8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  November 3, 2010

1-12869	52-1964611
(Commission File Number)	(IRS Employer Identification No.)

CONSTELLATION ENERGY

GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

100 Constellation Way, Baltimore, MARYLAND	21202
(Address of Principal Executive Offices)	(Zip Code)

(410) 470-2800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry Into a Material Definitive Agreement

As previously described in Item 1.01 of the Current Report on Form 8-K of Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), filed with the Securities and Exchange Commission (“SEC”) on November 1, 2010, which description is incorporated herein by reference, on October 26, 2010, Constellation and Electricité de France, S.A., a société anonyme organized under the laws of France (“EDF”), entered into a Master Agreement (the “Master Agreement”) that provides for a series of transactions among Constellation, EDF and several of their respective subsidiaries.

On November 3, 2010, Constellation and EDF closed the transactions contemplated by the Master Agreement (the “Closing”) and signed various agreements and other documents as contemplated by the Master Agreement.

At the Closing, Amendment No. 3 (“Amendment No. 3”) to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, dated as of November 6, 2009, (as amended, the “Operating Agreement”), by and among Constellation Nuclear, LLC, a Delaware limited liability company (“CNL”), CE Nuclear, LLC, a Delaware limited liability company, Constellation Energy Nuclear Group, LLC, a Maryland limited liability company (“CENG”), EDF Inc., a Delaware corporation (formerly known as EDF Development, Inc. (“EDFD”)) and E.D.F. International S.A., a société anonyme organized under the laws of France (“EDFI”) was executed.  Amendment No. 3 reflects the agreements of Constellation and EDF under the Master Agreement regarding CENG, which included the following:

·The right of first offer provision that governs any sales by Constellation or EDF of their respective membership interests in CENG has been amended to modify the time that existing members have to respond to the right of first offer or to transfer their membership interests to a third party (if the right of first offer is not exercised), to prohibit the grant of exclusivity to a prospective third party buyer if such grant would prohibit or restrict one member from entertaining, negotiating or accepting an offer from another member, and to provide for due diligence to be conducted by a prospective third-party buyer.

·The special matters requiring the unanimous approval of the Board of Directors of CENG have been amended to reflect the terms of the new power purchase agreements entered into by certain of the subsidiaries of CENG, as contemplated by the Master Agreement.

The foregoing summary of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 3, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02               Termination of a Material Definitive Agreement

The disclosure set forth in Item 1.01 to this Current Report is incorporated into this item by reference.

Termination of the Master Put Option and Membership Interest Purchase Agreement

At the Closing, and pursuant to the terms of the Master Agreement, Constellation and EDF terminated the Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008, by and among Constellation, EDFD, EDFI, CNL and CENG (as amended, the “Master Put Agreement”).

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At the Closing, EDFD, EDFI, CNL and CENG, as parties to the Master Put Agreement, executed a Put Termination Agreement, dated as of November 3, 2010, pursuant to which these parties joined Constellation and EDF in terminating the Master Put Agreement and providing releases, all on the same terms as in the Master Agreement.

As a result of the termination of the Master Put Agreement, among other things, Constellation terminated its option to cause EDFD to purchase certain non-nuclear generation assets for an amount up to $2 billion.

Termination of the Investor Agreement and Stock Purchase Agreement

Also at the Closing, Constellation, EDFD and EDFI entered into a Termination Agreement, pursuant to which Constellation, EDFD and EDFI agreed to terminate, effective as of November 3, 2010, (i) the Amended and Restated Investor Agreement (the “Investor Agreement”) by and between EDFI and Constellation, dated December 17, 2008, and (ii) the Stock Purchase Agreement by and among EDFD, EDFI and Constellation, also dated December 17, 2008 (under which Constellation sold $1 billion of preferred stock to EDFD in 2008, which was redeemed in 2009).

As a result of the termination of the Investor Agreement, EDFI relinquished its right to appoint a director to the Board of Directors of Constellation and has been released from the standstill, voting and other provisions that applied to EDFI.  Consistent with this, as discussed in Item 5.02 of the Current Report on Form 8-K of Constellation filed with the SEC on November 1, 2010, the resignation of Samuel Minzberg, EDFI’s designee on the Board of Directors of Constellation, became effective as of November 3, 2010.

The foregoing summary of the Master Agreement, the Put Termination Agreement, the Termination Agreement, the other agreements and documents attached to them, and the various transactions contemplated by them do not purport to be complete and are qualified in their entirety by reference to (i) the Master Agreement and the exhibits thereto, a copy of which was filed as Exhibit 2.1 of the Current Report on Form 8-K of Constellation filed with the SEC on November 1, 2010, (ii) the Put Termination Agreement, a copy of which is attached hereto as Exhibit 2.1, and (iii) the Termination Agreement, a copy of which is attached hereto as Exhibit 10.2, each of which is incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Description
2.1	Put Termination Agreement dated as of November 3, 2010, by and among EDFD, EDFI, CNL and CENG.
10.1	Amendment No. 3 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, by and among CNL, CEN, EDFD and EDFI.
10.2	Termination Agreement dated as of November 3, 2010, by and among EDFD, EDFI and Constellation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		CONSTELLATION ENERGY GROUP, INC.
		(Registrant)
Date:	November 8, 2010	/s/ Charles A. Berardesco
		Name:  Charles A. Berardesco
		Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Put Termination Agreement dated as of November 3, 2010, by and among EDFD, EDFI, CNL and CENG.
10.1	Amendment No. 3 to the Second Amended and Restated Operating Agreement of Constellation Energy Nuclear Group, LLC, by and among CNL, CEN, EDFD and EDFI.
10.2	Termination Agreement dated as of November 3, 2010, by and among EDFD, EDFI and Constellation.

