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): December 17, 2008

CONSTELLATION ENERGY GROUP, INC.

Exact name of registrant as specified in its charter

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

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:

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

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

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

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

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Item 1.01. Entry into a Material Definitive Agreement

Termination Agreement

On December 17, 2008, Constellation Energy Group, Inc. (“Constellation”) and MidAmerican Energy Holdings Company (“MidAmerican”) terminated the pending merger between Constellation and a wholly-owned subsidiary of MidAmerican. The termination was effected pursuant to a Termination Agreement, dated as of December 17, 2008 (the “Termination Agreement”), by and among Constellation and two of its subsidiaries, MidAmerican, MEHC Merger Sub Inc. (“Merger Sub”), MEHC Investment, Inc. (“MEHC Investment”) and Électricité de France International, SA (“EDFI”). The Termination Agreement terminated (i) the Agreement and Plan of Merger, dated as of September 19, 2008, by and among Constellation, MidAmerican and Merger Sub (the “Merger Agreement”), (ii) two Put Agreements, both dated as of November 6, 2008, by and between MidAmerican, Constellation and certain subsidiaries of Constellation, covering assets of Constellation totaling $350 million, and (iii) certain other related agreements among Constellation, MidAmerican and their respective subsidiaries. In connection with the transactions under the Termination Agreement, Constellation expects to record a pre-tax charge of approximately $1.2 billion in the fourth quarter of 2008.

The Termination Agreement provides for Constellation to make certain payments and to issue certain securities to MidAmerican and its subsidiaries. The payments were required to be made pursuant to the termination provisions of the Merger Agreement and the conversion provisions of the 8% Series A Preferred Stock owned by MEHC Investment, which converted immediately upon termination of the Merger Agreement. Specifically, Constellation:

• paid MidAmerican concurrently with the execution of the Termination Agreement (i) the $175 million termination fee that was contemplated by the Merger Agreement, and (ii) an aggregate of approximately $435 million, representing a payment of approximately $17 million of accrued dividends on the Series A Preferred Stock and a cash payout of approximately $418 million in lieu of the number of shares of Constellation common stock (valued at $26.50 per share) that were due to MEHC Investment on the conversion of its shares of Series A Preferred Stock but that could not be issued to MEHC Investment due to regulatory limitations;

• caused its transfer agent to issue and deliver to MEHC Investment a total of 19,897,322 shares of Constellation common stock, representing 9.99% of Constellation’s total outstanding shares of common stock (after giving effect to the issuance), due upon conversion of the Series A Preferred Stock; and

• delivered to MEHC Investment 14% Senior Notes dated December 17, 2008 in the aggregate principal amount of $1.0 billion, also due upon conversion of the Series A Preferred Stock.

A copy of the Termination Agreement is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

Immediately following the execution of the Termination Agreement and the termination of the Merger Agreement, Constellation, its wholly-owned subsidiary Constellation Energy Nuclear Group, LLC (“CENG”), EDFI, and EDFI’s wholly-owned subsidiary EDF Development, Inc. (“EDFD”), entered into a series of agreements under which:

• EDFD will purchase from Constellation a 49.99% membership interest in CENG for $4.5 billion (subject to certain adjustments) (CENG owns and operates five nuclear generation facilities);

• EDFD will provide Constellation with up to $2 billion of additional liquidity through December 31, 2010 (subject to earlier termination under certain circumstances) pursuant to a put arrangement that will allow Constellation, at its option, to require EDFD to purchase certain of Constellation’s non-nuclear generation assets; and

• EDFD will immediately invest $1 billion in Constellation by purchasing shares of 8% Series B Preferred Stock of Constellation, which shares would be surrendered to Constellation when EDFD purchases its interest in CENG (and would be credited against the $4.5 billion purchase price).

Électricité de France SA (“EDF”) and EDFI have guaranteed certain payment obligations of EDFD in connection with these transactions.

Constellation will file a subsequent Current Report on Form 8-K that will include descriptions of the material transaction agreements between Constellation, EDFI and their respective affiliates. Copies of the material agreements will be included as exhibits to such Current Report.

Letter Agreement

On December 17, 2008, in connection with the execution of the Termination Agreement, Constellation also entered into a Letter Agreement with MidAmerican, Merger Sub and MEHC Investment (the “Letter Agreement”), pursuant to which Constellation agreed to indemnify MidAmerican, Merger Sub, MEHC Investment, as well as certain of their affiliates, against liabilities arising out of or related to the Termination Agreement, various other agreements between Constellation and MidAmerican (and its affiliates), including those that were terminated pursuant to the Termination Agreement.

A copy of the Letter Agreement is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement

The disclosure set forth in Item 1.01 above with respect to the Termination Agreement and the Merger Agreement is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure

On December 17, 2008, in connection with the execution of the Termination Agreement and the Letter Agreement described in Item 1.01 above, Constellation issued a press release announcing the agreements between the parties. A copy of the press release is attached as Exhibit 99.1 to this Report.

Also on December 17, 2008, Constellation and EDF issued a joint press release announcing their execution of the various transaction agreements, as described in Item 1.01 above. A copy of the press release is attached as Exhibit 99.2 to this Report.

Item 8.01. Other Events

Liquidity Update

Net Available Liquidity

Constellation’s estimated net available liquidity as of November 30, 2008 is as follows:

	As of November 30, 2008 (Estimated)
	Constellation Energy			BGE			Total Consolidated
	(In millions)
Credit facilities *	$	6,710		$	400		$	7,110
Less: Letters of credit issued		(3,502	)		(1	)		(3,503	)
Less: Cash drawn on credit facilities		(750	)		(270	)		(1,020	)
Undrawn facilities		2,458			129			2,587
Less: Commercial paper outstanding		—			—			—
Net available facilities		2,458			129			2,587
Add: Cash		1,141			11			1,152
Net available liquidity	$	3,599		$	140		$	3,739

* The following represents our committed and unsecured credit facilities as of November 30, 2008:

Constellation Energy

¿ $750 million expiring December 2008

¿ $380 million expiring December 2008

¿ $1.23 billion expiring November 2009

¿ $150 million expiring December 2009

¿ $3.85 billion expiring July 2012

¿ $350 million expiring September 2013

BGE

¿ $400 million expiring December 2011

Since October 31, 2008, Constellation’s estimated net available liquidity increased approximately $1.9 billion primarily due to:

¿ an increase in available credit facilities of $980 million, which includes the closing of a $1.23 billion credit facility in November 2008, partially offset by the termination of an existing $250 million credit facility,

¿ a reduction in letters of credit outstanding of $475 million, and

¿ an increase in cash of $374 million.

Customers of Constellation’s merchant energy business rely on the creditworthiness of Constellation. In this regard, Constellation has certain agreements that contain provisions that would require additional collateral upon a credit rating decrease in the senior unsecured debt of Constellation. A decline below investment grade by Constellation may require it, under the terms of its counterparty contracts, to post additional collateral to provide necessary credit support for Constellation’s merchant energy business’ forward obligations. Based on contractual provisions at November 30, 2008, Constellation estimates its incremental downgrade collateral posting requirements for a one level and two level downgrade are $0.1 billion and $1.6 billion, respectively. As a result, the cumulative obligation for a two-level downgrade, which would place Constellation below investment grade, is approximately $1.7 billion.

December 2008 Transactions

As described above in Item 1.01, on termination of the Merger Agreement, Constellation paid the following amounts in December 2008:

¿ $175 million merger termination fee;

¿ approximately $418 million in cash in lieu of the issuance of our common stock due to regulatory limits for the issuance of common shares; and

¿ approximately $17 million in accrued unpaid dividends on the 8% Series A Preferred Stock.

In addition, upon the termination of the Merger Agreement, the 8% Series A Preferred Stock converted into 14% Senior Notes due December 31, 2009. Constellation anticipates the repayment of these notes prior to maturity.

Further, as noted in Item 1.01 above, the put agreements that provided Constellation with the option to sell certain assets to MidAmerican as a source of additional liquidity for aggregate proceeds of up to $350 million, have been terminated.

As a result of entering into the agreements with EDFI and its affiliates, Constellation will receive the following amounts on or about December 17, 2008:

¿ $1 billion for the issuance of 8% Series B Preferred Stock, maturing no later than June 30, 2010, and redeemable on December 31, 2009 for 10% Senior Notes due June 30, 2010 if the purchase of the 49.99% membership interest in CENG is not completed; and

¿ $150 million for reimbursement of certain transaction expenses.

As described above in Item 1.01, Constellation has the option but not the obligation to sell certain non-nuclear generation assets to EDFD for aggregate value of up to $2.0 billion pre-tax (estimated after-tax proceeds of approximately $1.4 billion, subject to actual asset sales), subject to the receipt of required regulatory approvals, which Constellation expects to obtain in early 2009. The eleven non-nuclear generation assets subject to the put option are: (i) Handsome Lake, (ii) Perryman 51, (iii) ACE Cogeneration, (iv) Panther Creek / Colver Power, (v) Sunnyside Cogeneration, (vi) Keystone, (vii) Conemaugh, (viii) C.P. Crane, (ix) Safe Harbor, (x) West Valley, and (xi) Grand Prairie. The aggregate value of these 11 assets exceeds $2.0 billion and Constellation has, in its sole discretion, the right to cause EDFD to purchase any one or more of the assets in an amount not to exceed $2.0 billion. This put arrangement will remain in effect until December 2010, unless Constellation’s agreement to sell the 49.99% membership interest in CENG to EDFD is terminated earlier as a result of Constellation’s breach. Also, Constellation entered into a $600 million interim back-stop borrowing facility with EDF that will provide Constellation with an additional source of liquidity pending the receipt of regulatory approvals and the availability of funds under the put arrangement. This cash borrowing facility expires on the earlier of six months from the date of execution of the agreements with EDFI and its affiliates or when all regulatory approvals have been received for the put arrangement funding to be available.

Also during 2009, Constellation expects to receive approximately $3.5 billion in gross proceeds (following the credit of the $1 billion purchase price of the Series B Preferred Stock against the $4.5 billion membership interest purchase price) upon the closing of the sale to EDFD of the 49.99% membership interest in CENG, which is expected to occur in the third quarter of 2009. The amount of after-tax proceeds may vary depending upon the final structure of the transaction.

Credit Facility Amendments

Constellation has a $1.23 billion credit facility that is scheduled to expire in November 2009. Under its original terms, this credit facility would have been reduced by $1 billion as a result of the proceeds received from EDFD in exchange for the 8% Series B Preferred Stock. On December 17, 2008 Constellation amended this facility so that total commitments will remain at $1.23 billion following receipt of the $1 billion from EDFD. This credit facility will terminate at the earlier of the closing of the sale to EDFD of the 49.99% membership interest in CENG or the original expiration date of the credit facility in November 2009.

Constellation also has three facilities totaling $4.35 billion that lenders would have the right to terminate following completion of the sale of the 49.99% membership interest. Constellation has amended its $3.85 billion credit facility so that it will remain in effect following the closing of the membership interest sale, but at a reduced amount of $2.25 billion, which would be secured by certain of Constellation’s assets. The two remaining facilities totaling $500 million would terminate upon the closing of the sale to EDFD of the 49.99% membership interest in CENG.

Constellation will file a subsequent Current Report on Form 8-K that will describe these credit facility amendments in greater detail. Copies of the amendments will be included as exhibits to such Current Report.

Maturity Indebtedness

Constellation will be required to repay or refinance senior notes in the aggregate principal amount of $500 million by September 2009.

Strategic Initiatives to Improve Liquidity Update

In addition to the transactions above and in connection with the initiatives previously described in Constellation’s Quarterly Report on Form 10-Q for the period ended September 30, 2008, Constellation is actively seeking to further increase available liquidity and to reduce its business risk. Specifically, Constellation is reducing capital spending and ongoing expenses, scaling down the expected variability in long-term earnings and short-term collateral usage, and limiting its exposure to business activities that require contingent capital support. Constellation is continuing the process of pursuing the sale of its upstream gas properties, international business, which includes coal sourcing, freight, uranium, power, natural gas and emissions marketing activities outside North America, and its gas trading activities. Based on the status of the sales process and current market prices, we anticipate recording a pre-tax impairment charge of $200 million to $250 million in the fourth quarter of 2008 in connection with the sale of certain of Constellation’s upstream gas properties. In addition, if recent declines in market prices of certain of our equity method investments and debt and equity securities investments continue through December 31, 2008, we would incur additional losses in the fourth quarter of 2008 and those losses could be material.

Collectively, Constellation believes these efforts will provide sufficient liquidity to manage its business through 2009. However, if market factors, such as commodity price volatility and credit availability, prevent it from successfully executing its liquidity efforts or strategic initiatives, or if we are otherwise unable to successfully execute our plan, our liquidity would be adversely affected, which would have a material adverse effect on our business, results of operations, and financial condition.

*    *    *    *

Forward-Looking Statements. This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Constellation and EDFI (or its affiliates) and the expected timing and completion of the transaction. Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions are intended to identify forward looking statements. Such statements are based upon the current beliefs and expectations of our management and involve a number of significant risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Constellation and EDFI (or its affiliates). Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transaction, or whether the transaction will close at all. The following factors, among others, could cause or contribute to such material differences: the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; or material adverse change in the business, assets, financial condition or results of operations of Constellation. Additional factors that could cause Constellation’s results to differ materially from those described in the forward-looking statements can be found in the periodic reports filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission’s Web site (http://www.sec.gov) at no charge. Constellation assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
2.1	Termination Agreement, dated December 17, 2008, by and among Constellation Energy Group, Inc., Constellation Generation II, LLC, Constellation Power Source Generation, Inc., MidAmerican Energy Holdings Company, MEHC Merger Sub Inc., MEHC Investment, Inc. and Électricité De France International SA.
10.1	Letter Agreement, dated December 17, 2008, by and among Constellation Energy Group, Inc., MidAmerican Energy Holdings Company, MEHC Merger Sub Inc. and MEHC Investment, Inc.
99.1	Joint Press Release of Constellation Energy Group, Inc. and MidAmerican Energy Holdings Company dated December 17, 2008.
99.2	Joint Press Release of Constellation Energy Group, Inc. and Électricité de France SA dated December 17, 2008.

