Exhibit 10(d)  Constellation
Energy Group, Inc. Deferred Compensation Plan For Non-Employee Directors  1.Objective.  The
objective of this Plan is to offer a portion of the Compensation of
non-employee Directors of Constellation Energy Group in the form of Stock
Units, thereby promoting a greater identity of interest between Constellation
Energy Groups non-employee Directors and its stockholders, and to enable such
Directors to defer receipt of their Compensation that is payable in cash.  2.Definitions.  As used herein, the following terms will have the meaning
specified below:  Annual Retainer
means the amount payable by Constellation Energy Group to a Director as annual
compensation for performance of services as a Director, and includes Committee
Chair retainers.  All other amounts
(including without limitation Board/committee meeting fees, and expense
reimbursements) shall be excluded in calculating the amount of the Annual
Retainer.  Board means the
Board of Directors of Constellation Energy Group.  Cash Account
means an account by that name established pursuant to Section 7.  The maintenance of Cash Accounts is for
bookkeeping purposes only.  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
Constellation Energy Group or the combined voting power of Constellation Energy
Groups then outstanding shares of voting securities entitled to a vote
generally, or (ii) the consummation of, following the approval by the
stockholders of Constellation Energy Group of a reorganization, merger or
consolidation of Constellation Energy Group, in each case, with respect to
which persons who were stockholders of Constellation Energy Group 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 Constellation Energy Group 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.  Committee means
the Committee on Management of the Board.  Common Stock
means the common stock, without par value, of Constellation Energy Group.  Compensation
means any Annual Retainer and meeting fees payable by Constellation Energy
Group to a participant in his/her capacity as a Director.  Compensation excludes expense reimbursements
paid by Constellation Energy Group to a participant in his/her capacity as a Director.  Constellation Energy
Group means Constellation Energy Group, Inc., a Maryland corporation, or
its successor.  Deferred Cash
Compensation means any cash Compensation that is voluntarily deferred by a
participant pursuant to Section 6.  Director means a
member of the Board who is not an employee of Constellation Energy Group or any
of its subsidiaries/ affiliates.  Disability or Disabled
means that the Plan Administrator has determined that the participant is unable
to fulfill his/her responsibilities of Board membership because of illness or
injury.  For purposes of this Plan, a
participants eligibility to participate shall be deemed to have terminated on
the date he/she is determined by the Plan Administrator to be Disabled.  Earnings means,
with respect to the Cash Account, hypothetical interest credited to the Cash
Account.  Earnings means,
with respect to the Stock Account, hypothetical dividends credited to the Stock
Account.  Fair Market Value
means, as of any specified date, the average closing price of a share of Common
Stock, reported in New York Stock Exchange Composite Transactions as
published in the Eastern Edition of The Wall Street Journal averaged for
the most recent 20 days during which Common Stock was traded on  the New York Stock Exchange (including such
valuation date if a trading date).  2 
   Plan Accounts
means a participants Cash Account and/or Stock Account.  The maintenance of Plan Accounts is for
bookkeeping purposes only.  Plan Administrator
means, as set forth in Section 3, the Board.  Stock Account
means an account by that name established pursuant to Section 8.  The maintenance of Stock Accounts is for
bookkeeping purposes only.  Stock Unit(s)
means the share equivalents credited to a Participants Stock Account pursuant
to Section 8.  The use of Stock
Units is for bookkeeping purposes only; the Stock Units are not actual shares
of Common Stock.  Constellation Energy
Group will not reserve or otherwise set aside any Common Stock for or to any
Stock Account.  3.Plan Administration.  (i)            Plan
Administrator  The Plan is administered by the Board, who has sole
authority to interpret the Plan, and, in general, to make all other
determinations advisable for the administration of the Plan to achieve its
stated objective.  Decisions by the Plan
Administrator shall be final and binding upon all persons for all
purposes.  The Plan Administrator shall
have the power to delegate all or any part of its non-discretionary duties to
one or more designees, and to withdraw such authority, by written designation.  (ii)           Amendment 
This Plan may be amended from time to time or suspended or terminated at any
time, at the written direction of the Plan Administrator.  However, amendments required to keep the Plan
in compliance with applicable laws and regulations may be made by the Vice
President  Human Resources of Constellation Energy Group (or other vice
president succeeding to that function) on advice of counsel.  Nothing herein creates a vested right.  (iii)          Indemnification
