CONSTELLATION ENERGY GROUP, INC. INVESTOR RIGHTS AGREEMENT

Exhibit 10.3

CONSTELLATION ENERGY GROUP, INC.

INVESTOR RIGHTS AGREEMENT

December 17, 2008

TABLE OF CONTENTS

(i)

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this " Agreement ") is made as of December 17, 2008, by and between Constellation Energy Group, Inc., a Maryland corporation (the " Company ") and EDF Development Inc., a Delaware corporation (the " Investor ").

RECITALS

WHEREAS, the Investor has, pursuant to that certain Series B Preferred Stock Purchase Agreement dated as of the date hereof (the " Stock Purchase Agreement ") between the Company and the Investor, agreed to purchase shares of the Company’s Series B Preferred Stock, par value $0.01 per share (the " Series B Preferred Stock ");

WHEREAS, in order to induce the Investor to invest funds in the Company, the Company agreed to grant the Investor certain rights as set forth herein;

NOW, THEREFORE, in consideration of the promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. Definitions . For the purposes of this Agreement:

(a) The term " Affiliate " means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlled by" and "controlled" have meanings correlative to the foregoing.

(b) The term " Contract " means any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind.

(c) The term " Holder " means any person owning Series B Preferred Stock or any assignee thereof.

(d) The term " Joint Venture " of a Person shall mean any Person that is not a Subsidiary of such first Person, in which such first Person or one or more of its Subsidiaries owns directly or indirectly any share, capital stock, partnership, membership or similar interest of any Person or any option therefore (together, " Equity Interests "), other than Equity Interests that represent less than 5% of each class of the outstanding voting securities or other Equity Interests of such second Person, and in which the invested capital associated with such first Person’s interest exceeds $100,000,000.

(e) The term " Person " means any individual, corporation, company, limited liability company, partnership, association, trust, joint venture, group or any other entity or organization, including any government or political subdivision or any agency or instrumentality thereof.

(f) The term " SEC " shall mean the Securities and Exchange Commission.

(g) The term " Subsidiary " of a Person means any other Person of which at least a majority of the voting power represented by the outstanding stock or other voting securities or interests having voting power under ordinary circumstances to elect directors or similar members of the governing body of such corporation or entity or fifty percent (50%) or more of the equity interests in such corporation or entity shall at the time be owned or controlled, directly or indirectly, by such Person and/or by one or more of its Subsidiaries.

2. Covenants of the Company .

2.1 Delivery of Financial Statements . At any time that the Company is not required to file periodic reports with the SEC, the Company shall deliver to the Investor:

(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (" GAAP "), and audited and certified by (i) a "Big 4" independent (or its successor) accounting firm selected by the Company or (ii) a Nationally recognized accounting firm reasonably acceptable to the Investor;

(b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement for such quarter, statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter;

(c) within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail;

(d) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment;

(e) notices of events that have or may have a material effect on the Company as soon as practicable following the occurrence of any such event; and

(f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or similar confidential information.

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2.2 Inspection . The Company shall permit each Investor, at such Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company sha