Exhibit 10(s)

This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.

Constellation Energy Group, Inc.  Executive Long-Term Incentive Plan  (Plan)

1.Purpose.The purpose of this Plan is to increase shareholder value by providing a
long-term incentive to reward officers and key employees of the Company and its Subsidiaries, who are mainly responsible for the continued growth, development, and financial success of the
Company and its Subsidiaries, and for the continued profitable performance of the Company and its Subsidiaries. The Plan is also designed to permit the Company and its Subsidiaries to attract and
retain talented and motivated directors, officers and key employees and to increase their ownership of Company common stock. The Plan also provides the ability to award long-term
incentives that qualify for federal income tax deduction.

2.Definitions.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:



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3.Effective Date, Duration and Stockholder Approval.



4.Plan Administration.The Committee is the Plan Administrator and has sole authority
(except as specified otherwise herein) to determine all questions of interpretation and application of the Plan,

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or of the terms and conditions pursuant to which Awards are granted, exercised or forfeited under the Plan provisions, and, in general, to make all determinations advisable for the administration of
the Plan to achieve its stated purpose. Without limiting the generality of the foregoing, the Plan Administrator may modify, amend, extend or renew outstanding Awards, or accept the surrender of
outstanding Awards and substitute new Awards (provided, however, that, except as provided in Section 15H of the Plan, any modification that would materially adversely affect any outstanding
Award shall not be made
without the consent of the Participant, and provided, further, that no modification, amendment or substitution that results in repricing a Stock Option to a lower exercise price, other than to reflect
an adjustment made pursuant to Section 15H, shall be made without prior stockholder approval).

The
Plan Administrator's determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the
terms and provisions of such Awards and any agreements evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such persons are similarly situated. Such determinations shall be final and not subject to further appeal.

The
Committee may delegate its authority under the Plan with respect to Participants who are not directors or executive officers.

5.Eligibility.Each officer, key employee or director of the Company and its
Subsidiaries may be designated by the Committee as a Participant, from time to time, with respect to one or more Awards. No officer, employee or director of the Company or its Subsidiaries shall have
any right to be granted an Award under this Plan. The Plan Administrator may also grant Awards to individuals in connection with hiring (as an officer, key employee or director), retention or
otherwise, prior to the date the individual first performs services for the Company or a Subsidiary; provided, however, that such Awards shall not become vested or exercisable prior to the date the
individual first commences performance of such services.

6.Grant of Awards and Limitation of Number of Shares Awarded.The Committee may, from
time to time, grant Awards to one or more Eligible Persons, provided that subject to any adjustment pursuant to Section 15H, the aggregate number of shares of Stock subject to Awards that may
be delivered under this Plan may not exceed eight million (8,000,000) shares. Shares delivered by the Company under the Plan may be authorized and unissued Stock, Stock held in the treasury of the
Company, or Stock purchased on the open market (including private purchases) in accordance with applicable securities laws.

Any
shares of Stock covered by an Award (or portion of an Award) granted under the Plan that is forfeited or canceled, expires or is settled in cash, including the settlement of tax
withholding obligations using shares, shall be deemed not to have been delivered for purposes of determining the maximum number of shares available for delivery under the Plan. Likewise, if any Option
granted under the Plan is exercised by tendering shares of Stock to the Company as full or partial payment for such exercise under the Plan, only the number of shares issued net of the shares tendered
shall be deemed delivered for purposes of determining the maximum number of shares available for delivery under the Plan.

The
maximum number of shares of Stock that may be issued in conjunction with Service-Based Restricted Stock Awards under Section 7 of the Plan, Performance-Based Restricted Stock
or
Performance Unit Awards under Section 9 of the Plan and Equity Awards under Section 12 of the Plan shall in the aggregate be eight hundred thousand (800,000). The maximum number of
shares of Stock subject to Awards of any combination that may be granted during any calendar year under the Plan to any one person is two million (2,000,000); provided, however, that to the extent the
maximum permissible award is not made in a year, such amount may be carried over to subsequent years. Such

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per-individual limit shall not be adjusted to effect a restoration of shares of Stock with respect to which the related Award is terminated, surrendered or canceled.

The
Plan Administrator may permit or require a recipient of an Award to defer all or part of such individual's receipt of the payment of cash or the delivery of Stock that would
otherwise be due to such individual by virtue of the exercise of, payment of, or lapse or waiver of restrictions respecting, any Award. If any such payment deferral is required or permitted, the Plan
Administrator shall, in its sole discretion, establish rules and procedures for such payment deferrals.

7.Service-Based Restricted Stock Awards.