 The Plan Administrator (and its designees), Chairman of the Board, Chief
Executive Officer, President, and Vice President-Human Resources of
Constellation Energy Group and all other employees of Constellation Energy
Group or its subsidiaries/affiliates whose assigned duties include matters
under the Plan, shall be indemnified by Constellation Energy Group or its
subsidiaries /affiliates or from proceeds under insurance policies purchased by
Constellation Energy Group or its  3 
   subsidiaries/affiliates,
against any and all liabilities arising by reason of any act or failure to act
made in good faith pursuant to the provisions of the Plan, including expenses
reasonably incurred in the defense of any related claim.  4.Eligibility and Participation.  (i)Mandatory participation A Director, at the discretion of the
Board, may be required at such times designated by the Board to participate in
this Plan with respect to the receipt of all or part of his/her Compensation in
the form of Stock Units under Section 5 of the Plan.  (ii)Voluntary participation A Director is eligible to participate
in the Plan by electing to defer all or certain portions of the participants
Compensation, that is payable in cash, under Section 6 of the Plan, while
so classified.  (iii)Termination of participation Eligibility to participate shall
terminate on the date the participant ceases to be a Director.  Notwithstanding termination of eligibility,
such person with Plan Accounts will remain a participant of the Plan, solely
for purposes of the administration of existing Plan Accounts, and no additional
Stock Units will be granted and no further deferrals of cash Compensation under
the Plan will be permitted.  5.Mandatory Stock Units. 
To the extent designated from time to time by the Board as set forth in
Section 4(i), the Stock Account of a participant will be credited on January 1
of each applicable calendar year with Stock Units equal to the number of shares
of Common Stock (including fractions of a share) that could have been
purchased, with the applicable percentage (as designated by the Board) of the
participants Annual Retainer for such calendar year, at Fair Market Value on
such January 1.  If a participant
initially becomes eligible to participate in the Plan during such applicable
calendar year, the Stock Account of the participant for such calendar year will
be credited, on the date that is the first day of the calendar month after the
participant initially becomes eligible to participate in the Plan, with Stock
Units equal to the number of shares of Common Stock (including fractions of a
share) that could have been purchased at Fair Market Value on such date, with
an amount equal to (i) the applicable percentage (as designated by the Board)
of the participants Annual Retainer multiplied by (ii) a  4 
   fraction the
numerator of which is the number of full calendar months in the calendar year
on and after such date, and the denominator of which is 12.  The
Stock Account will be maintained pursuant to Section 8.  6.Cash Compensation Deferral Election. 
A participant may elect to defer none, all, fifty percent (50%), or
seventy-five percent (75%) of his/her other Compensation that is payable in
cash (i.e., one hundred percent (100%) of all other Compensation that is not
subject to any mandatory Stock Units). A participants cash Compensation
deferral election with respect to the Annual Retainer shall specify whether the
deferred Annual Retainer is to be credited to the Cash Account or to the Stock
Account.  All other Cash Compensation
that a participant elects to defer will be credited to the Cash Account.  Such
election shall be made by written notification to the Vice President-Human
Resources of Constellation Energy Group (or other vice president succeeding to
that function).  Such election shall be
made prior to the calendar year during which the applicable cash Compensation
is payable, and shall be effective as of the first day of such calendar
year.  If a participant initially
becomes eligible to participate in the Plan during a calendar year, the
election for such calendar year must be made within thirty (30) calendar days
after the date the participant initially becomes eligible to participate in the
Plan, and shall be effective with respect to Compensation earned after the date
the election is received by the Vice President-Human Resources of Constellation
Energy Group (or other vice president succeeding to that function).  Elections under this Section shall remain in
effect for all succeeding calendar years until revoked.  Elections may be revoked by written
notification to the Vice President-Human Resources of Constellation Energy
Group (or other vice president succeeding to that function), and shall be
effective as of the first day of the calendar year following the calendar year
during which the revocation is received by such Vice President.  Notwithstanding anything
herein contained to the contrary, the Plan Administrator shall have the right
in its sole discretion to permit a participant to defer other percentages of
his/her Annual Retainer and/or other Compensation that is payable in cash.  5 
   7.Cash Accounts. 
