Exhibit 10(r) Attachment 1 March 28, 2001  Mr. Thomas Brooks 216 Woodlawn Road Baltimore, MD 21210  Dear Tom:  Confirming our recent conversation, Constellation
Energy Group, Inc. (CEG) is  pleased to
offer you employment in the position of Vice President, Business Development at
an annual starting salary of $250,000 ($20,833 per month).  In addition, you will be eligible to
participate in the companys annual incentive plan, which provides for a bonus
based upon your performance and the companys results for the year.  We are also pleased to offer you a hiring incentive
payment of  $1,000,000, which will be
paid to you if you remain employed by CEG until the earlier of December 31,
2001 or the effective date of the spin-off of new Constellation Energy Group
(Spin off), or if you are terminated without cause.  This payment will be made to you within 12 months following your
date of hire.  If you resign from CEG
after you are paid the hiring incentive and within one year after the effective
date of your employment with CEG, you must reimburse CEG for the prorated
amount of this hiring incentive (i.e., you earn the incentive ratably over the
first 12 months of your employment with CEG). The level of incentive payment
assumes you agree to join CEG promptly.  In addition to the above cash compensation, you will
receive an award of not less than 10,000 shares of current CEG restricted stock
from the CEG 2000-2002 Long-Term Incentive Plan, a copy of which is available
for your review.  It is intended that
this Plan be terminated prior to the Spin off. These shares will not be
prorated when they are distributed at the time of the Spin-off.  You will also be eligible for a stock option
grant from the new Constellation Energy Group Incentive Plan after the
effective date of the Spin-off.  We
expect to grant you not less than 150,000 options with a strike price of fair
market value immediately after the Spin-off. 
These options will vest over three years, with a ten-year exercise
period.  It is possible that we may
alter the proposed stock option plan to include restricted stock in new CEG
that would be granted immediately after the Spin-off.  Should that occur, you will receive one share of new CEG
restricted stock for each three options after the Spin-off.  As a member of senior management, you are also
entitled to certain supplemental benefits and perquisites, shown on the
attached summary.  These benefits and
perquisites are subject to change at any time, at managements discretion.  Your employment is at will.  While this document is not intended to constitute an employment
contract, we will soon discuss the proposed terms of an employment agreement,
including appropriate change in control provisions to address potential long-  
   term incentive compensation opportunity loss.  It is intended that new CEG equity awards include standard
provisions regarding change of control protections.  This offer is contingent upon your passing the
companys pre-employment drug screening, your ability to meet employment
eligibility requirements, and completion of a medical questionnaire.  We will also require you to sign the
enclosed confidentiality agreement covering your employment with CEG.  We are looking forward to your joining Constellation
Energy Group.  If you have any questions,
feel free to contact me or Eric Grubman.  Very truly yours,/S/Janet E. McHughVice President-Human Resources  I acknowledge and accept the terms and conditions set
forth in this offer letter.  /S/
  
  4/6/01Signature
  Date  
   Exhibit 10(r) Attachment 2  April 6, 2001  Mr. Thomas V. Brooks 216 Woodlawn Road Baltimore, MD  21210  Dear Tom;  You have represented your Goldman Sachs equity position (your GS
Equity) in Schedule A attached.  For
purposes of this agreement, the total current value of the GS Equity is deemed
to be $3.0 million.  Constellation Energy Group, Inc. (CEG) agrees to the following:  1.             During April 1,
2001 to March 31, 2003: If CEG or new Constellation Energy Group (after the
spin-off of CEGs merchant energy business) (GENCO), at which youre employed
(Employer) undergoes a change-of-control and your employment is
Terminated, Employer will pay you the difference between $3.0 million and the
then-current Value of the GS Equity in which you are vested as of the date of
such Termination (the Sum). This obligation of Employer is relieved if you
retain your rights to receive your GS Equity following a
change-of-control.  For purposes of this
letter, Terminated shall mean your employment is terminated by Employer without
Cause (as defined in the CEG Supplemental Pension Plan or any successor plan)
or your duties are diminished in a material manner.  Additionally, if Employer terminates your employment without
Cause (regardless of whether a change of control has occurred), Employer will
pay you the Sum. This obligation of Employer is relieved if you retain your
rights to receive your GS Equity following such termination.  2.             After March 31,
2003: If you voluntarily terminate your employment with
Employer, or you are Terminated without Cause, Employer will pay you the
Sum. This obligation of Employer is relieved if you retain your rights to
receive your GS Equity following such termination or Termination.  This obligation of Employer may be assigned at Employers option to any
related or successor entity at which you become employed.  For purposes of this letter, the Value of GS Equity shall be calculated
using the average closing price of Goldman Sachs common stock for the 10 trading
days immediately preceding the event which gives rise to the need to calculate
such Value.  Common stock or common
stock equivalents shall be valued at that price.  Options or option equivalents shall be valued using the
difference between the strike price and such average closing price of the
common stock.  Negative values shall be
valued at zero.  
