Exhibit No. 10(i)


 


Constellation
Energy Group, Inc.


750 E.
Pratt Street


Baltimore,
Maryland  21202


 


April 21, 2009


 


By Facsimile to +xx x xx
xx xx xx


 


E.D.F. International S.A.


Tour EDF


20, Place de la Défense


92050 Paris


France


Attention:  Marianne Laigneau


 


Dear Marianne:


 


Reference is made to the following:


 


·                  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”);


 


·                  that certain Amended and Restated Investor Agreement, dated as of December 17,
2008 (the “Investor Agreement”), by and between Seller and EDFI; and


 


·                  the Articles Supplementary (Series B Preferred Stock) of Seller,
which were filed with, and were accepted for record by, the Maryland State
Department of Assessments and Taxation, on December 17, 2008 (the “Articles
Supplementary”).


 


Capitalized terms used, but not otherwise defined,
herein shall have the meanings respectively ascribed to them in the Master
Agreement.


 


As you know, Section 5 of the Articles
Supplementary provides that Purchaser has the right to designate (and Purchaser
has now designated), one person to be a non-voting observer and to attend, in
such capacity, meetings of the Board of Directors of Seller (the “Board”) and
of committees of the Board.  In addition,
Article III of the Investor Agreement provides EDFI with the right to
designate an observer to attend meetings of the Committee on Nuclear Power of
the Board and, upon completion of the sale of the Designated Interest, to
designate a nominee for election to the Board, all in accordance with and
subject to the terms of such Article III. 
These observer and director rights and participations shall be referred
to collectively herein as the “Purchaser Rights,” and the person or persons
serving at any time, and from time to time, as an observer and/or director in
accordance with the Purchaser Rights shall be referred to herein as a “Purchaser
Designee.”


 


The purpose of this letter is to memorialize certain
understandings among us relating to the Purchaser Rights.  Accordingly:


 

















 


 


1.               When materials are distributed or otherwise made
available to members of the Board or any committee of the Board (as well as any
Board or committee observers), Seller shall exclude from the copy of such
materials distributed or otherwise made available to a Purchaser Designee any
documents or other information that, in the good faith judgment of Seller,
constitutes confidential, proprietary or otherwise non-public information of
Baltimore Gas and Electric Company or any of its subsidiaries (collectively, “BGE”).  This exclusion may be accomplished either by
the exclusion of entire documents or by the redaction of certain information
included within a document, as shall be determined by Seller in its good faith
judgment.  Such excluded or redacted
materials or information shall be referred to as “BGE Information.”


 


2.               The Board or committee, as applicable, shall exclude a
Purchaser Designee from any portion of a Board or committee meeting during
which the Board or committee, as applicable, is reviewing, discussing or voting
on (a) any BGE Information or (b) a subject, or a proposed action,
that either relates primarily to BGE or, involves a matter that will have a
material effect on the operations, financial performance, financial condition,
capital or operating budgets or expenditures or service to customers of BGE
(collectively, “BGE Matters”).  Such
decision shall be made by a majority of the independent directors serving on
the Board or Board committee, as applicable, in their good faith judgment.  Where a Board or committee discussion will
involve both a BGE Matter and another matter or matters, the chairman of the
meeting will, in good faith, seek to organize the discussion and structure the
Purchaser Designee’s exclusion from such discussion so as to limit, to the
extent reasonably possible under the circumstances, the Purchaser Designee’s
exclusion from the discussion of matters that are not BGE Matters.  The parties agree that, among other subjects
or proposed actions determined not to be BGE Matters in accordance with this
paragraph, (i) the financial performance or financial condition of Seller,
on a consolidated basis; (ii) equity or debt financings of Seller as to
which BGE is not a party; (iii) transactions involving equity or assets of
Seller or any of its subsidiaries other than BGE; and (iv) consolidated
reports and filings with the Securities and Exchange Commission made by Seller
and BGE shall not be BGE Matters.


 


3.               No officer, director or employee of Purchaser and/or
EDFI shall (i) be appointed to the board of directors of BGE or (ii) serve
as an officer of BGE.


 


Upon execution of this letter by the parties hereto,
the foregoing shall constitute, as appropriate, modifications of, or
supplements to, Article III of the Investor Agreement and shall be
agreements of the parties with respect to the manner in which Section 5 of
the Articles Supplementary is implemented as among them.  In addition, to the extent that
implementation of the procedures contemplated by this letter would be deemed to
violate, or be inconsistent with, any representation, warranty, covenant or
agreement or Seller or any of its subsidiaries under the terms of the Master
Agreement, this letter, when executed by Purchaser and EDFI, shall constitute
the consent of Purchaser and EDFI to such procedures.


 


2

















 


Except as expressly set forth in this letter, the
terms of the Master Agreement, the Investor Agreement and the Articles
Supplementary shall not be altered or modified and shall remain in full force
and effect in accordance with their respective terms.


 


 


	
   

  	
  CONSTELLATION
  ENERGY GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Berardesco

  
	
   

  	
   

  	
  Name:

  	
  Charles A.
  Berardesco

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  
	
   

  	
   

  	
   

  	
  General Counsel

  



 


 


Accepted and Agreed as of
this      day of April, 2009:


 


EDF DEVELOPMENT INC.


 


 


	
  By:

  	
  [signature illegible]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


E.D.F. INTERNATIONAL S.A.


 


 


	
  By:

  	
  /s/ Daniel Camus

  	
   

  
	
   

  	
  Name: Daniel CAMUS

  	
   

  
	
   

  	
  Title:  Chairman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  cc:

  	
  George P. Stamas, Esq.

  	
   

  
	
   

  	
  Mark D.
  Director, Esq.

  	
   

  
	
   

  	
  Michael P. Rogan. Esq.

  	
   

  
	
   

  	
  Steven L. Miller, Esq.

  	
   

  



 


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