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:	December 17, 2008	/s/ Charles A. Berardesco
		Charles A. Berardesco Senior Vice President and General Counsel

EX-2.1

Exhibit 2.1

TERMINATION AGREEMENT

TERMINATION AGREEMENT (this “Agreement”) dated as of December 17, 2008 by and among MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (“MidAmerican”), MEHC INVESTMENT, INC., a South Dakota corporation and a wholly owned subsidiary of MidAmerican (“MEHC Investment”), MEHC MERGER SUB INC., a Maryland corporation and a wholly owned subsidiary of MidAmerican (“Merger Sub” and, together with MidAmerican and MEHC Investment, the “MidAmerican Parties”), CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (“Constellation”), CER GENERATION II LLC (“CER LLC”), CONSTELLATION POWER SOURCE GENERATION, INC. (“Constellation Power”) and ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA, a société anonyme organized under the laws of France (“EDFI”).

WHEREAS, MidAmerican, Merger Sub and Constellation entered into an Agreement and Plan of Merger dated as of September 19, 2008 (the “Merger Agreement”) providing, upon the terms and subject to the conditions thereof, for Merger Sub to be merged with and into Constellation (the “Merger”);

WHEREAS, capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement;

WHEREAS, Constellation has previously filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland (as corrected by the Certificate of Correction filed on November 26, 2008, the “Series A Articles Supplementary”) that designated certain preferences, conversion and other rights of Series A Convertible Preferred Stock of Constellation (the “Series A Preferred Stock”);

WHEREAS, MidAmerican and Constellation entered into a Stock Purchase Agreement dated as of September 19, 2008 (the “MidAmerican Stock Purchase Agreement”) pursuant to which MidAmerican (through MEHC Investment) purchased 10,000 shares of Series A Preferred Stock from Constellation on September 22, 2008;

WHEREAS, pursuant to the terms of the Series A Articles Supplementary and the Limited Waiver between MidAmerican and Constellation dated November 23, 2008 (the “Limited Waiver”), upon the occurrence of a Conversion Event (as defined in the Series A Articles Supplementary), and subject to the receipt of all required regulatory approvals, the Series A Preferred Stock will be automatically converted into (A) 35,679,215 shares (the “Conversion Share Amount”) of common stock of Constellation (the “Common Stock”) and (B) Senior Notes with an original aggregate principal amount equal to the aggregate Stated Value of the Series A Preferred Stock (each as defined in the Series A Articles Supplementary);

WHEREAS, in the event Constellation has not received all regulatory approvals required for the issuance of the Conversion Share Amount upon a Conversion Event, the Series A Articles Supplementary and Limited Waiver provide that Constellation shall make a cash payment to the holder of Series A Preferred Stock in lieu of the issuance of the shares of Common Stock that are otherwise due to the holder in an amount equal to (i) the number of shares of the Common Stock issuable to the holder and not issued multiplied by (ii) $26.50, subject to certain adjustments;

WHEREAS, MidAmerican, Merger Sub, Constellation, CER LLC and Constellation Power entered into two Put Agreements dated as of November 6, 2008 (the “MidAmerican Put Agreements” and, together with the Merger Agreement, the MidAmerican Stock Purchase Agreement and

the Confidentiality Agreement, the “Specified MidAmerican Agreements”) providing, upon the terms and subject to the conditions thereof, Constellation with a put option to sell certain assets to MidAmerican;

WHEREAS, in connection with a Takeover Proposal made by EDFI, the board of directors of Constellation has notified MidAmerican that in the absence of proposed revisions to the terms of the Merger Agreement or another proposal by MidAmerican contemplated by Section 7.8(d)(iii) of the Merger Agreement, it would withdraw the Company Board Recommendation pursuant to Section 7.8(d)(iii) of the Merger Agreement;

WHEREAS, in lieu of MidAmerican exercising its rights under Sections 7.4 and 7.8(d)(iii) of the Merger Agreement, the MidAmerican Parties and Constellation have agreed to terminate the Specified MidAmerican Agreements pursuant to the terms and subject to the conditions hereof;

WHEREAS, simultaneously with the termination of the Specified MidAmerican Agreements, (i) Constellation, EDFI, Constellation Energy Nuclear Group, LLC, a Maryland limited liability company and a wholly owned subsidiary of Constellation (“CENG”) and EDF Development, Inc., a Delaware corporation and a wholly owned subsidiary of EDFI (“EDFD”), intend to execute a Master Put Option and Membership Interest Purchase Agreement of even date herewith, a copy of which is attached hereto as Exhibit A (the “Master Agreement”), providing, upon the terms and conditions thereof, for the purchase by EDFD from Constellation of a 49.99% membership interest in CENG and the grant of put options to Constellation in respect of specified assets, (ii) Constellation and EDFD intend to execute a Stock Purchase Agreement of even date herewith, a copy of which is attached hereto as Exhibit B (the “EDF Stock Purchase Agreement”), providing, upon the terms and conditions thereof, for the purchase by EDFD of shares of Series B Preferred Stock of Constellation with an aggregate stated value of $1,000,000,000, and (iii) Constellation and EDFI intend to enter into (and/or to cause one or more of their respective subsidiaries to enter into) certain agreements related to the Master Agreement and the Stock Purchase Agreement (the transactions contemplated by the Master Agreement, the EDF Stock Purchase Agreement and such related agreements, the “EDFI Transactions”);

WHEREAS, the parties hereto desire to confirm certain actions required or deemed appropriate in connection with the termination of the Specified MidAmerican Agreements, including the payment by Constellation of amounts owed pursuant to the Merger Agreement and the Articles Supplementary and the issuance by Constellation of Common Stock pursuant to the Articles Supplementary upon the termination of the Merger Agreement and the mutual releases of any and all claims arising under or relating to the Specified MidAmerican Agreements;

WHEREAS, the board of directors of Constellation has taken all actions necessary to render any applicable state anti-takeover law or similar law inapplicable to the issuance of shares of Common Stock contemplated herein; and

WHEREAS, the MidAmerican Parties, EDFI and Constellation believe that it is in their respective best interests and in the best interests of their respective stockholders that any uncertainty or disputes with respect to the Merger be resolved as promptly as practicable.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

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1) PAYMENT AND ISSUANCE OF COMMON STOCK AND SENIOR NOTES.

a) Constellation irrevocably and unconditionally agrees to pay concurrently with the execution of this Agreement (or if the date of this Agreement is not a business day, on the first business day following the date hereof), by wire transfer in immediately available funds to the accounts specified in Exhibit C hereto, (i) to MidAmerican $175,000,000 (which is being paid pursuant to Section 9.3(a) of the Merger Agreement), and (ii) to MEHC Investment $435,109,053.39 (of which (x) $418,220,164.50 is being paid pursuant to Section 7(c) of the Series A Articles Supplementary and the first sentence of the third paragraph of the Limited Waiver in respect of shares of Common Stock not issued pursuant to Section 7(a) of the Series A Articles Supplementary, and (y) $16,888,888.89 is being paid pursuant to Section 7(b)(ii)(B) of the Series A Articles Supplementary in respect of Accrued Dividends through the Conversion Date (each as defined in the Series A Articles Supplementary) (the payments described in this Section 1(a), collectively, the “Payment”). Notwithstanding anything to the contrary contained in this Agreement, in the event that the amounts set forth above are not paid in full concurrently with the execution of this Agreement (because the date of this Agreement is not a business day), then this Agreement shall not be or become effective unless, and until such time as, such funds are received by MidAmerican and MEHC investment, respectively, which receipt shall be no later than 3:00 p.m. (Eastern Time) on the first business day after the date of execution of this Agreement, failing which MidAmerican may terminate this agreement by written notice to the other parties hereto.

b) Constellation irrevocably and unconditionally agrees to cause its transfer agent to issue and deliver to MEHC Investment or its designee concurrently with the execution of this Agreement 19,897,322 shares of Common Stock with the certificates representing such shares dated as of the date hereof (which are being issued pursuant to Section 7(a) of the Series A Articles Supplementary and the first sentence of the third paragraph of the Limited Waiver). Constellation represents and warrants to each of the MidAmerican Parties that the shares of Common Stock issued in accordance with the preceding sentence will, immediately after (and giving effect to) such issuance, represent 9.99% of the total outstanding shares of Common Stock.

c) Constellation irrevocably and unconditionally agrees to issue and deliver to MEHC Investment or its designee concurrently with the execution of this Agreement Senior Notes dated the date hereof with an original aggregate principal amount equal to $1,000,000,000 (which are being issued pursuant to Section 7(a) of the Series A Articles Supplementary) (the Senior Notes, together with the shares of Common Stock issued in accordance with Section 1(b) above, the “Securities”).

d) Constellation acknowledges that it is required by Sections 1.11(b) and 1.14 of the Investor Rights Agreement between Constellation and MidAmerican dated as of September 19, 2008 (the “MidAmerican Investor Rights Agreement”) to, and hereby irrevocably and unconditionally agrees that it shall, by 9:00 a.m. Eastern time, Wednesday, December 17, 2008, file an automatic shelf registration statement, or a prospectus supplement to an existing shelf registration statement, covering the resale of such shares. Constellation hereby agrees not to deliver a certificate of the type described in Section 1.11(a)(ii)(3) of the MidAmerican Investor Rights Agreement in respect of such registration statement.