   Page 2 Thomas V. Brooks April 6, 2001  Notwithstanding the previous stipulations, (i) if you commit any action
or behavior which relieves Goldman Sachs of its obligation to deliver any or
all of the GS Equity, other than the actions or events herein described, or
(ii) after your GS Equity becomes vested, Employer shall be relieved of its
obligations hereunder; provided, that Employer shall not be so relieved if
after your reasonable demand, Goldman Sachs fails to deliver any or all of the
GS Equity due to actions taken by you in your capacity as an employee of
Employer and that are within in the scope of your employment duties with
Employer.  At any time following the date of this letter, if the vested GS Equity
(whether delivered or not) to which you become entitled after the date of this
letter exceeds a Value of $3.0 million, Employer is relieved of any further
obligation regardless of whether you have chosen to sell the GS Equity or
otherwise realize or hedge such value, in whole or in part.  Sincerely,  /S/Eric P. GrubmanAttachment  
    Exhibit 10(r) Attachment 3  [CONSTELLATION ENERGY GROUP LOGO] Human Resources
Division
 Vice Presidents Office  Memo  To:          Thomas V. Brooks  From:     Elaine Johnston  Date:      December 4, 2001  Re:          Retention Plan
Summary 
  1.             2001 Annual Bonus Guarantee  Guarantee
of $1,500,000 to be paid to you in the first quarter 2002, assuming you are
employed by CEG at the time of payment. 
This amount will be paid in cash and is subject to AIP deferral
elections and required tax withholding.  2.             Stock Option Grant  Grant
150,000 CEG stock options (non-qualified stock options) under the 1995
Long-Term Incentive Plan at fair market value on grant date (November 12,
2001). Exercise price is $25.08                 Options vest 40%
on July 1, 2002 and 60% on July 1, 2003  Exercise
period 10 years from grant date  Vested
options exercisable until earlier of (1) end of exercise period or (2) termination
date (if not leaving due to retirement, long-term disability or death)                 Unvested options
are forfeited at termination date  Upon
a change in control, as defined in the 1995 Long-Term Incentive Plan, granted
options would vest immediately
Note: A stock option agreement outlining the specific provisions of the grant
will be forthcoming.  3.             Retention Cash Payments  Provide
total cash amount of $1,150,000; 40% to vest July 1, 2002 and 60% to vest July
1, 2003, provided you remain employed by CEG until the respective vesting
date.  This amount will be paid in cash
within 30 days of the respective vesting date and is subject to required tax
withholding.  Upon
a change in control, as defined in the 1995 Long-Term Incentive Plan, any
unvested amount would vest and payment would be made.  Upon a termination of your employment by the
company without cause, your unvested retention cash payments and stock options
will immediately vest, and the options will remain exercisable during the
original exercise period.  Cause means
that you (i) engage in conduct or activities that constitutes disloyalty to the
company or any affiliate and that is damaging to the property, business or
reputation of the company or any affiliate; (ii) persistently fail or refuse to
comply with any written direction of an  
   authorized representative of the company; (iii)
fail to perform satisfactorily duties that would reasonably be expected of
someone in your position; (iv) embezzle or knowingly, and with intent,
misappropriate property of the company or an affiliate, or unlawfully
appropriate any corporate opportunity of the company or an affiliate; or (v)
are convicted of a felony.  Signed: