8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  October 16, 2008

Commission File Number	Exact name of registrant as specified in its charter	IRS Employer Identification No.
1-12869	CONSTELLATION ENERGY GROUP, INC.	52-1964611

MARYLAND

(State of Incorporation of registrant)

100 CONSTELLATION WAY, BALTIMORE, MARYLAND	21202
(Address of principal executive offices)	(Zip Code)

410-470-2800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address

and former fiscal year, 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:

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Change in Chief Financial Officer

Effective October 21, 2008, Jonathan W. Thayer was named Chief Financial Officer of Constellation Energy Group, Inc. (“Constellation”).  Mr. Thayer, age 37, previously served as Vice President and Managing Director, Corporate Strategy and Development of Constellation (since November 2004) and was appointed Treasurer of Constellation in August 2008.  Prior to that, he served as Director, Investor Relations of Constellation from January 2003 until November 2004.  Mr. Thayer succeeds John R. Collins, who has resigned as Chief Financial Officer of Constellation and will move into an advisory capacity to assist with Constellation’s merger with MidAmerican Energy Holdings Company (“MidAmerican”) and other strategic initiatives.  Mr. Collins will also remain Chairman of the Board of Managers of Constellation Energy Partners LLC, which was formed by Constellation and in which Constellation currently owns an approximately 28% equity interest.  In connection with the foregoing, Constellation issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Waiver of Merger-Related Payments by Named Executive Officers

Mayo A. Shattuck III, Chairman, President and Chief Executive Officer of Constellation, executed a letter agreement dated October 16, 2008 waiving certain payment and benefit rights he otherwise would have in connection with the completion of Constellation Energy’s pending merger with MidAmerican.  Specifically, he waived any right to receive payment of any cash severance to which he would otherwise be entitled under his change in control agreement in connection with, and subject to the completion of, the merger.  Mr. Shattuck has requested that Constellation donate the cash severance amount that he would have received in the event of the termination of his employment following a change in control, which would be approximately $18 million, to the Constellation Energy Group Foundation.  Mr. Shattuck also waived his right to accelerated vesting of his net accrued benefit under Constellation’s supplemental benefit plans that would exist only if the merger is completed.  This waiver is effective only if the merger is completed.  As a result of this waiver, completion of the merger will have no acceleration or other impact on Mr. Shattuck’s rights to receive his net accrued benefits under Constellation’s supplemental benefit plans.

In addition, two other named executive officers of Constellation, Thomas V. Brooks, Executive Vice President of Constellation and President of Constellation Energy Resources, and John R. Collins, each executed a letter agreement dated October 17, 2008 amending their change in control agreements to reduce the cash severance payments to which they would otherwise be entitled in connection with, and subject to the completion of, the merger with MidAmerican to the lesser of (a) one times (reduced from two times) their base salary and annual incentive bonus and (b) $2 million.

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The foregoing summary is qualified in its entirety by the letter agreements executed by Messrs. Shattuck, Brooks and Collins, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the Form 8-K and are incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Description
10.1	Letter agreement of Mayo A. Shattuck III dated October 16, 2008
10.2	Letter agreement of Thomas V. Brooks dated October 17, 2008
10.3	Letter agreement of John R. Collins dated October 17, 2008
99.1	Press release dated October 21, 2008

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SIGNATURE

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:	October 21, 2008	/s/ Charles A. Berardesco
		Charles A. Berardesco
		General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter agreement of Mayo A. Shattuck III dated October 16, 2008
10.2	Letter agreement of Thomas V. Brooks dated October 17, 2008
10.3	Letter agreement of John R. Collins dated October 17, 2008
99.1	Press release dated October 21, 2008

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EX-10.1

Exhibit 10.1

October 16, 2008

Mr. Charles A. Berardesco

Vice President, Deputy General Counsel,

Chief Compliance Officer & Corporate Secretary

Constellation Energy Group, Inc.

100 Constellation Way - Suite 1700P

Baltimore, Maryland  21202

                Re:  Waivers.

Dear Charlie:

This letter is in connection with the Agreement and Plan of Merger, dated as of September 19, 2008, by and among Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), MidAmerican Energy Holdings Company, an Iowa corporation (“MidAmerican”), and MEHC Merger Sub Inc., a Maryland corporation and a wholly owned subsidiary of MidAmerican, whereby MEHC Merger Sub Inc. will merge with and into Constellation, with Constellation surviving as a wholly owned subsidiary of MidAmerican (the “Merger”).

In order to facilitate to the timely consummation of the Merger and in partial consideration of my agreement to remain in the continued employment of Constellation as its Chairman, President and Chief Executive Officer through October 31, 2009, if so requested by MidAmerican, I hereby make the following waivers and acknowledgements, effective as of, and subject to, the consummation of the Merger:

1.In connection with my participation in the Constellation Energy Group, Inc. Senior Executive Supplemental Plan (the “Plan”), I hereby irrevocably and unconditionally waive my entitlement to my net accrued supplemental pension benefits in the event that I voluntarily terminate my employment with Constellation following the Merger and prior to my eligibility to retire under the Plan pursuant to Section 5(c)(iv)(1) of the Plan.  For the avoidance of doubt, nothing herein shall be deemed to waive my entitlement to my net accrued supplemental pension benefits in connection with any other event described in Section 5(c)(iv) of the Plan.  In addition, I hereby acknowledge that my role as Chairman, President and Chief Executive Officer of Constellation following the consummation of the Merger shall not, by itself, constitute a “Demotion” (within the meaning of the Plan).

2.I hereby irrevocably and unconditionally waive any and all rights I may have to receive any cash severance payment in connection with certain qualifying terminations of my employment upon or following the consummation of the Merger pursuant to Sections 2(a) and 3(a) of the Amended and Restated Change in Control Agreement dated December 16, 2005 by and between me and Constellation (the “CIC Agreement”).  In addition, I hereby

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irrevocably and unconditionally waive any entitlement that I may have to receive under Section 2(b) of the CIC Agreement the unvested portion of my net accrued supplemental pension benefits upon a “Qualifying Termination” (as defined in the CIC Agreement), it being understood and agreed that this waiver does not affect any entitlement that I may have under the terms of the Plan (including Sections 5(c)(iv)(2) and (3) of the Plan), as amended by paragraph 1 above, to receive my net accrued supplemental pension benefits.  For the avoidance of doubt, however, I am not waiving my right to the incremental increase in my supplemental pension benefits (as calculated under the Plan) in accordance with the provisions of Section 2(b) of the CIC Agreement.

Very truly yours,

/s/ Mayo A. Shattuck III

Mayo A. Shattuck III

Chairman, President and

Chief Executive Officer

ACKNOWLEDGED AND ACCEPTED:

CONSTELLATION ENERGY GROUP, INC.

By:	/s/ Charles A. Berardesco
	Charles A. Berardesco
	Vice President, Deputy General Counsel,
	Chief Compliance Officer & Corporate Secretary

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EX-10.2

Exhibit 10.2

October 17, 2008

Mr. Charles A. Berardesco

Vice President, Deputy General Counsel,

Chief Compliance Officer & Corporate Secretary

Constellation Energy Group, Inc.

100 Constellation Way - Suite 1700P

Baltimore, Maryland  21202

                Re:  Waivers.

Dear Charlie:

This letter is in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 19, 2008, by and among Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), MidAmerican Energy Holdings Company, an Iowa corporation, and MEHC Merger Sub Inc., a Maryland corporation (the “Merger”).

In consideration of my continued employment with Constellation on an at-will basis after the date of this letter and other good and valuable consideration, I acknowledge I have received, I hereby amend my Change in Control Severance Agreement, made as of January 9, 2006 (the “Agreement”), to provide that, in the event of my Qualifying Termination (as defined in the Agreement) following the Merger, the Severance Benefit payable pursuant to Section 2(a) and Section 3(a), as applicable, shall be equal to the lower of (A) $2,000,000 and (B) one times (instead of two times) the sum of sub-clauses (i) and (ii) of Section 2(a) of the Agreement.  This amendment to the Agreement is effective immediately, but will be terminated and rendered null and void if the Merger Agreement is terminated before consummation of the Merger.

Very truly yours,

/s/ Thomas V. Brooks

Thomas V. Brooks

President, Constellation Energy Resources

Executive Vice President, Constellation Energy

ACKNOWLEDGED AND ACCEPTED:

CONSTELLATION ENERGY GROUP, INC.

By:	/s/ Charles A. Berardesco
	Charles A. Berardesco
	Vice President, Deputy General Counsel,
	Chief Compliance Officer & Corporate Secretary

EX-10.3

Exhibit 10.3

October 17, 2008

Mr. Charles A. Berardesco

Vice President, Deputy General Counsel,

Chief Compliance Officer & Corporate Secretary

Constellation Energy Group, Inc.

100 Constellation Way - Suite 1700P

Baltimore, Maryland  21202

                Re:  Waivers.

Dear Charlie:

This letter is in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 19, 2008, by and among Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), MidAmerican Energy Holdings Company, an Iowa corporation, and MEHC Merger Sub Inc., a Maryland corporation (the “Merger”).