8.Stock Options.



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9.Performance-Based Restricted Stock/Performance Units.



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10.Stock Appreciation Rights.



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11.Dividend Equivalents.



12.Equity.One or more shares of Stock may be granted to any Eligible Person, in such
amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as the Committee shall determine. An Equity Award
may be denominated in Stock or other securities, stock-equivalent units, securities or debentures convertible into Stock, or any combination of the foregoing and may be paid in Stock or other
securities, in cash, or in a combination of Stock or other securities and cash, all as determined in the sole discretion of the Committee. Unless the Committee determines otherwise, the vesting period
for Equity Awards shall be at least three years.

13.Accelerated Award Payout/Exercise.



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14.Amendment of Plan.

The
Committee may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part, except (i) no such action may be taken without stockholder
approval which materially increases the number of securities which may be issued pursuant to the Plan (except as provided in Section 15H), extends the period for granting Options under the Plan
or materially modifies the requirements as to eligibility for participation in the Plan; (ii) no such action may be taken without the consent of the Participant to whom any Award was previously
granted, which adversely affects the rights of such Participant concerning such Award, except as such termination or amendment of the Plan is required by statute, or rules and regulations promulgated
thereunder; and (iii) no such action that would require the consent of the Board and/or the stockholders of the Company pursuant to Section 162(m) of the Code or the 1934 Act, or any
other applicable law, rule, or regulation, shall be effective without such consent. Notwithstanding the foregoing, the Committee may amend the Plan as desirable at the discretion of the Committee to
address any issues concerning (i) Section 162(m) of the Code, or (ii) maintaining an exemption under rule 16b-3 of the 1934 Act.

15.Miscellaneous Provisions.



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Kathleen A. Chagnon,
Corporate Secretary
750 East Pratt Street
18th Floor
Baltimore, Maryland 21202
(410) XXX-XXXX

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Executive Long-Term Incentive Plan  Appendix

Additional Information

The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, and the Plan is not qualified under Section 401(a) of the
Internal Revenue Code.

Participants
may obtain additional information about the Plan by contacting:



After
each grant is made, participants will be furnished with information about the amount of the grant. At least annually, participants will be furnished with information about their
outstanding grants.

In
general, grants subject to restrictions are taxable to participants when the restrictions lapse, and deductible by Constellation Energy at such time, based on the fair market value of
the awards when the restrictions lapse. Grants not subject to restrictions are taxable/deductible at fair market value on the grant date. Additionally, options are subject to other special tax
provisions.

May 24,
2002

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FORM OF SERVICE-BASED  RESTRICTED STOCK AGREEMENT

|NAME                           |  |                                                                                                       
|------------------------------ |  | ------------------------------------------------------------------------------------------------------
|Vice President
Human Resources |  | 750 East Pratt Street
5th Floor
Baltimore, Maryland 21201-2437
Phone (410) 783-XXXX
Fax (410)-783-XXXX
|LOGO                           |  |                                                                                                       
|                               |  | DATE                                                                                                
|NAME
ADDRESS               |  |                                                                                                       

RE: Service-Based Restricted Stock Award

Dear
NAME:

Effective
DATE, NAME of Constellation Energy Group, Inc. (CEG) granted you #SHARES service-based
restricted shares of CEG Common Stock (the "Award") pursuant to Section 7 of the Constellation Energy Group, Inc. PLAN NAME Long-Term Incentive Plan
(the "Plan"). In addition to other provisions of the Plan (a copy of which is provided to you with this letter), your Award is subject to the following conditions:

# Shares
Granted

Share
Grant
Date

Restriction
Period

Restriction Lapse
Date

Aggregate
Shares
Lapsed#

DATE

# YRS

DATE

#


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Please
read the Plan carefully as it contains many other provisions relating to your Award. If you have any questions, please do not hesitate to call:

General

SEC-related

Tax-relatedNAME

NAME

NAME(410) 783-XXX

(410) 783- XXX

(410) 783- XXX


Please sign the enclosed copy of this letter and return it in the envelope provided.

Sincerely,

NAME

I
have read the Plan and this letter and agree to the terms and conditions contained in each regarding my Award.

|Signature of Recipient |  | Date
|---------------------- |  | ----

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ATTACHMENT A

CONSTELLATION ENERGY GROUP, INC.  PLAN NAME LONG-TERM INCENTIVE PLANINCOME TAX CONSEQUENCES TO PARTICIPANTSFOR
SERVICE-BASED RESTRICTED STOCK AWARDS

Set forth is a brief overview of certain income tax consequences associated with your Service-Based Restricted Stock Award ("the Award").

