Exhibit 10(d)


 





 


February 8,
2008


 


Mr. Henry
B. Barron


3549
Governors Island


Denver,
NC  28037


 


Dear
Brew:


 


On
behalf of Constellation Energy, I am pleased to confirm our offer of employment
to you as President, Chief Executive Officer Constellation Energy Nuclear Group,
Chief Nuclear Officer, Executive Vice President, Constellation Energy,
reporting to Mayo Shattuck, Chief Executive Officer, Constellation Energy, with
a start date to be April 1, 2008. 
All of us who have met with you are convinced you will make a
significant contribution to the growth and success of Constellation Energy and
that you will find your experience challenging and rewarding.


 


Your
starting annualized base salary will be $575,000 earned and paid bi-weekly.  You will also participate in the company’s annual incentive
program which currently provides the opportunity to earn an annual performance
and results-based incentive award.  Your
2008 target opportunity will be 100% of your base salary and may increase or
decrease based on company and your individual performance.


 


In
addition to your cash compensation, you will participate in the long-term
incentive plan (LTIP) for Constellation Energy senior management.  Beginning in 2008, you will be eligible to
receive a grant that has an expected value of 150% of your annual base
salary.  Recent LTIP grants were
comprised of a mix of stock options and performance units.  Stock options vest on a ratable basis over
three years.  The value of the
performance units is a function of total shareholder return relative to peers
and vests at the end of a three-year period. 
You must be employed by the company on the vesting date in order to
receive the actual value of the grant. 
As an LTIP equity grant recipient, you will be subject to Constellation
Energy’s stock ownership requirements. 
The current guidelines for the stock ownership program are attached.


 


In
addition to your ongoing compensation, you will receive upon hire a signing
bonus of $2,300,000 of service-based restricted stock units that may be settled
at the sole discretion of Constellation Energy, in cash or stock, with 4 year
ratable vesting during your employment (25% of the grant will vest on the
anniversary of hire date and each of the next 3 years thereafter), with
dividends accumulated and paid out as applicable units vest.


 


As a member of executive
management, you are also entitled to certain supplemental benefits and
perquisites, which are summarized in the enclosed executive supplemental
benefits document.  Time-off and
salary-based benefits are prorated for 2008 service.  In addition, Constellation Energy provides a
competitive and comprehensive benefits program that offers paid vacation time,
pension and 401(k) plans and a flexible benefits program called myBENEFITS
that allows you to customize your benefits to meet your personal needs.  These benefits include medical, dental,
vision, life insurance, disability coverage, health and dependent care spending
accounts.  The company gives you money in
the form of flex credits to buy your benefits from a menu of choices. You
receive flex credits to buy medical and dental coverage.  When your choices cost more than the flex
credits you receive, you pay the difference through payroll deductions.  I have enclosed a document outlining
Constellation Energy’s flexible benefits program as well as information
summarizing flexible benefits costs and available credits.


 

















 


You will also be provided
with a Change in Control Severance Agreement, which will provide you with
severance benefits if your employment is terminated without cause or you resign
with good reason within 24 months after a change in control.


 


Regarding
relocation, Constellation Energy will provide you with a relocation benefit
that is administered for us by Prudential Corporation.  Please refer to the “Constellation
Energy Group Domestic Relocation Executive Policy” summary for a description of
your relocation benefit. Repayment terms and conditions of the relocation
benefit are described in the attached document entitled “Constellation Energy
Group, Inc.  Relocation Expense Repayment Agreement.”


 


To
ensure a smooth transition in our nuclear operation in light of the planned
retirement of our incumbent Chief Nuclear Officer, we have a critical business
need to announce on or after March 2, 2008 that you will be joining
Constellation Energy.


 


This
offer of employment is contingent upon your completing, to the company’s
satisfaction, Constellation Energy’s employment screening process, which
includes all of the following: (1) a credit and criminal background
inquiry; (2) reference checks; (3) the company’s drug test; and (4) verification
of your education and prior work experience.


 


In
addition, this offer of employment is contingent on the following: (1) your
execution and return to us of the enclosed confidential information and
intellectual property agreement; (2) your execution and return to us of an
acknowledgment of receipt and review of Constellation Energy’s Principles of
Business Integrity; and (3) your execution and return to us of the
attached document entitled “Constellation Energy Group, Inc. Relocation Expense
Repayment Agreement.”


 


Constellation
Energy begins the employment screening process upon our receipt of your
completed and signed employment application and release forms (enclosed), and
we will work with you to arrange a substance screening at a medical facility
near your current home.


 


Neither
this offer letter nor the employment application constitutes an employment
contract.  If you are employed by the
Company, your employment will be at-will. 
This employment offer will remain in effect through February 13,
2008.


 


Please
sign and return a copy of this letter, employment application and release
forms, the confidential information and intellectual property agreement, the acknowledgment
of receipt and review of Constellation Energy’s Principles of Business
Integrity and the document entitled “Constellation Energy Group, Inc. Relocation
Expense Repayment Agreement,” no later than February 13, 2008, to me to
indicate your understanding and acceptance of the terms of your employment.  If you have any
further questions, feel free to call me at xxx-xxx-xxxx or Tom Ruszin, Vice
President of Total Rewards, Human Resources at xxx-xxx-xxxx.


 

















 


Brew,
I look forward to having you join Constellation Energy and am confident you
will contribute to Constellation Energy’s success.


 


Very
truly yours,


 




	
  /s/
  Michael J. Wallace

  	
   

  






 


Michael
J. Wallace


 


cc:  Mayo A. Shattuck


 


 


I accept the employment
offer and the terms stated above.


 


 


Henry B. Barron


 




	
  /s/ Henry B. Barron

  	
   

  	
  2/11/08

  
	
  Signature

  	
   

  	
  Date

  






 


Enclosures:


·                  common stock ownership guidelines


·                  executive supplemental benefits


·                  2008 flexible group benefits information sheet


·                  2008 rates and flex credits


·                  employment application


·                  USiS background authorization form


·                  agreement regarding confidential information
and intellectual property


·                  principles of business integrity and
acknowledgement card


·                  domestic relocation executive policy summary


·                  relocation expense repayment agreement