The Board may specify that cash Compensation that consists of the Annual
Retainer that a participant has elected to defer into the Cash Account is
credited to the participants Cash Account on January 1 (or if later, the date
the participants initial election to participate in the Plan becomes
effective). All other cash Compensation that a participant has elected to defer
is credited to the participants Cash Account on each date such cash
Compensation would otherwise have been paid to the Director.  A participants Cash Account shall be
credited with earnings at the rate earned by the Interest Income Fund under the
Constellation Energy Group, Inc. Employee Savings Plan, and computed in the
same manner as under such plan. 
Earnings are credited to the Cash Account commencing on the date the
applicable Deferred Cash Compensation is credited to the Cash Account.  8.Stock Accounts. 
The Board may specify that cash Compensation that consists of the Annual
Retainer that a participant has elected to defer into the Stock Account is
credited to the participants Stock Account on January 1 (or if later, the date
the participants initial election to participate in the Plan becomes
effective).  All other cash Compensation
that a participant has elected to defer into the Stock Account is credited to
the participants Stock Account  on each
date such cash Compensation would otherwise have been paid to the
Director.  A participants Stock Account
shall be credited with Stock Units equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased with such
Deferred Cash Compensation, at Fair Market Value on such date.  Grants of mandatory Stock Units are credited
to the Stock Account as set forth in Section 5.  As of any dividend
distribution date for the Common Stock, the participants Stock Account shall
be credited with additional Stock Units equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased, at the
closing price of a share of Common Stock on such date as reported in New York
Stock Exchange Composite Transactions as published in the Eastern Edition of The
Wall Street Journal, with the amount which would have been paid as
dividends on that number of shares (including fractions of a share) of Common
Stock which is equal to the number of Stock Units then credited to the
participants Stock Account.  In
the event of any change in the outstanding shares of Common Stock by reason of
any stock dividend or split, recapitalization, combination or exchange of
shares or  6 
   other
similar changes in the Common Stock, then appropriate adjustments shall be made
in the number of Stock Units in each participants Stock Account.  Such adjustments shall be made effective on
the date of the change related to the Common Stock.  9.Distributions of Plan Accounts. 
Distributions of Plan Accounts shall be made in cash only, from the
general assets of Constellation Energy Group.  A
participant may elect (by notification in the form and manner established by
the Vice President-Human Resources of Constellation Energy Group (or other Vice
President succeeding to that function) from time to time) to begin
distributions (i) in the calendar year following the calendar year that
eligibility to participate terminates, (ii) in the calendar year following the
calendar year in which a participant attains age 70, if later, or (iii) any
calendar year between (i) and (ii). 
Such election must be made prior to the end of the calendar year in
which eligibility to participate terminates. 
Alternatively, a participant who reaches age 70 while still eligible to
participate may elect to begin distributions, in the calendar year following
the calendar year that the participant reaches age 70, of amounts in his/her
Plan Accounts as of the end of the calendar year the participant reaches age
70.  Such election must be made prior to
the end of the calendar year in which the participant reaches age 70, and a
distribution election to receive any subsequently deferred amounts beginning in
the calendar year following the calendar year that eligibility to participate
terminates, must be made prior to the end of the calendar year in which
eligibility to participate terminates.  A
participant may elect (by notification in the form and manner established by
the Vice President-Human Resources of Constellation Energy Group (or other vice
President succeeding to that function) 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) calendar days of the calendar year elected for
distribution.  Subsequent installments,
if any, shall be made within the first sixty (60) calendar days of each
succeeding calendar year until the participants Cash Account has been paid
out.  7 
   In the event applicable
elections are not timely made, a participant shall receive a distribution in a
single payment within the first sixty (60) calendar days of the calendar year
following the calendar year that eligibility to participate terminates.  The
value of the Stock Account, which is equal to the number of Stock Units in the
Stock Account multiplied by the Fair Market Value on the date on which the
participants eligibility to participate terminates (or, the date that is the
last day of the calendar year during which the participant reaches age 70, for
a participant who elects to begin distributions while still eligible to
participate), is transferred to the Cash Account on such date.  Earnings are credited to the Cash Account
through the date of distribution, and amounts held for installment payments
shall continue to be credited with Earnings. 