Stock

Because the Plan places certain restrictions on the Award which could lead to forfeiture of the shares prior to lifting the Plan restrictions and because you have
agreed to waive the Section 83(b) election(1), the value of the restricted stock is not taxed to you when the initial grant is made. Rather, the stock is taxable to you at the
time the restrictions are removed. The amount subject to income tax is the fair market value of the stock on the day that the Plan restrictions are removed. This amount is treated as compensation
subject to withholding of income taxes, Medicare taxes and, if applicable, Social Security taxes. You are not taxed on the value of any stock forfeited.

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For
purposes of determining the gain or loss on any sale of the stock received pursuant to this Award, your basis in the stock is the amount that you included in taxable income when the
Plan restrictions were removed. Your tax holding period, for purposes of determining whether a gain or loss on a sale is long-term or short-term, begins on the day after the
day that the Plan restrictions were removed.

Dividends

The dividends are payable to you during the period of the Plan restriction and are taxable in the year of receipt. For tax purposes, the dividends on the
restricted stock are treated as compensation and subject to withholding of income taxes and Medicare taxes and, if applicable, Social Security taxes.

After
the Plan restrictions on the stock are removed, the dividends are treated as regular dividend income (generally not subject to tax withholding).

Tax Planning

You may wish to consult your tax advisor in the year the restrictions are lifted from the Award if you have questions regarding the impact of the Award on your
tax withholding or if you have questions about the applicable capital gains holding period and rates for this Award.

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FORM OF PERFORMANCE-BASED  RESTRICTED STOCK AGREEMENT

|                  |  | DATE
|----------------- |  | ------
|NAME,
ADDRESS |  |       

RE:
Constellation Energy Group, Inc. PLAN NAME Long-Term Incentive Plan Award

Dear
NAME:

On
DATE, NAME of Constellation Energy Group, Inc. granted you performance-based restricted shares of CEG Common Stock (the
"Award") pursuant to Section 7 of the Constellation Energy 2002 PLAN NAME Long-Term Incentive Plan (the "Plan") as follows:

Share Award, Excluding Accumulated Dividends

|Performance Period   |  | Below Minimum |  | Minimum
Performance |  | Target
Performance |  | Exceeds
Performance
|-------------------- |  | ------------- |  | ------------------- |  | ------------------ |  | -------------------
|PERFORMANCE PERIOD |  | 0             |  | #                 |  | #                |  | #                

In
addition to other provisions of the Plan, the Awards are subject to the following conditions:



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Please
read the Plan carefully as it contains many other provisions relating to the Awards. If you have any questions, please do not hesitate to call:

General

SEC-related

Tax-relatedNAME

NAME

NAME(410) 783-XXX

(410) 783- XXX

(410) 783- XXX


Please sign this letter and return it in the envelope provided, keeping a copy for your records.



I
have read the Plan and this letter and agree to the terms and conditions contained in each regarding my Awards.

|Signature of Recipient |  | Date
|---------------------- |  | ----

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ATTACHMENT A

CONSTELLATION ENERGY GROUP, INC.  PLAN NAMELONG-TERM INCENTIVE PLAN        INCOME TAX CONSEQUENCES TO PARTICIPANTS  FOR PERFORMANCE-BASED RESTRICTED STOCK AWARDS

Set forth below is a brief overview of certain income tax consequences associated with your Performance-Based Restricted Stock Award ("the Award").

Stock

Because the Plan places certain restrictions on the Award which could lead to forfeiture of the shares prior to lifting the Plan restrictions and because you have
agreed to waive the Section 83(b) election(2), the value of the restricted stock is not taxed to you when the initial grant is made. Rather, on the day the final Award is made and
the restrictions are removed, you will be taxed on the fair market value of your final stock Award. This amount is treated as compensation subject to withholding of income taxes, Medicare taxes and,
if applicable, Social Security taxes. You are not taxed on the value of any stock forfeited, e.g. for below-target performance or separation from service.

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If,
at the end of the performance period, you are awarded shares in excess of the target shares originally granted, the additional shares will be taxed as compensation (in an amount
equal to the fair market value of the stock on the day the final Award is made and the restrictions are removed) and subject to withholding of income taxes, Medicare taxes and, if applicable, Social
Security taxes.

For
purposes of determining the tax gain or loss on any sale of the stock received pursuant to the Award, your basis in the stock is the amount reported as taxable income when the final
Award is made and the restrictions are removed. Your tax holding period, for purposes of determining whether a tax gain or loss on a sale is long-term or short-term, and for
determining the applicable tax rate, begins on the day after the day that the final Award is made and the restrictions are removed.