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EX-2.1

Exhibit 2.1

Execution Copy

PUT TERMINATION AGREEMENT

THIS PUT TERMINATION AGREEMENT (this “Agreement”), dated as of November 3, 2010, by and among EDF Inc. (f/k/a EDF Development Inc.), a Delaware corporation (“EDFD”), E.D.F. International S.A. (f/k/a Electricité de France International, S.A.), a French société anonyme (“EDFI”), Constellation Nuclear, LLC, a Delaware limited liability company (“CN”) and Constellation Energy Nuclear Group, LLC (“CENG”), a Maryland limited liability company (“CENG”, and together with EDFD, EDFI and CN, the “Parties”).

W I T N E S S E T H :

WHEREAS, on October 26, 2010, Constellation Energy Group, Inc. (“Constellation”) and Electricité de France, S.A. entered into a Master Agreement (the “Master Agreement”), whereby they agreed, among other things, to terminate and to cause their respective Subsidiaries (as defined in the Master Agreement) to terminate, on the date hereof, the Master Put Option and Membership Interest Purchase Agreement by and among Constellation, EDFD, EDFI, CN and CENG, dated as of December 17, 2008 (as amended, the “Put Agreement”); and

WHEREAS, the Parties desire to terminate the Put Agreement as provided in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

TERMINATION

Section 1.1Termination of the Put Agreement.  The Parties hereby immediately, irrevocably, unconditionally and without any further action by any Person (as defined in Section 2.1(c)) terminate in full the Put Agreement, which shall henceforth be null and void, and each Party for itself and its Affiliates (as defined below), predecessors, successors in interest, assigns, equityholders, members, partners, principals, officers, directors, attorneys, agents and other representatives hereby absolutely and irrevocably releases and forever discharges the other parties to the Put Agreement, together with their respective Affiliates, predecessors, successors in interest, assigns, equityholders, members, partners, principals, officers, directors, attorneys, agents and other representatives from liability for any and all claims, actions, causes of action, demands, debts, liens, contracts, agreements, promises, representations, torts, costs, legal fees, monies, obligations, judgments, damages or liabilities of any nature and kind and whether in law, equity, contract, tort or otherwise, in each case to the extent arising out of, or under, or relating to the Put Agreement, whether or not known now, heretofore or hereafter, whether anticipated or unanticipated, suspected or claimed, fixed or contingent, whether accrued or not and whether damage has yet resulted from such or not, which such party had, has or may ever have.  For

purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlled by, controlling or under common control with, such Person.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1Representations and Warranties of the Parties.  Each of EDFD, EDFI, CN and CENG hereby represents and warrants to the other, as of the date hereof, as follows:

(a)Organization.  Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority to carry on its business as it is now being conducted.

(b)Due Authorization.  Such Party has all right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance by such Party of this Agreement, and the consummation by such Party of the transactions contemplated hereby (i) are within the power and authority of such Party and (ii) have been duly authorized by all necessary action on the part of such Party.  This Agreement constitutes a valid and binding agreement of such Party enforceable against such Party in accordance with its respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity.

(c)Consents; No Violations.  Neither the execution, delivery or performance by such Party of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with, or result in a breach or a violation of, constitute a default under or give any third party the right to terminate or accelerate any obligation under any provision of (A) the organizational or governing documents of such Party, (B) any indenture, mortgage, loan agreement or material lease or any other material agreement to which such Party is a party or its assets are bound, (C) any material judgment, order or decree applicable to any such Party or its assets, or (D) any Law (as defined below) applicable to such Party or its assets, or (ii) require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity (as defined below) or any other Person .  For purposes of this Agreement, (i) “Governmental Entity” shall mean any supernational, national, foreign, federal, state or local judicial, legislative, executive, administrative, governmental or regulatory body, commission or authority (including any self-regulatory organization); (ii) “Law” shall mean, for any Person, all foreign, federal, state, and local laws, statutes, ordinances, rules, regulations, orders, permits, licenses, certificates of authority, judgments, decrees and bodies of law, in each case of or by any Governmental Entity, to which such Person or any of its business is subject; and (iii) “Person” shall mean any individual, firm, corporation, limited liability company, partnership, company, trust or other entity, and shall include any successor (by merger or otherwise) of such entity.

(d)Litigation.  There is no action, suit, claim, proceeding, arbitration, governmental inquiry or investigation pending or, to such Party’s Knowledge (as defined below), threatened against such Party, at law or in equity, before or by any governmental or regulatory

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department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if adversely determined, would prevent the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof.  For purposes of this Agreement, “Knowledge”, with respect to each Party, shall mean the actual knowledge of any executive officer of such Party.

ARTICLE III

MISCELLANEOUS

Section 3.1Successors and Assigns.  This Agreement shall bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs and personal representatives.

Section 3.2Entire Agreement.  This Agreement, the Master Agreement and the transactions and agreements contemplated thereby contain the entire agreement among the Parties with respect to the termination of the Put Agreement and supersede all prior and contemporaneous arrangements or understandings with respect thereto.

Section 3.3Notices.  All notices, requests, consents and other communications hereunder to any Party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by telecopy, nationally recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such Party at the address set forth below or such other address as may hereafter be designated in writing by such Party to the other Parties:

(i)if to CENG to:

Constellation Energy Nuclear Group, LLC

750 East Pratt Street

Baltimore, Maryland 21202

Phone: (410) 470-3011

Fax:  (410) 470-5766
Attention:Charles A. Berardesco

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
655 15th Street, NW

Washington, DC 20005

Phone: (202) 879-5000
Fax:  (202) 879-5200
Attention: George P. Stamas and Mark D. Director

(ii)If to CN to:

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Constellation Nuclear, LLC

750 East Pratt Street

Baltimore, Maryland 21202

Phone: (410) 470-3011

Fax:  (410) 470-5766
Attention:Charles A. Berardesco

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
655 15th Street, NW

Washington, DC 20005

Phone: (202) 879-5000
Fax:  (202) 879-5200
Attention: George P. Stamas and Mark D. Director

(iii)If to EDFI to:

E.D.F. International S.A.

20, Place de la Défense

92050 Paris

France

Phone: +33 1 56 65 08 71

Fax: +33 1 56 65 20 03

Attention:  Anne Collas-Thiebault

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Phone: (212) 225-2000

Fax: (212) 225-3999

Attention: Neil Q. Whoriskey and Pierre-Yves Chabert

(iv)if to EDFD to:

EDF Inc.
5404 Wisconsin Avenue, Suite 400

Chevy Chase, MD 20815

Phone: (202) 744-8019

Fax: (202) 744-8049

Attention:  Alexander Daniels

with a copy (which shall not constitute notice) to:

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Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Phone: (212) 225-2000

Fax: (212) 225-3999

Attention: Neil Q. Whoriskey and Pierre-Yves Chabert

All such notices, requests, consents and other communications shall be deemed to have been given or made if and when delivered personally or by overnight courier to the Parties at the above addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified above (or at such other address or telecopy number for a Party as shall be specified by like notice).  Any notice delivered by any Party hereto to any other Party hereto shall also be delivered to each other Party hereto simultaneously with delivery to the first Party receiving such notice.

Section 3.4Counterparts.  This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

Section 3.5Headings.  The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

Section 3.6Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.7Dispute Resolution.  In the event of any dispute arising out of or in connection with this Agreement, including any dispute regarding its existence, breach, termination or validity, each Party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure.  All disputes arising out of or in connection with this Agreement (including as to existence, breach, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with said Rules.  The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of America.  The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules.  The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of law of the State of New York.  The language of the arbitration shall be English.  Evidence shall be provided in English and pleadings shall be done in English.   The arbitral tribunal shall render its decision within six months from the date of signature of the terms of reference.  Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding.  Without limiting the authority conferred on the arbitral tribunal by this Agreement and the Rules, the arbitral tribunal shall have the authority to award specific performance.  The Parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal.  The

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Parties hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York sitting in the Borough of Manhattan, and agree not to raise any objection to venue in such court, with respect to the enforcement of this Section 3.7 and any application to confirm, vacate or modify the decision or award of the arbitration tribunal.  The Parties agree that, once confirmed, the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found.

Section 3.8Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 3.9Amendment and Waivers.  No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties.  Any Party may (i) waive any inaccuracies in the representations and warranties of another Party contained herein or in any document delivered by another Party pursuant hereto or (ii) waive compliance with any of the agreements of another Party contained herein.  Any such waiver shall be valid only if set forth in an instrument in writing signed by the Parties to be bound thereby.  Any such waiver shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first above written.

CONSTELLATION ENERGY NUCLEAR GROUP, LLC
By:	/s/ Steven L. Miller
	Name: Steven L. Miller
	Title: Authorized Signatory
E.D.F. INTERNATIONAL S.A.
By:	/s/ Steven Wolfram
	Name: Steven Wolfram
	Title: General Counsel — Development, EDF S.A.
EDF INC.
By:	/s/ Jean-Pierre Benque
	Name: Jean-Pierre Benque
	Title: President
CONSTELLATION NUCLEAR, LLC
By:	/s/ Charles A. Berardesco
	Name: Charles A. Berardesco
	Title: Authorized Signatory

Signature Page to Put Termination Agreement

EX-10.1

Exhibit 10.1

Execution Copy

AMENDMENT NO. 3 TO THE
SECOND AMENDED AND RESTATED OPERATING AGREEMENT

This AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Amendment”) is entered into as of November 3, 2010, by and among Constellation Nuclear, LLC (“CNL”), a Delaware limited liability company and wholly owned subsidiary of Constellation Energy Group, Inc. (“Constellation”), CE Nuclear, LLC (“CEN”), a Delaware limited liability company, and EDF Inc. (f/k/a EDF Development Inc.) (“EDFD”), a Delaware corporation and a wholly owned subsidiary of E.D.F. International S.A. (“EDFI”), as Members, and Constellation Energy Nuclear Group, LLC, a Maryland limited liability company (the “Company”).