The value of the Cash Account that is payable in cash on the date of the
single payment distribution is equal to the balance in the Cash Account on the
date that is no earlier than five (5) calendar days prior to the day of such
distribution (Distribution Valuation Date). 
The amount of any cash distribution to be made in installments from the
Cash Account will be determined by multiplying (i)  the balance in
such Cash Account on the Distribution Valuation Date by (ii)  a fraction, the numerator of which is one
and the denominator of which is the number of installments in which
distributions remain to be made (including the current distribution).  If
a participant dies or becomes Disabled, 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 Vice
President-Human Resources of Constellation Energy Group (or other vice
president succeeding to that function) from time to time or, if no designation
was made, in the event of death, to the estate of the participant, and in the
event of Disability, to the participant. 
Payment shall be made within sixty (60) calendar days after notice of
death or Disability is received by such Vice President, unless prior to the
participants death or Disability, the participant elected (in the form and
manner established by the Vice President-Human Resources of Constellation Energy
Group (or other vice president succeeding to that function) 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  8 
   $50,000
on the date of the participants death or Disability; and (ii) the final
distribution must be made to such beneficiary(ies) no later than 15 years after
the participants death or Disability. 
After the end of the calendar year that a participants eligibility to
participate terminates, 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 eligibility to participate terminates, and such
election is irrevocable with respect to the new beneficiary.  The
value of the Stock Account, which is equal to the number of Stock Units in the
Stock Account multiplied by the Fair Market Value on the date of the
participants death or Disability, is transferred to the Cash Account on such
date.  Earnings are credited to the Cash
Account through the date of distribution, and amounts held for installment
payments shall continue to be credited with Earnings.  The value of the Cash Account that is payable in cash on the date
of the single payment distribution is equal to the balance in the Cash Account
on the date that is no earlier than five (5) calendar days prior to the day of
such distribution (Beneficiary Distribution Valuation Date).  The amount of any cash distribution to be
made in installments from the Cash Account will be determined by multiplying
(i) the balance in such Cash Account on the Beneficiary Distribution Valuation
Date by (ii) a fraction, the numerator of which is one and the denominator of
which is the number of installments in which distributions remain to be made
(including the current distribution).  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
Cash Account shall be paid to the beneficiary(ies) designated by the
participants beneficiary by notification in the form and manner established by
the Vice President-Human Resources of Constellation Energy Group (or other vice
president succeeding to that function) 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)
calendar days after notice of death is received by such Vice President.  The value of the Cash Account that is
payable in cash is equal to the balance in the Cash Account on the date that is
no earlier than five (5) calendar days prior to the day of such distribution.  9 
   Notwithstanding
anything herein contained to the contrary, the Plan Administrator shall have
the right in its sole discretion to (i) vary the manner and timing of
distributions of a participant or beneficiary entitled to a distribution under
this Section 9, and may make such distributions in a single payment or over a
shorter or longer period of time than that elected by a participant; and (ii)
vary the period during which the closing price of Common Stock is referenced to
determine the value of the Stock Account that is transferred to the Cash
Account on the date on which the participants eligibility to participate
terminates.  Any affected participants
will not participate in exercising such discretion.  10.Beneficiaries. A participant shall have the right to
designate, change or rescind a beneficiary(ies) who is to receive a
distribution(s) pursuant to Section 9 in the event of the death or Disability
of the participant.  A participants
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 9 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 Vice President-Human Resources of
Constellation Energy Group (or other vice president succeeding to that
function) from time to time.  The last
designation of beneficiary received by such Vice President 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 such Vice
President prior to the death or Disability (whichever is applicable) of the participant
(or, if applicable, the death of 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 9 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.  10 
   11.Valuation of Plan Accounts. 