Dividends

The dividends under the Plan are accumulated during the performance period and are not taxable to you until paid in shares of stock at the same time the final
Award is made and the restrictions are removed. At that time, the dividends on the restricted stock are treated as compensation and are subject to withholding of income taxes, Medicare taxes and, if
applicable, Social Security taxes.

If
target shares are forfeited, the accumulated dividends on those shares will also be forfeited and will not be taxable to you. If additional shares are awarded, an amount equal to the
dividends that would have accumulated had you owned the shares throughout the performance period will be awarded to you at the time the final Award is made and the restrictions are removed. This
amount is treated as compensation subject to withholding of income taxes, Medicare taxes and, if applicable, Social Security taxes.

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After
the final Award is made and the restrictions are removed, the future dividends are treated as regular dividend income.

Tax Planning

You may wish to consult your tax advisor in the year the final Award is made if you have questions regarding the impact of the Award on your tax withholding or if
you have questions about the applicable capital gains holding period and tax rates for this Award.

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FORM OF  STOCK OPTION AGREEMENT

This Stock Option Agreement ("Agreement") is subject to the terms and conditions of the Constellation Energy Group, Inc. «Plan»(the
"Plan"). The «Administrator» Constellation Energy Group, Inc. (the "Plan Administrator") has authorized the option grant under this Agreement by and between Participant
(designated below) and Constellation Energy Group, Inc. ("Constellation Energy").

1.    Grant of Option.

(a)  The
"Participant" is «First» «Middle» «Last».

(b)  The
date of the grant is«GrantDate»("Grant Date").

(c)  The
number of shares subject to the option ("Option Shares") are«Grant»shares of Constellation
Energy common stock ("Stock").

(d)  The
exercise price is«OptionPrice»per share of Stock ("Exercise Price").

This
Agreement specifies the terms of the option ("Option") granted to Participant to purchase the Option Shares at the Exercise Price set forth above. The Option is notintended to constitute an "incentive
stock option" as that term is used in Internal Revenue Code section 422. The "Option Period" is the
period during which the Option is exercisable as provided in this Agreement.

2.    Installment Exercise.

Subject to the terms of this Agreement, the Option will be exercisable in installments according to the following schedule (each a "Vesting Date"):

|INSTALLMENT     |  | VESTING DATE
APPLICABLE TO
INSTALLMENT
|--------------- |  | --------------------------------------
|«Vest1» Options |  |                                       
|«Vest2» Options |  |                                       
|«Vest3» Options |  |                                       

3.    Termination of Option.

(a)  Except
as provided in paragraph 3(b) below, the Option will terminate upon the earlier to occur of: (1) when all Option Shares have been exercised; or
(2) ten (10) years from the Grant Date ("Expiration Date").

(b)  If
Participant ceases employment, the Option will terminate as to any unvested Option Shares on the effective date of employment Termination (as defined in the Plan) and
as to vested Option Shares 90 days after Participant's effective date of Termination. If Participant ceases employment because of Participant's Retirement, Disability (each as defined in the
Plan), or death, the Option will terminate as to any unvested Option Shares on the effective date of the Retirement, Disability or death, and as to vested Option Shares, the Option will remain
exercisable until the earlier of 60 months after such effective date or the Expiration Date.

(c)  In
the event of Participant's death during the Option Period, vested Option Shares may be exercised by Participant's legal representative(s), or by other person(s)
authorized under Participant's will. Alternatively, if Participant fails to make testamentary disposition of the Option or dies intestate, such vested Option Shares may be exercised by persons(s)
entitled to receive the Option Shares under the applicable laws of descent and distribution.

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(d)  A
transfer of Participant's employment between Constellation Energy and any Subsidiary of Constellation Energy, or between Subsidiaries of Constellation Energy, will not
be considered an employment Termination.

4.    Exercise of Option.

(a)  Subject
to this Agreement and the Plan, the Option may be exercised in whole or in part by filing a written notice with the Corporate Secretary of Constellation Energy
at 750 East Pratt Street, 18th Floor, Baltimore, Maryland 21202. The notice of exercise must be given before Constellation Energy's close of business on the last business day that occurs
before the date the Option terminates as provided in Section 3(a) or (b) above.