WITNESSETH:

WHEREAS, on December 15, 1999, the Company was formed as a wholly owned subsidiary of Constellation under the Maryland Limited Liability Company Act, as amended from time to time, pursuant to Articles of Organization filed with the Maryland Department of Assessments and Taxation;

WHEREAS, Constellation entered into a second amended and restated operating agreement of the Company, dated as of November 6, 2009 (the “Second Amended and Restated Operating Agreement”), which amended and restated the operating agreement of the Company, dated as of July 1, 2002; and

WHEREAS, the Parties desire to amend the Second Amended and Restated Operating Agreement as provided in this Amendment.

AGREEMENT:

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, agreements and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.Defined Terms.  Capitalized terms used in this Amendment without separate definition shall have the respective meanings assigned to such terms in the Second Amended and Restated Operating Agreement.

SECTION 2.Amendment to Section 9.3.  Section 9.3 of the Second Amended and Restated Operating Agreement is hereby amended by deleting it in its entirety and replacing it with the text that follows so that, as amended, Section 9.3 of the Second Amended and Restated Operating Agreement shall read as follows:

Section 9.3Right of First Offer.

(a)Except in the case of a Transfer to a Permitted Transferee pursuant to Section 9.2, prior to the Transfer of Membership Interests, the Member(s) proposing to Transfer all or any portion of its Membership Interest (the “Offering

Member”) must deliver a Transfer Notice to the other Member(s) who is not an Affiliate of the Offering Member at least sixty (60) Days prior to the proposed Transfer.  The other Member(s) who is not an Affiliate of the Offering Member shall have the option to purchase all of the Membership Interests proposed to be Transferred for the cash purchase price set forth in the Transfer Notice and pursuant to the other terms and conditions set forth in this Agreement.  The other Member(s) who is not an Affiliate of the Offering Member shall have sixty (60) Days from receipt of the Transfer Notice (the “Transfer Acceptance Period”) in which to exercise its option to purchase all of the Membership Interests pursuant to this Section 9.3(a) by providing written notice of exercise of the option to the Offering Member and to the Company.

(b)In the event that, at the end of the Transfer Acceptance Period, the other Member(s) who is not an Affiliate of the Offering Member has not elected to purchase all of the Membership Interests proposed to be Transferred, then the Offering Member shall be free to consummate the transaction described in the Transfer Notice, provided, that within 90 days after the end of the Transfer Acceptance Period, a definitive agreement is executed for the sale of such Membership Interests, and the terms and conditions (including price) in such agreement are no more favorable to the purchaser than those set forth in the Transfer Notice.  Prior to the execution of such definitive agreement, the Offering Member shall not grant exclusivity to a prospective third party purchaser (the “Third Party Purchaser”) to the extent such grant of exclusivity would prohibit or restrict the Offering Member from entertaining, negotiating or accepting an offer by another Member in respect of the subject Membership Interest.  In the event a Member exercises the option to purchase under Section 9.3(a), but such Member fails to tender the required consideration at the closing, in addition to being entitled to complete the proposed transaction, the Offering Member shall have all rights and remedies against the other Member available for breach of contract.

(c)The parties shall use their reasonable efforts to close any purchase under Section 9.3 as promptly as possible after (i) the other Members provide written notice of the exercise of their option under Section 9.3(a) or (ii) the Offering Member executes a definitive agreement as contemplated by Section 9.3(b), as applicable.  At the closing, the Offering Member shall deliver to the purchaser an executed assignment of the subject Membership Interest satisfactory in form to counsel for the Company, and the purchaser shall deliver the purchase price in cash or immediately available funds.  The Offering Member and the purchaser each shall execute and deliver such other documents as may reasonably be requested by the other.  If the closing of any purchase by the other Members under Section 9.3(a) does not occur within one (1) year after the expiration of the Transfer Acceptance Period, then the right to close on the purchase shall lapse and the Offering Member may sell the Membership Interests proposed to be Transferred in accordance with Section 9.3(b) (on terms and conditions (including price) no more favorable to the purchaser than those set forth in the Transfer Notice) as if the other Members had elected not to purchase the Offering Member’s interests.

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(d)In connection with a reasonable due diligence investigation conducted by the Third Party Purchaser in relation to a Transfer pursuant to Section 9.3(b) by the Offering Member, the parties hereby agree that they shall cause the Company as soon as practicable after the giving of a transfer notice to prepare a data room and otherwise to provide reasonable access (during regular business hours upon reasonable notice) to the offices, properties, plants, other facilities, books and records, officers, directors, employees, agents, financial advisors, accountants and counsel of the Company and furnish such additional financial and operating data and other information regarding the business, operations, assets, liabilities and financial condition of the Company as the Offering Member or the Third Party Purchaser may reasonably request, subject to such Third Party Purchaser signing a customary confidentiality agreement with the Offering Member and the Company regarding any information to be delivered to such Third Party Purchaser.  Such access shall continue until the closing of the sale to the Third Party Purchaser, or termination of the sales process with such Third Party Purchaser.

