EXHIBIT 10(G)

                       BALTIMORE GAS AND ELECTRIC COMPANY
                                RETIREMENT PLAN
                           FOR NON-EMPLOYEE DIRECTORS

    1.    OBJECTIVE.   The objective  of  this Plan  is to  provide Non-Employee
Directors of BGE with retirement benefits in recognition of their service on the
Board of  Directors  of BGE,  and  to assist  BGE  in attracting  and  retaining
individuals who are highly qualified to serve on the Board of Directors of BGE.

    2.   DEFINITIONS.  As used herein, the following terms will have the meaning
specified below:

    "Annual Retainer" means the  amount payable by BGE  to a Director as  annual
compensation  for  performance of  services as  a  Director at  the time  of the
Non-Employee  Director's  Retirement.  All  other  amounts  (including   without
limitation  board/committee meeting fees, committee chair retainers, and expense
reimbursements) shall  be  excluded in  calculating  the amount  of  the  Annual
Retainer.

    "BGE"  means Baltimore Gas and Electric  Company, a Maryland corporation, or
its successor.

    "Director" means a member of the Board of Directors of BGE.

    "Non-Employee Director" means  a Director  who is  not, and  will never  be,
eligible  to receive  employee retirement  benefits from  BGE or  any affiliated
company.

    "Plan" means the BGE Retirement Plan for Non-Employee Directors.

    "Retirement" means ceases membership on the Board of Directors of BGE.

    3.  PLAN ADMINISTRATION.  The Plan is administered by the Vice President  --
Management  Services  of  BGE,  who  has  sole  authority  (except  as specified
otherwise herein) to  interpret the  Plan, and, in  general, to  make all  other
determinations  advisable  for the  administration of  the  Plan to  achieve its
stated objective. The Plan Administrator shall have the power to delegate all or
any part  of his/her  duties to  one or  more designees,  and to  withdraw  such
authority, by written designation.

    4.   ELIGIBILITY AND PARTICIPATION.   A Non-Employee Director is eligible to
participate in the Plan if he/she has served  as a Director of BGE for at  least
five years prior to Retirement.

    5.   AMOUNT AND TIMING  OF PLAN BENEFIT PAYOUT.   An eligible participant is
entitled to an annual  benefit amount equal to  the Annual Retainer. The  Annual
Retainer  is payable in cash  each year for life;  however, no payments shall be
made after a participant's death.

    Payment of the Annual  Retainer to a participant  who on his/her  Retirement
date  is  at least  age 60  shall be  made within  the first  sixty days  of the
applicable calendar  year,  beginning  with  the  calendar  year  after  his/her
Retirement.  Payment of the  Annual Retainer to all  other participants shall be
made within the first sixty days of the applicable calendar year, beginning with
the calendar year after the later to occur of his/her (1) 65th birthday, or  (2)
Retirement.  The Plan  Administrator may, in  his/her sole  discretion, vary the
manner and timing of payments to participant.

    6.  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.

    7.  AMENDMENT; TERMINATION.  This Plan  may be amended from time to time  or
suspended  or terminated at any  time, at the written  direction of the Board of
Directors. However,  amendments required  to keep  the Plan  in compliance  with
applicable  laws and regulations (including  tax rules) may be  made by the Plan
Administrator, on advice of counsel. No amendment to or termination of this Plan
shall prejudice  the  rights of  any  participant entitled  to  receive  payment
hereunder at the time of such action.

    8.   MISCELLANEOUS.   With respect to  Plan benefits, a  participant has the
status of a general unsecured creditor of  BGE, and the Plan constitutes a  mere
promise  by BGE to make  benefit payments in the future.  It is the intention of
BGE and each  participant that the  Plan be  unfunded for tax  purposes and  for
purposes of Title I of the Employee Retirement Income Security Act of 1974.

    A  participant's  Plan  benefits  shall  not  be  subject  to  alienation or
assignment by any participant nor shall any of them be subject to attachment  or
garnishment  or other legal process except  to the extent specially mandated and
directed by applicable state or federal statute.

    Participation in this  Plan shall  not constitute a  contract of  employment
between BGE and any person and shall not be deemed to be consideration for, or a
condition of, any person's employment by, or continual service as a Director of,
BGE or any affiliated company.

    This Plan shall be governed in all respects by Maryland law.

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