentive Awards Program means the program(s)
designated in writing by the Plan Administrator applicable to certain employees
that provides awards; but includes only the types of awards that are includable
in the computation of Pension Plan benefits.  Pension Plan means the Pension Plan of Constellation
Energy Group, Inc. as may be amended from time to time, or any successor plan.  Plan Administrator means, as set forth in Section 3,
the Committee.  3.Plan Administration.  The
Committee is the Plan Administrator and has sole authority (except as specified
otherwise herein) to interpret the Plan and, in general, to make all other
determinations advisable for the administration of the Plan to achieve its
stated objective.  Appeals of written
decisions by the Plan Administrator may be made to the Board of Directors of
Constellation Energy Group.  Decisions
by the Board shall be final and not subject to further appeal.  The Plan Administrator shall have the power
to delegate all or any part of its duties to one or more designees, and to
withdraw such authority, by written designation.  4.Eligibility.  Each officer
or key employee of Constellation Energy Group or its subsidiaries may be
designated in writing by the Plan Administrator as a participant with respect
to one or more benefits under the Plan. Once designated, participation shall
continue until such designation is withdrawn at the discretion and by written
order of the Plan Administrator. 
Notwithstanding the foregoing, any participant while classified as
disabled under the LTD Plan shall continue to participate in this Plan (except
under Sections 6 and 7) while classified as disabled.  5.Supplemental Long-Term Disability Benefit.  (i)Eligibility for disability benefits. 
Any participant who has completed at least one full calendar month of
service with Constellation Energy Group or its subsidiaries, who has elected
coverage under the LTD Plan, and who is disabled (as determined under the LTD
Plan) will be entitled to supplemental disability benefits under this Plan.  2 
   (ii)Computation of disability benefits. 
The amount of such supplemental disability benefits shall be determined
as follows:  (1)multiply the monthly base rate of pay amount in effect
immediately prior to becoming entitled to benefits under the LTD Plan by
twelve,  (2)add the Average Incentive Award to the product,  (3)add certain bonuses and incentives that are included
in the computation of Average Pay under the Pension Plan (except that awards
included in the computation of Average Incentive Award shall be excluded),
earned over the last 12 months to the product,  (4)divide the sum by 12,  (5)multiply this monthly dollar amount by the Income
Replacement Percentage, and  (6)subtract from the product the gross monthly amount
provided for the participant under the LTD Plan before such amount is reduced
for other benefits as set forth under the LTD Plan.  (iii)Form of payment of disability benefits. 
Each participant entitled to supplemental disability benefits will
receive his/her supplemental
disability benefit payout in the form of a monthly payment.  (iv)Amount,
timing, and source of monthly disability benefit payout. 
A participant entitled to supplemental disability benefits will receive
a monthly payment equal to the amount determined under (ii) above.  Such payments shall commence effective with
the commencement of the participants LTD Plan benefit payments.  Monthly payments shall permanently cease
when benefit payments under the LTD Plan cease.  Monthly payments shall be made from Constellation Energy Groups
general corporate assets.  If a participant
receiving payments pursuant to this Section 5 receives cost of living or other
inflation/indexing adjustment(s) under the LTD Plan,  3 
   the payments hereunder
will be automatically increased based on the same percentage of, and at the
same time as, such adjustment(s).  (v)Bonus.  Any
participant who has less than ten years of Credited Service shall be entitled
to a monthly taxable cash bonus, equal to an amount based on the cost of LTD
Plan coverage, using the formula for computing Constellation Energy
Group-provided Flexible Benefits Plan credits for LTD Plan coverage and taking
into account the Participants Credited Service and covered compensation.  Such cash bonus shall be made from  general corporate assets.  6.Sickness Benefit.  Each
participant, without regard to length of service, shall be entitled to the greater
of the benefits stipulated under his/her employers sick benefit policy for
employees or twenty-six (26) weeks of paid sick benefits within a rolling
52-week period.  7.Vacation Benefit.  Each
participant, without regard to length of service, shall be entitled to the
greater of the benefits stipulated under his/her employers vacation benefit
policy for employees or five weeks of paid vacation during a calendar year.  8.Planning Benefit.  Each
participant shall be entitled to certain personal financial, tax, and estate
planning services paid for by Constellation Energy Group but provided through
designated professional firms.  This
entitlement shall be subject to any dollar limitation established by the Plan Administrator
with respect to all such fees.  The
services shall be provided to each participant by the chosen firm(s) on a
personalized and confidential basis; and each firm shall have sole
responsibility for quality of the services which it may render.  The services to be
provided shall be on an on-going and continuous basis, but shall be limited to
(i) the development and legal documentation of both career-oriented financial
plans and personal estate plans, and (ii) tax counseling regarding personal tax
return preparation and the most advantageous structuring, tax-wise, of proposed
personal transactions.  Such planning benefit
shall continue during the year of retirement plus the next two calendar years
(the year of  4 
   retirement plus the next
calendar year for January 1 retirements) and include the completion of the
federal and state personal tax returns for the second calendar year following
retirement (the calendar year following retirement for January 1 retirements).  However, if a retired member of senior
management continues to serve as a member of the Board of Directors of
Constellation Energy Group, his/her planning benefit period shall be extended
until he/she no longer serves as a member of the Board of Directors.  Upon the death of a participant
entitled to the planning benefit provided hereunder, his/her surviving spouse
shall be entitled to receive the following planning benefit: (i) if the
deceased was not retired at the time of death, the surviving spouse shall be
entitled to the planning benefit for the year in which the death occurred plus
the next two calendar years, including completion of the federal and state
personal tax returns for the second calendar year after the year in which the
death occurred; or (ii) if the deceased was retired at the time of death, then
the surviving spouse shall receive a planning benefit equal to that the
deceased would have received if he/she had not died prior to expiration of the
planning benefit.  The surviving spouse
of a retired member of senior management whose death occurs while serving as a
member of the Board of Directors of Constellation Energy Group, shall be
entitled to a planning benefit as set forth in (i) above.  The planning benefit
provided under this Plan shall be grossed-up for income tax withholding.  9.Miscellaneous.  None of the
benefits provided under this Plan shall 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, provided, however,
that no amendment or termination shall impair the rights of any participant or
beneficiary entitled to receive current or future payment hereunder at the time
of such action.  All amendments to this
Plan may be made at the written direction of the Committee.  5 
   Participation in this
Plan shall not constitute a contract of employment between Constellation Energy
Group or a subsidiary of Constellation Energy Group and any person and shall
not be deemed to be consideration for, or a condition of, continued employment
of any person.  All payments made under
the Plan shall be made from general corporate assets.  The Plan, is intended to be unfunded for purposes of Title I of
the Employee Retirement Income Security Act of 1974.  To the extent that any person acquires a right to receive
payments from Constellation Energy Group under this Plan, such rights shall be
no greater than the right of any unsecured general creditor of Constellation
Energy Group.  In the event Constellation Energy Group becomes a
party to a merger, consolidation, sale of substantially all of its assets or
any other corporate reorganization in which Constellation Energy Group will not
be the surviving corporation or in which the holders of the common stock of
Constellation Energy Group will receive securities of another corporation (in
any such case, the New Company), then the New Company shall assume the rights
and obligations of Constellation Energy Group under this Plan.  This Plan shall be
governed in all respects by Maryland law.  6