SECTION 3.Amendment to Article I.  Article I of the Second Amended and Restated Operating Agreement is hereby amended by adding the text that follows:

““Product” has the meaning assigned in the applicable CECG Power Purchase Agreement.”

SECTION 4.Amendment to Section 7.2(j)(xxv).  Section 7.2(j)(xxv) of the Second Amended and Restated Operating Agreement is hereby amended by deleting clause (ii) therein so that, as amended, Section 7.2(j)(xxv) of the Second Amended and Restated Operating Agreement shall read as follows:

“(xxv)From such time that the credit rating of Constellation’s senior unsecured debt is below BBB- according to S&P or Baa3 according to Moody’s, the decision to enter into any Monthly Energy Hedge Transaction under any CECG Power Purchase Agreement after such event which requires the delivery of Product on or after January 1, 2012;”

SECTION 5.Amendment to Section 7.2(j)(xxix).  Section 7.2(j)(xxix) of the Second Amended and Restated Operating Agreement is hereby amended by deleting the text that follows so that, as amended, Section 7.2(j)(xxix) of the Second Amended and Restated Operating Agreement shall read as follows:

“ (xxix)[RESERVED].”

SECTION 6.Amendment to Exhibit D.  Exhibit D to the Second Amended and Restated Operating Agreement is hereby amended by deleting Exhibit D in its entirety and replacing it with the exhibit attached hereto as Exhibit D.

SECTION 7.Effect of Amendment.  The parties hereto agree that, except as expressly set forth herein, all terms of the Second Amended and Restated Operating Agreement shall remain in full force and effect.  In the event of any inconsistency or conflict between the

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Second Amended and Restated Operating Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

SECTION 8.Entire Agreement.  This Amendment and the Second Amended and Restated Operating Agreement, including the Exhibits, Schedules and other documents referred to therein which form a part thereof, contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein.  From and after the execution of a counterpart hereof by the parties hereto, any reference to the Second Amended and Restated Operating Agreement shall be deemed to be a reference to the Second Amended and Restated Operating Agreement as amended hereby.

SECTION 9.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the state of Maryland without regard to principles of conflict of laws.

SECTION 10.Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall constitute an original, and all of which taken together shall constitute one instrument.  Any signature page delivered by a facsimile machine shall be binding to the same extent as an original signature page.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be duly executed, all as of the day and year first above written.

CONSTELLATION NUCLEAR, LLC
By:	/s/ Charles A. Berardesco
	Name: Charles A. Berardesco
	Its: Assistant Secretary
CE NUCLEAR, LLC
By:	/s/ Charles A. Berardesco
	Name: Charles A. Berardesco
	Its: Assistant Secretary
EDF INC.
By:	/s/ Jean-Pierre Benque
	Name: Jean-Pierre Benque
	Its: President
CONSTELLATION ENERGY NUCLEAR GROUP, LLC
By:	/s/ Steven L. Miller
	Name: Steven L. Miller
	Its: Senior Vice President and Secretary

Signature Page to Amendment to

Second Amended and Restated CENG Operating Agreement

Exhibit D

Risk Profile Guidelines

(Revised Guidelines Adopted November 2010)

Any capitalized term used in this Exhibit D and not otherwise defined in this Agreement shall have the meaning given to such term in the CECG Power Purchase Agreements and the EDFTNA Power Purchase Agreements.

Core Risk Policy

·These Risk Profile Guidelines will guide the activities of the Company and the Company Generation-Subs.

·These Risk Profile Guidelines may be amended from time to time by the Board of Directors upon the recommendation of the Audit and Finance Committee.

·The Audit and Finance Committee of the Board of Directors will identify the products which the Company may use to implement its risk management strategy.  Use of such products will serve two objectives:

(1)fixing the price of a portion of the Company’s anticipated future energy sales in accordance with the hedging strategy described below (the “Hedging Strategy”) so as to (A) provide the Company with an acceptable rate of return on the Nuclear Facilities and (B) help control potential EBITDA volatility over a three-year planning horizon; and

(2)providing the Company’s management with flexibility in managing the future physical operation of the Nuclear Facilities.

·The Company will implement the Hedging Strategy.

·The Company will not engage in any speculative trading based on the Nuclear Facilities’ physical generation position, due to price anticipation or otherwise.

·The Company will take reasonable measures, if available, to address “intrinsic” or “unhedgeable” risk (e.g., volume uncertainty, macroeconomic events).

·The Company will ensure the adequacy of its risk policy given available capital and financial constraints.

·The Company will ensure consistency between its risk policy, financial objectives and Hedging Strategy.

·In implementing the Risk Profile Guidelines, the Company will comply with all applicable rules and regulations.

Hedging Strategy (applicable through 2014)

·The Hedging Strategy focuses on reducing exposure to forward energy and related product prices through a rolling hedging process aimed at improving the predictability of revenues over the next three full calendar years.

·Pursuant to the Hedging Strategy, during each calendar year up to the end of 2014:

(i)The initial target hedge ratios will be:

(a)Year 1:  100%(1)

(b)Year 2:  60%

(c)Year 3:  30%

(ii)The target hedge ratios may be adjusted from time to time by the Board of Directors upon the recommendation of the Audit and Finance Committee.