2) TERMINATION OF CERTAIN AGREEMENTS. Constellation (and, with respect to the MidAmerican Put Agreements, CER LLC and Constellation Power, as applicable) and each of the MidAmerican Parties agree that, subject to the provisions of the last sentence of Section 1(a) and Sections 3 and 4, each Specified MidAmerican Agreement is hereby terminated effective as of the date hereof (in the case of the Merger Agreement, by MidAmerican in accordance with Section

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9.1(g)(i), (ii) or (iii) thereof and by mutual agreement of the parties thereto), and, accordingly, each such agreement shall have no further force or effect from and after such time; provided that Sections 2, 5, 8, 10 and 13 of the Confidentiality Agreement (including any definitions in other sections to the extent related to any such sections) shall survive in accordance with their terms.

3) RELEASE. Subject to the provisions of Section 4:

a) Each of the MidAmerican Parties does hereby, on behalf of itself, its Affiliated Parties (as defined below), successors and assigns, release, remise, acquit, and forever discharge Constellation and EDFI and any of their respective Affiliated Parties of and from all, and all manner of, past, present, and future claims, complaints, actions, causes of action, promises, covenants, duties, damages (whether compensatory, consequential, punitive, exemplary or otherwise), known or unknown, and any and all suits arising at law, from statute or regulation, in equity, or otherwise, and any liabilities of any kind or nature whatsoever arising under or relating to the Specified MidAmerican Agreements or the transactions contemplated thereby, including, without limitation, for any breach or alleged breach of any of the Specified MidAmerican Agreements (including, without limitation, any willful or intentional breach); provided that, with respect to Constellation notwithstanding any provision of this Agreement or the MidAmerican Stock Purchase Agreement (including, without limitation, Section 8.12 thereof) to the contrary, the representations and warranties set forth in Sections 3.1, 3.3, 3.4 and 3.5 of the MidAmerican Stock Purchase Agreement shall survive the termination of the MidAmerican Stock Purchase Agreement, as shall all of the rights of the MidAmerican Parties with respect to the Common Stock, Senior Notes, cash or other consideration derived from conversion of the Series A Preferred Stock or any of the transactions contemplated by this Agreement.

b) Constellation does hereby, on behalf of itself, its Affiliated Parties, successors and assigns, release, remise, acquit, and forever discharge each of the MidAmerican Parties and EDFI and any of their respective Affiliated Parties of and from all, and all manner of, past, present, and future claims, complaints, actions, causes of action, promises, covenants, duties, damages (whether compensatory, consequential, punitive, exemplary or otherwise), known or unknown, and any and all suits arising at law, from statute or regulation, in equity, or otherwise, and any liabilities of any kind or nature whatsoever arising under or relating to the Specified MidAmerican Agreements or the transactions contemplated thereby, including, without limitation, for any breach or alleged breach of any of the Specified MidAmerican Agreements (including, without limitation, any willful or intentional breach).

c) EDFI does hereby, on behalf of itself, its Affiliated Parties, successors and assigns, release, remise, acquit, and forever discharge each of the MidAmerican Parties and Constellation and any of their respective Affiliated Parties of and from all, and all manner of, past, present, and future claims, complaints, actions, causes of action, promises, covenants, duties, damages (whether compensatory, consequential, punitive, exemplary or otherwise), known or unknown, and any and all suits arising at law, from statute or regulation, in equity, or otherwise, and any liabilities of any kind or nature whatsoever arising under or relating to the Specified MidAmerican Agreements or the transactions contemplated thereby; including, without limitation, for any breach or alleged breach of any of the Specified MidAmerican Agreements (including, without limitation, any willful or intentional breach).

d) None of the MidAmerican Parties, EDFI or Constellation shall, directly or indirectly, in its own name or through another, commence any action, litigation, suit, arbitration or other proceeding, or assert any claim or demand, against any one or more of the other parties or their respective affiliates, directors, officers, employees, representatives, attorneys or agents or their respective

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successors and assigns (such persons, with respect to a party, its “Affiliated Parties”) in any manner arising out of or in connection with any subject matter for which the release and discharge set forth in this Section 3 is given.

e) Each of the parties hereto hereby represents and warrants that it has not, and agrees that it will not, assign, convey or otherwise transfer any claim, demand or cause of action or any part thereof relating to any matters covered by the releases referred to herein.

f) Each of the parties hereto agrees that (i) the releases contemplated by this Agreement extend to claims that the parties granting the release (the “Releasing Parties”) do not know or suspect to exist at the time of the release, which if known, might have affected the Releasing Parties’ decision to enter into the release, (ii) the Releasing Parties shall be deemed to relinquish, to the extent it is applicable, and to the full extent permitted by law, the provisions, rights, and benefits of § 1542 of the California Civil Code, and (iii) the Releasing Parties shall be deemed to waive any and all provisions, rights, and benefits conferred by any federal, state, local, statutory, or common law or any other law, rule, or regulation, including the law of any jurisdiction outside of the United States, which is similar, comparable, or equivalent to California Civil Code § 1542.