The Plan Administrator shall cause the value of a participants Plan
Accounts to be determined and reported to Constellation Energy Group and the
participant at least once per year as of the last business day of the calendar
year.  The value of the Stock Account
will equal the number of Stock Units in the Stock Account multiplied by the
closing price of a share of Common Stock on the last business day of the calendar
year as reported in New York Stock Exchange Composite Transactions as
published in the Eastern Edition of The Wall Street Journal.  The value of the Cash Account will equal the
balance in the Cash Account on the last business day of the calendar year.  12.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 financial emergency. 
An unforeseeable financial 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.  11 
   The value of the Stock
Account for purposes of processing a hardship cash withdrawal is equal to the
number of Stock Units in the Stock Account multiplied by the Fair Market Value
on the date on which the hardship withdrawal is processed.  The value of the Cash Account for purposes
of processing a hardship cash withdrawal is equal to the balance in the Cash
Account on the date on which the hardship withdrawal is processed.  13.Change in Control. 
The terms of this Section 13 shall immediately become operative, without
further action or consent by any person or entity, upon a Change in Control,
and once operative shall supersede and control over any other provisions of
this Plan.  Upon the occurrence of a
Change in Control followed within one year of the date of such Change in
Control by the participants cessation of Board membership for any reason, such
participant shall be paid the value of his/her Plan Accounts in a single, lump
sum cash payment.  The value of the
Stock Account, which is equal to the number of Stock Units in the Stock Account
multiplied by the Fair Market Value on the date of the participants cessation
of Board membership, is transferred to the Cash Account on such date.  Earnings are credited to the Cash Account
through the date of distribution.  The
value of the Cash Account that is payable in cash on the date of the single
lump sum cash payment is equal to the balance in the Cash Account on the date
that is no earlier than five (5) calendar days prior to the day of such
distribution.  Such payment shall be
made as soon as practicable, but in no event later than thirty (30) calendar
days after the date of the participants cessation of Board membership.  On or after a Change in Control, no action,
including, but not by way of limitation, the amendment, suspension or
termination of the Plan, shall be taken which would affect the rights of any
participant or the operation of this Plan with respect to the balance in the participants
Plan Accounts.  14.Withholding. 
Constellation Energy Group may withhold to the extent required by law
all applicable income and other taxes from amounts deferred or distributed
under the Plan.  15.Copies of Plan Available. 
Copies of the Plan and any and all amendments thereto shall be made
available to all participants during normal business hours at the office of the
Plan Administrator.  12 
   16.Miscellaneous.  (i)Inalienability of benefits Except as may otherwise be required by
law or court order, the interest of each participant or beneficiary under the
Plan cannot be sold, pledged, assigned, alienated or transferred in any manner
or be subject to attachment or other legal process of whatever nature;
provided, however, that any applicable taxes may be withheld from any cash
benefit payment made under this Plan.  (ii)Controlling law The Plan and its administration shall
be governed by the laws of theState of Maryland, except to the extent
preempted by federal law.  (iii)Gender and number A masculine pronoun when used herein
refers to both men and women and words used in the singular are intended to
include the plural, and vice versa, whenever appropriate.  (iv)Titles and headings Titles and headings to articles and
sections in the Plan are placed herein solely for convenience of reference and
in any case of conflict, the text of the Plan rather than such titles and
headings shall control.  (v)References to law All references to specific provisions
of any federal or state law, rule or regulation shall be deemed to also include
references to any successor provisions or amendments.  (vi)Funding and expenses Benefits under the Plan are not vested
or funded, and shall be paid out of the general assets of Constellation Energy
Group.  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. 
The expenses of administering the Plan will be borne by Constellation
Energy Group.  (vii)Not a contract Participation in this Plan shall not
constitute a contract of employment or Board membership between Constellation
Energy Group and any person and shall not be deemed to be consideration for, or
a condition of, continued employment or Board membership of any person.  (viii)Successors In the event Constellation Energy Group becomes a
party to a merger, consolidation, sale of  13 
   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.  14