(iii)During the Terms of the CECG Power Purchase Agreements and the EDFTNA Power Purchase Agreements, if the Company-Generation Subs enter into Monthly Energy Hedge Transactions under the CECG Power Purchase Agreements and the EDFTNA Power Purchase Agreements, they will do so such that the aggregate amount of Hedged Quantity of Product represents a percentage of the aggregate Available Energy of all the Nuclear Units during Years 1—3 approximately equal to the target hedge ratios.

(a)Except as set forth in clause (b) below, the Company-Generation Subs will enter into Monthly Energy Hedge Transactions under the EDFTNA Power Purchase Agreements and the CECG Power Purchase Agreements so that, at the conclusion of each calendar month, (x) the ratio of Hedged Quantity of Product to total Quantity in each of Years 1—3 under the CECG Power Purchase Agreements approximately equals (y) the ratio Hedged Quantity  of

(1)  The first such year will be 2011.  The Monthly Energy Hedge Transactions entered into in November 2010 and December 2010 will cover the increase in the initial target hedge ratio for 2011 on a ratable basis.  In addition, for the months of November 2010 and December 2010, any unhedged volumes (e.g. the 5% non-hedged portion) shall be sold at index.

Product to total Quantity in each of Years 1—3 under the EDFTNA Power Purchase Agreements.  The total Quantity shall reflect the total capacity of the unit in question less any Legacy PPAs and, for this purpose, shall also exclude volumes associated with the RSA at Nine Mile Point Unit 2, if so determined in accordance with (iv) below.

(b)Clause (a) will not apply at any time that the decision described at Section 7.2(j)(xxv) of the Agreement constitutes a “Special Matter,” at which time no further Monthly Energy Hedge Transactions will be entered into under the CECG Power Purchase Agreements unless agreed to by the Board of Directors and CECG.

(c)During the period that the decision described at Section 7.2(j)(xxv) of the Agreement constitutes a “Special Matter,” the Company may utilize third-party products (e.g., financial hedges) to hedge market risk with respect to future deliveries of Product under the CECG Power Purchase Agreements if approved by the Board.

(iv)At the Risk Group’s discretion, volumes of Energy subject to the “Monthly Price Adjustment” (as defined in the RSAs) may be subtracted from the estimated Energy output of the Nuclear Units in order to calculate Hedge Quantities with respect to any month during Years 1—3.

Additional Guidelines

·In the case of any exposure to foreign currency (“FX”) markets or interest rate (“IR”) risk  associated with the sale or purchase of any commodity (including in connection with nuclear fuel procurement activities), the Company will ensure that its FX and IR risk allocation process is consistent with the hedging strategies it employs in connection with the related commodities.

·With respect to counterparty credit risk, the Company will have no non-collateralized exposure to counterparties that fail to meet a credit rating threshold.  This provision will not apply to the CECG Power Purchase Agreements, EDFTNA Power Purchase Agreements and any other contracts in effect as of the Effective Date.

·Any transaction or investment to be entered into by the Company or any Company Generation-Sub with a term greater than three years must be approved by the Board of Directors.

·The Company will ensure that long-term investment or contractual decisions are based on an explicit consideration of risk exposure, employ a consistent risk/return approach (identifying the impact of the transaction on the Company’s net consolidated exposure) and serve to implement the Company’s risk management strategy.

Constellation Energy Nuclear Group, LLC Risk Group Responsibilities

·The Company’s consolidated physical and financial exposure will be continually assessed and managed by its risk personnel (the “Risk Group”).  Certain functions to be provided by the Risk Group may be outsourced to Constellation’s Corporate Risk personnel as of the Effective Date; provided, that the Company establishes an internal risk function within a reasonable period of time after the Effective Date.

·The Risk Group will assess exposure through the use of various risk indicators, including open position analysis, value-at-risk, earnings-at-risk, cash-at-risk, credit risk, operational risk and liquidity risk.

·The Risk Group will develop and implement an auditable deal capture and risk management information system.  This system will be designed to update market information (e.g., price, volatilities, volumes) as frequently as possible.

·The Risk Group will deliver risk reports at least monthly to the Board of Directors.  Such reports will include a quantitative assessment of the Company’s and each Company Generation-Sub’s financial and physical exposure.

·The Risk Group will develop and implement “alert procedures” which will notify the Board of Directors upon the occurrence of a breach of these Risk Profile Guidelines.

·Through the end of 2014, the Risk Group will deliver to the CEG Risk Group and the EDF Risk Group summaries of any agreements in which third-party products are utilized to hedge future deliveries by the Nuclear Units.

Additional Defined Terms

“RSAs” means (i) that certain Revenue Sharing Agreement, dated as of December 11, 2000, between Nine Mile Point Nuclear Station, LLC (as assignee of Constellation Nuclear, LLC) and Niagara Mohawk Power Corporation; (ii) that certain Revenue Sharing Agreement, dated as of December 11, 2000, between Nine Mile Point Nuclear Station, LLC (as assignee of Constellation Nuclear, LLC) and New York State Electric & Gas Corporation; (iii) that certain Revenue Sharing Agreement, dated as of December 11, 2000, between Nine Mile Point Nuclear Station, LLC (as assignee of Constellation Nuclear, LLC) and Rochester Gas and Electric Corporation; and (iv) that certain Revenue Sharing Agreement, dated as of December 11, 2000, between Nine Mile Point Nuclear Station, LLC (as assignee of Constellation Nuclear, LLC) and Central Hudson Gas & Electric Corporation.