In consideration of my continued employment with Constellation on an at-will basis after the date of this letter and other good and valuable consideration, I acknowledge I have received, I hereby amend my Change in Control Severance Agreement, made as of January 27, 2006 (the “Agreement”), to provide that, in the event of my Qualifying Termination (as defined in the Agreement) following the Merger, the Severance Benefit payable pursuant to Section 2(a) and Section 3(a), as applicable, shall be equal to the lower of (A) $2,000,000 and (B) one times (instead of two times) the sum of sub-clauses (i) and (ii) of Section 2(a) of the Agreement.  This amendment to the Agreement is effective immediately, but will be terminated and rendered null and void if the Merger Agreement is terminated before consummation of the Merger.

Very truly yours,

/s/ John R. Collins

John R. Collins

Chief Financial Officer, Executive Vice
President

ACKNOWLEDGED AND ACCEPTED:

CONSTELLATION ENERGY GROUP, INC.

By:	/s/ Charles A. Berardesco
	Charles A. Berardesco
	Vice President, Deputy General Counsel,
	Chief Compliance Officer & Corporate Secretary

EX-99.1

Exhibit 99.1

	News Release
	Media Line: 410 470-7433
	www.constellation.com
	Constellation Energy Nuclear Group	Constellation NewEnergy
	Constellation Energy Commodities Group	Baltimore Gas and Electric Company
	Constellation Energy Control & Dispatch Group	BGE Home
	Constellation Energy Projects & Services Group

Media Contacts:	Robert L. Gould
	Debra Larsson
	410 470-7433
Investor Contacts:	Kevin Hadlock
	410 470-3647
	Janet Mosher
	410 470-1884

Constellation Energy Announces Key Executive Appointments

Jonathan W. Thayer Named Chief Financial Officer

Charles A. Berardesco Named General Counsel

BALTIMORE – Oct. 21, 2008 – Constellation Energy (NYSE: CEG) today announced two new management appointments – Jonathan (Jack) W. Thayer as chief financial officer and Charles A. Berardesco as general counsel – as the Company progresses toward closing its merger with MidAmerican Energy Holdings Company. The appointments are effective immediately.

“Jack and Charlie are talented and experienced executives, who possess extensive knowledge of their disciplines, as well as a deep understanding of Constellation Energy’s businesses, customers, stakeholders and culture,” said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy. “I am confident in their ability and expertise to move the company forward and achieve our strategic objectives.”

Thayer, 37, previously served as vice president and managing director of corporate strategy and development at Constellation Energy, and was appointed treasurer in August 2008. He succeeds John R. Collins, who has stepped down from his role as chief financial officer and will move into an advisory capacity to assist with the MidAmerican merger and other strategic initiatives. Collins will continue to serve as chairman, Constellation Energy Partners, LLC

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(NYSE: CEP), which was formed, and is approximately 28 percent owned, by Constellation Energy.

Berardesco, 50, previously vice president, deputy general counsel, chief compliance officer and corporate secretary of Constellation Energy, succeeds Irving B. Yoskowitz, who is retiring.

As vice president and managing director of corporate strategy and development, Thayer has been responsible for strategic transaction analysis and planning since his appointment in November 2004. He previously headed Constellation Energy’s investor relations department, managing relationships with the Company’s shareholders and analysts and building an industry-leading investor relations and shareholder services function as part of Constellation Energy’s corporate turnaround. Prior to joining Constellation Energy, Thayer held financial positions at Deutsche Bank Securities Inc. and SBC Warburg Dillon Read Inc., where he focused on mergers and acquisitions and transaction financing.

Thayer earned a bachelor’s degree from Middlebury College and a master’s degree in business administration from Harvard University.

Berardesco has served as vice president and deputy general counsel since September 2006.  He has been responsible for Constellation Energy’s SEC reporting, legal compliance and ethics programs, supporting mergers and acquisitions, corporate finance and corporate staff functions, while also coordinating the activities of the Company’s Board of Directors. He joined Constellation Energy in January 2003 as associate general counsel and was appointed chief compliance officer and corporate secretary in 2005. Prior to joining Constellation Energy, Berardesco served as vice president, general counsel and corporate secretary of Fusura, a consortium of AIG, Kemper and Prudential. He also was senior vice president, general counsel and corporate secretary for HCIA, a publicly held health care information company, and was previously counsel with the national law firm of Piper Rudnick and partner in the law firm of Whiteford, Taylor & Preston.

Berardesco earned his bachelor’s degree from Duke University and his Juris Doctor from The George Washington University, where he was the managing editor of The George Washington Law Review.

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About Constellation Energy

Constellation Energy (http://constellation.com), a FORTUNE 125 company with 2007 revenues of $21 billion, is the nation’s largest competitive supplier of electricity to large commercial and industrial customers and the nation’s largest wholesale power seller. Constellation Energy also manages fuels and energy services on behalf of energy intensive industries and utilities. It owns a diversified fleet of 83 generating units located throughout the United States, totaling approximately 9,000 megawatts of generating capacity. The company delivers electricity and natural gas through Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland.

Forward-Looking Statements and Additional Information

We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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