Exhibit 10 (h)  FORM OF SEVERANCE AGREEMENTS  This Agreement is made the       day of         ,
2002, by and between CONSTELLATION ENERGY GROUP, INC. (the Company) and
[                         ] (the
Executive), and is effective as of [            , 2002].  WHEREAS, the Company wishes to encourage the orderly
succession of management in the event of a Change in Control (as hereinafter
defined); and  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  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.  NOW, THEREFORE, the parties agree as follows:  1.             Definitions.  1.1           Board. The term Board means
the Board of Directors of the Company.  1.2           Change in Control. The term
Change in Control means:  (i)            the purchase or acquisition by any
person, entity or group of persons (within the meaning of section 13(d) or
14(d) of the Securities Exchange Act of 1934 (the Exchange Act), or any
comparable successor provisions), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of
either the outstanding shares of common stock of the Company or the combined
voting power of the Companys then outstanding shares of voting securities
entitled to a vote generally, or  (ii)           the consummation of, following the
approval by the Companys stockholders of, a reorganization, merger or  
   consolidation of the Company, in each case, with
respect to which persons who were stockholders of the Company immediately prior
to such reorganization, merger or consolidation do not, immediately thereafter,
own more than 50 percent of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated entitys then outstanding securities, or  (iii)          a liquidation or dissolution of the
Company or the sale of substantially all of its assets, or  (iv)          a change of more than one-half of the
members of the Board within a 90-day period for reasons other than the death,
disability, or retirement of such members.  1.3           Qualifying Termination.  (a)           The
occurrence of any one or more of the following events within twenty-four
calendar months after the date of a Change in Control shall constitute a
Qualifying Termination:  (i)            The Companys termination of the
Executives employment without Cause (as defined in Section 1.7); or  (ii)           The Executives resignation for Good
Reason (as defined in Section 1.6).  (b)           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.  1.4           Ineligible
to Retire.  Ineligible to Retire,
means an Executive who has not met the eligibility requirements for retirement
under any Company or Affiliate supplemental non-qualified pension plan in which
the Executive participated immediately prior to the occurrence of a Qualifying
Termination.  1.5           Eligible
to Retire.  Eligible to Retire,
means an Executive who has met the eligibility requirements for retirement
under any Company or Affiliate supplemental non-qualified pension plan in which
the Executive participated immediately prior to the occurrence of a Qualifying
Termination.  1.6           Good
Reason.  Good Reason means, without
the Executives express written consent, the occurrence after the date of a
Change in Control of any one or more of the following:  2 
   (a)           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 or an Affiliate immediately prior to the date of the Change in
Control, 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 date of the Change in Control, (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 date of the Change in Control, 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
Affiliate within 10 business days after receipt of written notice thereof given
by the Executive; or  (b)           A
reduction by the Company or an Affiliate of the Executives base salary in
effect immediately prior to the date of the Change in Control 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) replaced by an incentive opportunity equal
in value; or is (ii) 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
such Affiliate); or  (c)           The
relocation of the Executives office more than 50 miles from the Executives
office immediately prior to the date of the Change in Control; or  (d)           Failure
of the Company or an Affiliate (whichever is the Executives employer) to
provide (i) the Executive the opportunity to participate in all applicable
incentive, savings and retirement plans, practices, policies and programs of
the Company or such Affiliate to the same extent as other senior executives
(or, where applicable, retired senior executives) of the Company or such
Affiliate, and (ii) 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 or such Affiliate, 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 such
Affiliate; or  3 
   (e)           Failure
of the Company or an Affiliate (whichever is the Executives employer) to
provide the Executive such perquisites as the Company or such Affiliate 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 such Affiliate; or  (f)            The
failure by the Company to comply with paragraph (c) of Section 11 of this
Agreement; or  (g)           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.  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.  A termination of employment by the Executive
for Good Reason for purposes of this Agreement shall be effectuated by giving
the Company written notice (Notice of Termination for Good Reason) of the
termination within six (6) months of the occurrence of the event constituting
Good Reason or, if such event is not immediately recognizable by the Executive,
within six (6) 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 thirtieth (30th) day
following the date when the Notice of Termination for Good Reason is given,
unless the notice sets forth a later date (which date shall in no event be
later than sixty (60) days after the notice is given); provided, 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 five (5) 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.  1.7           Cause.  Cause shall mean the occurrence of any one
or more of the following:  (a)           The
Executive is convicted of a felony involving moral turpitude; or  4 
   (b)           The
Executive engages in conduct or activities that constitutes disloyalty to the
Company or an Affiliate and such conduct or activities are materially damaging
to the property, business or reputation of the Company or an Affiliate; or  (c)           The
Executive persistently fails or refuses to comply with any written direction of
an authorized representative of the Company other than a directive constituting
an assignment described in Section 1.6(a); or  (d)           The
Executive embezzles or knowingly, and with intent, misappropriates property of
the Company or an Affiliate, or unlawfully appropriates any corporate
opportunity of the Company or an Affiliate.  A termination of the Executives employment for Cause
for purposes of this Agreement shall be effected 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) and not more than
twenty (20) 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.  1.8           Annual
Award Amount.  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 an
Affiliate) paid in the last five years to the Executive prior to the occurrence
of the Qualifying Termination; provided, however, that if the Executive has not
been employed by the Company or an Affiliate for a sufficient length of time to
have been eligible for payment of at least two annual incentive awards, deemed
target award payout shall be used for the one or two years for which the
Executive was not so eligible.  5 
   1.9.          Affiliate.  The term Affiliate means any company
directly or indirectly controlling, controlled by or under common control with
the Company or any successor company.  2.             Severance Benefits for an Executive
Ineligible to Retire.  Upon the occurrence of a Qualifying
Termination with respectto an Executive who is Ineligible to
Retire:  (a)           Severance
Payment. The Company shall pay to the Executive an amount equal to three
times the Executives annual base salary (asin effect on the date of the
Qualifying Termination, not reduced by any reduction described in Section
1.6(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(f) below but in no case prior
to the expiration of any period during which the Executive is permitted to
revoke such agreement.  (b)           Supplemental
Retirement Benefits.  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 an Affiliate), (i) the Executives age shall be deemed
equal to the greater of (A) age 55 or (B) the Executives actual age, (ii) the
Executives service percentage shall be computed by adding three years of
executive-level service to the Executives actual service, and (iii) any
minimum service eligibility requirements for such benefits shall be waived.  (c)           Severance
Health Benefits.  The Company shall
provide to the Executive the substantially equivalent value of the medical and
dental benefits provided to active employees for three years after the
Qualifying Termination and thereafter to any retiree of the Company or a
successor or an Affiliate (whichever is the Executives employer) who has
attained the deemed age and service used to compute supplemental retirement
benefits in Section 2(b) above.  (d)           Split
Dollar.  The Qualifying Termination
shall not constitute a termination of any Split Dollar Agreement between the
Company and the Executive (or the split dollar agreement between a successor
company or an Affiliate and the Executive), and the Executive shall be deemed
to have retired upon such Qualifying Termination for purposes of such Split
Dollar Agreement (or the split dollar agreement between a successor company or
an Affiliate and the Executive).  6 
   (e)           Outplacement.  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.  (f)            Release.  The benefits described in this Section 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 Affiliates, including but not
limited to claims arising out of the Executives Company or Affiliate
employment or termination of such employment.  3.Severance
Benefits for an Executive Eligible to Retire.  Upon the occurrence of a Qualifying
Termination with respect to an Executive who is Eligible to Retire:  (a)           Severance
Payment. The Company shall pay to the Executive an amount equal to three
times the Executives annual base salary (as in effect on the date of the
Qualifying Termination, not reduced by any reduction described in Section
1.6(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(f) below but in no case prior
to the expiration of any period during which the Executive is permitted to
revoke such agreement.  (b)           Supplemental
Retirement Benefits.  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 an Affiliate), the Executives supplemental retirement
benefit shall not be reduced for early receipt.  (c)           Severance
Health Benefits.  The Company shall
provide to the Executive the substantially equivalent value of the medical and
dental benefits provided to active employees for three years after the
Qualifying Termination and thereafter to any retiree of the Company or a
successor company or an Affiliate (whichever is the Executives employer) who
has attained age 65 and completed the greater of 20 years or actual years of
service.  7 
   (d)           Retirement.  The Executive shall be treated as having
retired at the Companys request for purposes of all of the Companys benefit
plans (or the benefit plans maintained by a successor company or an Affiliate
(whichever is the Executives employer)).  (e)           Outplacement.  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.  (f)            Release.  The benefits described in this Section 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 Affiliates, including but not
limited to claims arising out of the Executives Company or Affiliate
employment or termination of such employment.  4.             Non-Exclusivity
of Rights.  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 or an Affiliate (whichever is the Executives employer)
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 or such Affiliate.  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 or an Affiliate. 
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 1.6(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 or such
Affiliate 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.  5.             Full
Settlement.  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  8 
   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.  6.             Certain
Additional Payments by the Company.  (a)           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 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.  (b)           Subject
to the provisions of paragraph (c) of this Section 6, all determinations
required to be made under this Section 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 Five 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) 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 Five 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 6, shall be  9 
   paid by the Company to the Executive within five (5) 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 4999 of the 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 (c) of this Section 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.  (c)           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) 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) 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:  (i)            give
the Company any information reasonably requested by the Company relating to
such claim,  (ii)           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,  (iii)          cooperate
with the Company in good faith in order effectively to contest such claim, and  (iv)          permit
the Company to participate in any proceedings relating to such claim;  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  10 
   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 (c) of Section 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.  (d)           If,
after the receipt by the Executive of an amount advanced by the Company
pursuant to paragraph (c) of this Section 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 (c) of this Section 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 (c) of this Section 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) days after such determination,
then such advance  11 
   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.  7.             Termination
of Agreement.  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 the date of a Change in
Control, this Agreement shall continue until the Company or its successor shall
have fully performed all of its obligations there under with respect to the
Executive, with no future performance being possible.  Notwithstanding the foregoing, this Agreement may be terminated
by the Board at any time prior to the date of a Change in Control.  8.             Amendment
of Agreement.  This
Agreement may be amended by the Board at any time prior to the date of a Change
in Control.  At and after the date of a
Change in Control, this Agreement may not be amended in any respect without the
written consent of the Executive.  9.             Construction.  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.  10.           Governing
Law.  This Agreement
shall be governed by the laws of Maryland.  11.           Successors
and Assigns.  (a)           This
Agreement shall inure to the benefit of and be enforceable by the Executives
legal representatives.  (b)           This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.  (c)           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.  12 
   12.           Indemnification.  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.  13.           Notice.  Any notices, requests, demands, or other
communications provided for by this Agreement shall be sufficient if in writing
and if sent by registered or certified mail to the Executive at the last
address the Executive has filed in writing with the Company, or in the case of
the Company, to its principal offices.  14.           Severability.  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.  15.           Withholding.  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.  16.           Entire
Agreement.  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 an Affiliate, concerning the
subject matter hereof.  17.           Alienability.  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.  18.           Counterparts.  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.  IN WITNESS WHEREOF, the Executive has hereunto set the
Executives hand and, pursuant to the authorization of the Board,  13 
   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.  CONSTELLATION ENERGY GROUP, INC.By:[                       ]  14