“Legacy PPAs” means (i) that certain Power Purchase Agreement, dated as of December 11, 2000, between Nine Mile Point Nuclear Station, LLC (as assignee of Constellation Nuclear, LLC) and Niagara Mohawk Power Corporation; (ii) that certain Power Purchase Agreement, dated as of December 11, 2000, between Nine Mile Point Nuclear Station, LLC (as assignee of Constellation Nuclear, LLC) and New York State Electric & Gas Corporation; (iii) that certain Power Purchase Agreement, dated as of December 11, 2000, between Nine Mile Point Nuclear Station, LLC (as assignee of Constellation Nuclear, LLC) and Rochester Gas and Electric Corporation; (iv) that certain Power Purchase Agreement, dated as of December 11, 2000, between Nine Mile Point Nuclear Station, LLC (as assignee of Constellation Nuclear, LLC) and Central Hudson Gas & Electric Corporation; and (v) that certain Power Purchase Agreement, dated as of November 24, 2003, between R.E. Ginna Nuclear Power Plant, LLC (as assignee of Constellation Power Source, Inc.) and Rochester Gas and Electric Corporation.

EX-10.2

Exhibit 10.2

Execution Copy

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”), dated as of November 3, 2010, by and among EDF Inc. (f/k/a EDF Development Inc.), a Delaware corporation (“EDFD”), E.D.F. International S.A. (f/k/a Electricité de France International, S.A.), a société anonyme organized under the laws of France (“EDFI”) and Constellation Energy Group, Inc., a Maryland corporation (“Constellation”, and together with EDFD and EDFI, the “Parties”).

W I T N E S S E T H :

WHEREAS, on October 26, 2010, Constellation and Electricité de France, S.A. entered into a Master Agreement, whereby Constellation agreed, among other things, to terminate, and Electricité de France, S.A. agreed to cause its subsidiaries to terminate, the Amended and Restated Investor Agreement dated December 17, 2008 by and between Constellation and EDFI (the “Amended and Restated Investor Agreement”) and the Stock Purchase Agreement dated December 17, 2008, by and among Constellation, EDFD and EDFI (the “Stock Purchase Agreement”); and

WHEREAS, the Parties desire to terminate the Amended and Restated Investor Agreement and the Stock Purchase Agreement as provided in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

TERMINATION

Section 1.1Termination of the Amended and Restated Investment Agreement and Stock Purchase Agreement.  The Parties hereby immediately, irrevocably and unconditionally terminate in full the Amended and Restated Investment Agreement and the Stock Purchase Agreement, which shall henceforth be null and void, and each Party for itself and its Affiliates (as defined below), predecessors, successors in interest, assigns, equityholders, members, partners, principals, officers, directors, attorneys, agents and other representatives hereby absolutely and irrevocably releases and forever discharges the other parties to the Amended and Restated Investment Agreement and the Stock Purchase Agreement, together with their respective Affiliates, predecessors, successors in interest, assigns, equityholders, members, partners, principals, officers, directors, attorneys, agents and other representatives from liability for any and all claims, actions, causes of action, demands, debts, liens, contracts, agreements, promises, representations, torts, costs, legal fees, monies, obligations, judgments, damages or liabilities of any nature and kind and whether in law, equity, contract, tort or otherwise (“Losses”), in each case to the extent arising out of, or under, or relating to the Amended and Restated Investment Agreement, the Stock Purchase Agreement, the purchase of any

Constellation securities prior to the date hereof or the Parties’ capacities as shareholders prior to the date hereof of  one another, whether or not known now, heretofore or hereafter, whether anticipated or unanticipated, suspected or claimed, fixed or contingent, whether accrued or not and whether damage has yet resulted from such or not, which such party had, has or may ever have.  For purposes of this Agreement, “Affiliate” means, with respect to any Person (as defined in Section 2.1(c)), any other Person directly or indirectly controlled by, controlling or under common control with, such Person.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1Representations and Warranties of the Parties.  Each of Constellation, EDFD and EDFI hereby represents and warrants to the other, as of the date hereof, as follows:

(a)Organization.  Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority to carry on its business as it is now being conducted.

(b)Due Authorization.  Such Party has all right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance by such Party of this Agreement, and the consummation by such Party of the transactions contemplated hereby and thereby (i) are within the power and authority of such Party and (ii) have been duly authorized by all necessary action on the part of such Party.  This Agreement constitutes a valid and binding agreement of such Party enforceable against such Party in accordance with its respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity.