4) EFFECT OF TERMINATION AND RELEASE.

a) No provision of this Agreement (including, without limitation, Sections 2 and 3) shall, or shall be deemed to, terminate, waive, modify or amend any agreement or other instrument other than the Specified MidAmerican Agreements (the “Surviving Agreements”), including, without limitation, the MidAmerican Investor Rights Agreement and Senior Notes, each of which shall remain in full force and effect in accordance with its terms.

b) Nothing in this Agreement shall be, or shall be deemed to be, a release or discharge of any claim to enforce or for breach of this Agreement or any of the Surviving Agreements, a release or discharge of any claim by any MidAmerican Party in the nature of a counter-claim or cross-claim in an action involving a Constellation Claim (as defined below), or a limitation as to the actions of any of the parties hereto in connection therewith. Without limiting the generality of the foregoing, nothing in this Agreement shall, or shall be deemed to, limit in any way the right of any MidAmerican Party to assert or protect its rights as a stockholder and/or creditor of Constellation after the date hereof in any context whatsoever, except that no MidAmerican Party shall initiate, or be named as a plaintiff in, any lawsuit challenging the validity of the EDFI Transactions.

c) Nothing in this Agreement shall constitute, or be deemed to constitute, an admission of fault, wrongdoing or liability on the part of any party hereto, each of the parties acknowledging, without conceding any infirmity in its potential claims or defenses, that it is entering into this Agreement solely in order to avoid the expense and inconvenience of litigation. This Agreement (and all drafts hereof) are for settlement purposes and will not be used by the parties in any litigation, other than litigation arising out of this Agreement or implicating in any way any of the terms or provisions hereof (including, without limitation, joining a party to this Agreement to any other litigation in which the enforcement of any of the provisions hereof may be relevant, pleading any of the provisions hereof defensively, or any other similar circumstance).

d) Nothing in this Agreement shall be, or shall be deemed to be, a release or discharge of any claim (i) by Constellation or any of its Affiliated Parties against EDFI or any of their respective Affiliated Parties or (ii) by EDFI or any of its Affiliated Parties against Constellation or any of its Affiliated Parties, in each case, arising under or relating to the proposed EDFI Transactions.

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5) CERTAIN AGREEMENTS. Each of EDFI and Constellation agrees not to take any action to (or that could reasonably be expected to) cause or encourage any of Constellation’s Affiliated Parties or stockholders to seek to challenge any provision of this Agreement or assert any Constellation Claim.

6) [RESERVED].

7) PRESS RELEASE. Each of the parties hereto has furnished to the other a form of press release that it intends to issue shortly after execution of this Agreement and each such party acknowledges receipt of such press release.

8) WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND AGREES THAT IT WILL NOT REQUEST ANY SUCH TRIAL BY JURY AND WILL USE ITS BEST EFFORTS TO ENSURE THAT NO SUCH TRIAL BY JURY SHALL OCCUR. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.

9) VALIDITY; DUE AUTHORIZATION. Each party hereto represents and warrants to the others that it is duly authorized to execute and deliver this Agreement, that no further corporate authorizations (including, without limitation, any shareholder approvals) are required for such party’s execution, delivery and performance of this Agreement, and that this Agreement is a valid and binding obligation of such party.

10) LITIGATION COOPERATION. In connection with any litigation or other legal proceeding arising out of or relating to matters contemplated by the Specified MidAmerican Agreements or for which Constellation has released any of the MidAmerican Parties under this Agreement (“Released Matters”), the MidAmerican Parties and their respective Affiliated Parties and Constellation and its Affiliated Parties each agree to, and to cause their counsel to (and Constellation shall use its good faith, reasonable efforts to cause EDF to) cooperate in good faith in the defense or prosecution of such Released Matters. Such cooperation will include, without limitation, (i) the provision of records and information which are necessary to the defense, prosecution or appeal of such Released Matters and which are reasonably requested, (ii) making employees (and, to the extent reasonably feasible, former employees) available on a mutually convenient basis to provide additional information and explanation of materials provided hereunder, and (iii) reasonable consultation regarding the defense, prosecution or appeal of the Released Matters, in each case, with respect to clauses (i), (ii) and (iii) hereof, at the cost of the party requesting such cooperation.

11) SPECIFIC PERFORMANCE. The parties hereto acknowledge that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agree that the obligations of the

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parties hereunder shall be specifically enforceable and no party shall take any action to impede the others from seeking to enforce such rights of specific performance.

