0001047469-09-005267 Sample Contracts

SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • May 8th, 2009 • Baltimore Gas & Electric Co • Electric & other services combined • Maryland

This second amended and restated agreement (the “Agreement”) is made as of the 31st day of December, 2008, by and between CONSTELLATION ENERGY GROUP, INC. (the “Company”) and Michael J. Wallace (the “Executive”).

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AMENDMENT NO. 1
Credit Agreement • May 8th, 2009 • Baltimore Gas & Electric Co • Electric & other services combined • New York

Reference is made to the $3,850,000,000 Second Amended and Restated Credit Agreement, dated as of December 17, 2008 (the “Credit Agreement”), among Constellation Energy Group, Inc. (the “Borrower”), the lenders parties thereto and Wachovia Bank, National Association, as Administrative Agent (in such capacity, “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.

Re: Promotion to Treasurer - Compensation Package.
Baltimore Gas & Electric Co • May 8th, 2009 • Electric & other services combined • Maryland

On behalf of Constellation Energy Group, Inc. (the “Company”), I am pleased to summarize the principal terms of your employment as Treasurer of the Company. This letter agreement will be effective as of the date hereof.

INDIVIDUAL TERMINATION AGREEMENT, RELEASE AND WAIVER
Agreement, Release and Waiver • May 8th, 2009 • Baltimore Gas & Electric Co • Electric & other services combined • Maryland

This Agreement, Release and Waiver (“Agreement”) is entered into by and between Irving B. Yoskowitz (“Employee”) and Constellation Energy Group, Inc. (“Company”) (collectively, the “Parties”).

Constellation Energy Group, Inc. Baltimore, Maryland 21202 April 21, 2009
Baltimore Gas & Electric Co • May 8th, 2009 • Electric & other services combined

· that certain Master Put Option and Membership Interest Purchase Agreement, dated as of December 17, 2008 (the “Master Agreement”), by and among Constellation Energy Group, Inc., a Maryland corporation (“Seller”), Constellation Energy Nuclear Group, LLC, a Maryland limited liability company, EDF Development Inc., a Delaware corporation (“Purchaser”) and E.D.F. International S.A., a société anonyme organized under the laws of France (“EDFI”);

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