Exhibit 10(b)


AGREED UPON
DEPARTURE TERM SHEET


Set forth below are the key terms agreed upon between
Constellation Energy Group, Inc. (“Constellation”) and E. Follin Smith (“EFS”)
relating to EFS’ departure from Constellation.


 ̈  EFS’ final date of employment
will be May 18, 2007.


 ̈  Until February 18, 2008,
EFS will make herself available upon request by Constellation as a consultant
to aid in transition at times mutually agreed upon by the parties. Until the
end of May 2007, this time commitment shall not exceed 20 hours per week
and, from June 1, 2007 through February 18, 2008, this time
commitment shall not exceed 20 hours per month.


 ̈  From May 18, 2007 through May 18,
2009, EFS will not become an employee or Board member of any company which
directly and materially competes with Constellation (“Competitive Business”).


 ̈  In
recognition of EFS’ agreements above and her prior service to Constellation,
EFS will receive (or be entitled to):


(1)                                  29/36th of the amount EFS would have received under
the 05-07 LTIP Performance Unit Plan (“LTIP”) had her employment with
Constellation continued until the payment date. This amount shall be payable to
EFS in cash on the date cash payments under the LTIP are generally paid in 2008
to other employees participating in the LTIP.


(2)                                  17/24th of the $1.875 million (i.e.,
$1,328,125) EFS would have received under the 2006 cash-based LTIP award,
payable in cash on the date such LTIP payments are generally payable in 2008 to
other employees participating in the LTIP.


(3)                                  5/36th of the amount EFS would have received under
the 07-09 LTIP had her employment with Constellation continued
indefinitely. This amount shall be payable to EFS in cash on the date cash
payments under the LTIP are generally paid in 2010 to other employees participating
in the LTIP.


(4)                                  A
discretionary bonus for 2007 which will factor in EFS’ employment for 5/12 of
the year, payable in cash on the date such bonus payments are generally payable
in 2008 to Constellation employees.


(5)                                  29/36th of EFS’ 3,271 share 2005 unvested restricted
stock grant (and dividends accrued on those shares) shall vest immediately and
the remaining 7/36th of the award shall be cancelled.


(6)                                  17/36th of EFS’ 5,704 share 2006 unvested restricted
stock grant (and dividends accrued on those shares) shall vest immediately and
the remaining 19/36th of the award shall be cancelled.


(7)                                  5/36th of EFS’ 6,641 share 2007 unvested restricted
stock grant (and dividends accrued on those shares) shall vest immediately and
the remaining 31/36th of the award shall be cancelled.


Notwithstanding
anything to the contrary:


 ̈                                     any
payments due under clauses (1) through (2) above shall be paid
between January 1, 2008 and March 15, 2008; and,


 ̈                                     any
payments due under clause (3) above shall be paid between January 1,
2010 and March 15, 2010.


 ̈  EFS shall continue to be
indemnified and advanced expenses in accordance with Constellation’s charter
and/or bylaws and the employment agreement between EFS and Constellation dated
as of July 1, 2004 (“Employment Agreement”). EFS shall be covered under
Constellation’s directors’ and officers’ liability insurance policies until
such time as suits can no longer be brought against her as a matter of law.













 


 ̈  Other
or additional benefits and/or entitlements in accordance with the applicable
terms of applicable Constellation arrangements (e.g.,
401(k), payment of unreimbursed business expenses, etc.).


 ̈  Any disputes relating to this
Term Sheet shall be resolved in accordance with Section 20 of the
Employment Agreement. Any amount or benefit payable hereunder shall not be
subject to offset, counterclaim or recoupment by Constellation for any reason.


In the event
application of Section 409A would result in an additional 20% tax (and/or
interest and penalties) being imposed on any payment or benefit under Section 409A,
Constellation and EFS agree to amend this Term Sheet no later than December 31,
2007 to eliminate the application of such additional tax (and interest or
penalties) under Section 409A in a manner which preserves the parties’
economic entitlements hereunder.


	
  

  	
   

  	
  Constellation Energy Group, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ MAYO A.
  SHATTUCK III

  
	
   

  	
   

  	
   

  	
   

  	
  Mayo A. Shattuck III

  
	
   

  	
   

  	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ E. FOLLIN
  SMITH

  
	
   

  	
   

  	
   

  	
   

  	
  E. Follin Smith

  



 


Date:  May 18, 2007