EXHIBIT 2(a)
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                              TERMINATION AGREEMENT



      TERMINATION  AGREEMENT by and among BALTIMORE GAS AND ELECTRIC COMPANY,  a
corporation  formed  under the laws of the state of  Maryland  ("BGE"),  POTOMAC
ELECTRIC POWER COMPANY,  a corporation  formed under the laws of the District of
Columbia and the Commonwealth of Virginia  ("Pepco"),  and CONSTELLATION  ENERGY
CORPORATION (formerly RH Acquisition Corp.), a corporation formed under the laws
of the  State  of  Maryland  and the  Commonwealth  of  Virginia,  50% of  whose
outstanding  capital stock is owned by BGE and 50% of whose outstanding  capital
stock is owned by Pepco (the  "Company,"  and together  with BGE and Pepco,  the
"Parties").

      WHEREAS,  the Parties are parties to that  certain  Agreement  and Plan of
Merger, dated as of September 22, 1995 (the "Merger Agreement"); and

      WHEREAS,  the Parties have been authorized by their  respective  boards of
directors to terminate the Merger  Agreement and the  transactions  contemplated
thereby.

      NOW THEREFORE,  in  consideration of the mutual promises set forth herein,
the Parties agree as follows:

      Pursuant to and in accordance with the provisions of Section 9.1(a) of the
Merger Agreement, the Merger Agreement and the transactions contemplated thereby
are  terminated  effective  as of the date hereof and each of the Parties  shall
take  such  action  as is  reasonably  necessary  to  effect  such  termination,
including,  but not limited to, withdrawing or otherwise  concluding all pending
regulatory  proceedings  pertaining to the proposed  transactions and dissolving
the Company.

      This  Termination  Agreement shall be governed and construed in accordance
with the laws of the State of Maryland  applicable to contracts  executed in and
to be fully  performed in such State,  without giving effect to its conflicts of
laws, statutes, rules or principles.

      This  Termination  Agreement may be executed in one or more  counterparts,
each of  which  shall  be  deemed  to be an  original,  but all of  which  shall
constitute one and the same agreement.

      IN WITNESS  WHEREOF BGE,  Pepco and the Company have caused this agreement
to be executed by their respective officers thereunto duly authorized as of this
19th day of December, 1997.



                                          BALTIMORE GAS AND ELECTRIC COMPANY

                                          By:   /s/C. H. Poindexter
                                          Name:    C. H. Poindexter
                                          Title:   Chairman and Chief Executive
                                                   Officer

                                          POTOMAC ELECTRIC POWER COMPANY

                                          By:   /s/John M. Derrick, Jr.
                                          Name:    John M. Derrick, Jr.
                                          Title:   President and Chief Executive
                                                   Officer

                                          CONSTELLATION ENERGY CORPORATION

                                          By:   /s/David A. Brune
                                          Name:    David A. Brune
                                          Title:   Vice-President


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