EXHIBIT 10(f)



                     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.


     "Retires", "Retired" or  "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

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     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.

     Effective for  Directors who  Retire on  or after  December 31,  1994,
     payment of  the Annual Retainer 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

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     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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