(c)Consents; No Violations.  Neither the execution, delivery or performance by such Party of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with, or result in a breach or a violation of, constitute a default under or give any third party the right to terminate or accelerate any obligation under any provision of (A) the organizational or governing documents of such Party, (B) any indenture, mortgage, loan agreement or material lease or any other material agreement to which such Party is a party or its assets are bound, (C) any material judgment, order or decree applicable to any such Party or its assets, or (D) any Law (as defined below) applicable to such Party or its assets, or (ii) require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity (as defined below) or any other Person (as defined below).  For purposes of this Agreement, (i) “Governmental Entity” shall mean any supernational, national, foreign, federal, state or local judicial, legislative, executive, administrative, governmental or regulatory body, commission or authority (including any self-regulatory organization); (ii) “Law” shall mean, for any Person, all foreign, federal, state, and local laws, statutes, ordinances, rules, regulations, orders, permits, licenses, certificates of authority, judgments, decrees and bodies of law, in each case of or by any Governmental Entity, to which such Person or any of its business is subject; and (iii) “Person” shall mean any individual, firm, corporation, limited liability

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company, partnership, company, trust or other entity, and shall include any successor (by merger or otherwise) of such entity.

(d)Litigation.  There is no action, suit, claim, proceeding, arbitration, governmental inquiry or investigation pending or, to such Party’s Knowledge (as defined below), threatened against such Party, at law or in equity, before or by any governmental or regulatory department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if adversely determined, would prevent the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof.  For purposes of this Agreement, “Knowledge”, with respect to each Party, shall mean the actual knowledge of any executive officer of such Party.

ARTICLE III

MISCELLANEOUS

Section 3.1Successors and Assigns.  This Agreement shall bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs and personal representatives.

Section 3.2Entire Agreement.  This Agreement contains the entire agreement among the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior and contemporaneous arrangements or understandings with respect thereto.

Section 3.3Notices.  All notices, requests, consents and other communications hereunder to any Party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by telecopy, nationally recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such Party at the address set forth below or such other address as may hereafter be designated in writing by such Party to the other Parties:

(i)if to Constellation, to:

Constellation Energy Group, Inc.

750 East Pratt Street, 18th Floor

Baltimore, Maryland 21202

Phone: (410) 470-3011

Fax:  (410) 470-5766
Attention:Charles Berardesco

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
655 15th Street, NW

Washington, DC 20005

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Phone: (202) 879-5000
Fax:  (202) 879-5200
Attention: George P. Stamas and Mark D. Director

(ii)If to EDFI to:

E.D.F. International S.A.

20, Place de la Défense

92050 Paris

France

Phone: +33 1 56 65 08 71

Fax: +33 1 56 65 20 03

Attention:  Anne Collas-Thiebault

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Phone: (212) 225-2000

Fax: (212) 225-3999

Attention: Neil Q. Whoriskey and Pierre-Yves Chabert

(iii)if to EDFD to:

EDF Inc.
5404 Wisconsin Avenue, Suite 400

Chevy Chase, MD 20815

Phone: (202) 744-8019

Fax: (202) 744-8049

Attention:  Alexander Daniels

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Phone: (212) 225-2000

Fax: (212) 225-3999

Attention: Neil Q. Whoriskey and Pierre-Yves Chabert

All such notices, requests, consents and other communications shall be deemed to have been given or made if and when delivered personally or by overnight courier to the Parties at the above addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified above (or at such other address or telecopy number for a Party as shall be

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specified by like notice).  Any notice delivered by any Party hereto to any other Party hereto shall also be delivered to each other Party hereto simultaneously with delivery to the first Party receiving such notice.

Section 3.4Counterparts.  This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

Section 3.5Headings.  The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

Section 3.6Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.7Dispute Resolution.  In the event of any dispute arising out of or in connection with this Agreement, including any dispute regarding its existence, breach, termination or validity, each Party shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure.  All disputes arising out of or in connection with this Agreement (including as to existence, breach, termination and validity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appointed in accordance with said Rules.  The place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of America.  The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules.  The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of law of the State of New York.  The language of the arbitration shall be English.  Evidence shall be provided in English and pleadings shall be done in English.   The arbitral tribunal shall render its decision within six months from the date of signature of the terms of reference.  Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding.  Without limiting the authority conferred on the arbitral tribunal by this Agreement and the Rules, the arbitral tribunal shall have the authority to award specific performance.  The Parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal.  The Parties hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York sitting in the Borough of Manhattan, and agree not to raise any objection to venue in such court, with respect to the enforcement of this Section 2.7 and any application to confirm, vacate or modify the decision or award of the arbitration tribunal.  The Parties agree that, once confirmed, the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found.

Section 3.8Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party.  Upon such determination that any term or other provision is

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invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 3.9Amendment and Waivers.  No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties.  Any Party may (i) waive any inaccuracies in the representations and warranties of another Party contained herein or in any document delivered by another Party pursuant hereto or (ii) waive compliance with any of the agreements of another Party contained herein.  Any such waiver shall be valid only if set forth in an instrument in writing signed by the Parties to be bound thereby.  Any such waiver shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first above written.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Charles A. Berardesco
	Name: Charles A. Berardesco
	Title: Senior Vice President and Secretary
E.D.F. INTERNATIONAL S.A.
By:	/s/ Steven Wolfram
	Name: Steven Wolfram
	Title: General Counsel — Development, EDF S.A.
EDF INC.
By:	/s/ Jean-Pierre Benque
	Name: Jean-Pierre Benque
	Title: President

Signature Page to Termination Agreement relating to

Amended and Restated Investor Agreement