(b)  On
or before the exercise date specified in the notice, Participant must fully pay the Exercise Price and the tax withholding obligation for the Option Shares exercised
in U.S. dollars by cash or by check payable to Constellation Energy Group, Inc. All or a portion of the Exercise Price and tax withholding obligation may also be paid by Participant:
(i) subject to the terms of paragraph 4(c) below, by delivery of shares of Stock owned by Participant and acceptable to the Plan Administrator having an aggregate Fair Market Value (as
defined in 6 below) on the date of exercise that is equal to the amount of cash that would otherwise be required; or (ii) by authorizing a third party to sell the Option Shares (or a sufficient
portion of the Option Shares), and immediately remit to Constellation Energy the Exercise Price and any tax withholding resulting from such exercise. Further, tax withholding up to the minimum
required withholding rate (but not in excess of that rate) may also be satisfied through a holdback by Constellation Energy of some of the Option Shares that would otherwise be deliverable to
Participant by reason of the Option exercise. The Option will cease to be exercisable, as to the portion exercised, when Participant purchases the Stock to which the exercised portion of the Option
relates.

(c)  Other
shares of Stock owned by Participant may be delivered to satisfy the Exercise Price, or to satisfy Participant's tax withholding obligation above the minimum
withholding rate, only if the shares have been held by Participant for at least six months before delivery, except that there shall be no holding period imposed for shares purchased by Participant for
cash on the open market. Use of previously-owned shares shall be effected by actual delivery of the Stock certificates to Constellation Energy, and by completing an affidavit available from
Constellation Energy affirming that Participant owns the necessary shares and that any applicable holding period has been satisfied.

(d)  The
Option may not be exercised by Participant during any blackout or prohibited trading period established by Constellation Energy or applicable to Participant, nor
shall the Option be exercisable if and to the extent Constellation Energy determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any
securities exchange on which the Stock is traded. If Constellation Energy makes such a determination, it will use all reasonable efforts to comply with such laws, rules or regulations. In making any
such determinations, Constellation Energy may rely on the opinion of counsel for Constellation Energy.

(e)  As
soon as practicable after the exercise date, Constellation Energy will deliver to Participant a Stock certificate or certificates (or other evidence of ownership) for
the purchased Option Shares.

5.    Tax Withholding.

Constellation Energy will have the right to withhold any applicable federal, state or local taxes, deductions or withholdings due with respect to the Option or
its exercise in such form and manner as provided in the Plan.

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6.    Fair Market Value.

The "Fair Market Value" of a share of Stock is the average of the highest and lowest sale price per share of Stock on the New York Stock Exchange-Composite
Transactions on the applicable date of reference, or if there are no sales on such date, then the average of such highest and lowest sale price on the last previous day on which sales are reported.

7.    No Rights of Stockholders.

Participant does not have any of the rights and privileges of a stockholder of Constellation Energy with respect to any shares of Stock purchasable or issuable
upon the exercise of the Option, in whole or in part, before the date of exercise and purchase of the Option Shares.

8.    Non-Transferability of Option.

The Option is not transferable, except for a transfer to a Participant's family member or to a trust established for the benefit Participant's family members
which has been approved by the Plan Administrator as provided in the Plan, or in case of Participant's death, by will or the laws of descent and distribution, nor shall the Option be subject to
attachment, execution or other similar process. During Participant's lifetime, the Option is exercisable only by Participant, any guardian or legal representative of Participant, or a family member or
trustee of a trust established for the benefit of Participant's family members to whom the Option has been transferred in accordance with the Plan. In the event of (a) any attempt by
Participant to alienate, assign, pledge, hypothecate or otherwise dispose of the Option, except as provided in this Agreement, or (b) the levy of any attachment, execution or similar process
upon the rights or interest conferred under this Agreement, Constellation Energy may terminate the Option by notice to Participant and it will become null and void.

9.    Employment Not Affected.

Neither this Agreement nor the grant of the Option constitutes a contract of employment between Constellation Energy or any Subsidiary and Participant, and
neither will be deemed to be consideration for, or a condition of, continued employment of Participant.

10.  Incorporation of Plan by Reference.

The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated by reference. The Option will in all respects be interpreted in
accordance with the Plan. All capitalized terms, which are not otherwise defined in this Agreement, will have the meaning specified in the Plan. The Plan Administrator will interpret and construe the
Plan and this Agreement, and its interpretations and determinations will be conclusive and binding on the parties and any other person claiming an interest with respect to any issue arising under this
Agreement.

11.  Severability.

The provisions of this Agreement are severable. If any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions will nevertheless be binding and enforceable.

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IN
WITNESS WHEREOF, Constellation Energy Group, Inc. and Participant have executed this Stock Option Agreement effective as of the Grant Date.

|Constellation Energy Group, Inc |  | ACCEPTED AND AGREED TO:
|------------------------------- |  | -----------------------
|                                |  | By:                    
|Vice President, Human Resources |  |                        

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