12) NOTICES. All notices, requests, claims, demands and other communications hereunder shall be effective upon receipt, shall be in writing and shall be delivered in person, by cable, telegram or telex, or by facsimile transmission as follows: (i) if to Constellation, CER LLC or Constellation Power, to the address specified for Constellation in Section 9.6 of the Master Agreement, with a further copy to Kirkland & Ellis LLP, 153 East 53^rd Street, New York, New York 10022 (Attn: George P. Stamas, Esq.), (ii) if to the MidAmerican Parties, to the address specified for MidAmerican in Section 10.2 of the Merger Agreement, with a further copy to Wachtell, Lipton, Rosen & Katz, 51 West 52^nd Street, New York, New York 10019 (Attn: Adam O. Emmerich, Esq.), (iii) if to EDFI, to the address specified for EDFI in Section 9.6 of the Master Agreement, or (iv) or to such other address as any party may have furnished to the others in writing in accordance herewith.

13) GOVERNING LAW AND VENUE. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE. Except as set forth in Section 22, the parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Except as set forth in Section 22, the parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Except as set forth in Section 22, nothing in this Section 13 is intended to or does limit the right of any party to seek to remove any action to Federal court.

14) ENTIRE AGREEMENT; ADVICE OF INDEPENDENT COUNSEL. This Agreement contains the entire agreement between each of the parties hereto or among them with respect to the matters settled and released herein and supersedes any and all prior or contemporaneous representations, understandings and agreements between any of the parties hereto or among them with respect to the matters settled and released herein. Each party hereto acknowledges and agrees that it has received the advice of independent counsel before entering into this Agreement, and that it is not, except as provided herein, relying on any other party concerning this Agreement or any aspect of the transaction contemplated herein.

15) COSTS AND ATTORNEYS’ FEES. Each party shall bear its own costs and attorneys’ fees incurred in connection with the negotiation and execution of this Agreement.

16) FURTHER EFFORTS. Each of the parties to this Agreement shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement (which for purposes of this Section 16 shall be deemed

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not to include the proposed EDFI Transactions) and to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

17) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

18) EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not affect the construction hereof.

19) SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability or the other provisions hereof; provided, that if any or all of Sections 1(a), 1(b) or 1(c) of this Agreement shall be deemed invalid or unenforceable, the MidAmerican Parties shall have the right to seek monetary damages from Constellation, without regard to any of the restrictions, limitations or releases set forth in this Agreement. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

20) ASSIGNMENT. The benefits and obligations of this Agreement shall inure to and be binding on the parties and their respective successors and assigns.

21) AMENDMENT; WAIVER. No amendment or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and signed by the parties hereto affected thereby, in the case of an amendment, or by the party which is the beneficiary of any such provision, in the case of a waiver or a consent to departure therefrom.

22) DISPUTE RESOLUTION. In the event of any dispute arising out of or in connection with this Agreement only between EDFI and Constellation, then such dispute 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. In any such case, each of EDFI and Constellation 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. The place of the pre-arbitral referee procedure and of the arbitration 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 laws 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. 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 agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto all as of the day and year first above written.

MIDAMERICAN ENERGY HOLDINGS COMPANY
By:	/S/ DOUGLAS L. ANDERSON
	Name: Douglas L. Anderson Title: Senior Vice President

MEHC MERGER SUB INC.
By:	/S/ DOUGLAS L. ANDERSON
	Name: Douglas L. Anderson Title: Senior Vice President

MEHC INVESTMENT, INC.
By:	/S/ DOUGLAS L. ANDERSON
	Name: Douglas L. Anderson Title: Senior Vice President

CONSTELLATION ENERGY GROUP, INC.
By:	/S/ CHARLES A. BERARDESCO
	Name: Charles A. Berardesco Title: Senior Vice President And General Counsel

ÉLECTRICITÉ DE FRANCE INTERNATIONAL, SA
By:	/S/ DANIEL CAMUS
	Name: Daniel Camus Title: Chairman

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CER GENERATION II, LLC
By:	/S/ CHARLES A. BERARDESCO
	Name: Charles A. Berardesco Title: Assistant Secretary

CONSTELLATION POWER SOURCE GENERATION, INC.
By:	/S/ CHARLES A. BERARDESCO
	Name: Charles A. Berardesco Title: Assistant Secretary

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EX-10.1

Exhibit 10.1

Constellation Energy Group, Inc.

100 Constellation Way

Baltimore, Maryland 21202

December 17, 2008

MidAmerican Energy Holdings Company

1111 South 103^rd Street

Omaha, NE 68124

Attention:   Douglas L. Anderson

  Senior Vice President and General Counsel

Mr. Anderson:

Reference is made to that certain Termination Agreement dated as of December 17, 2008 (the “Termination Agreement”) by and among MidAmerican Energy Holdings Company, MEHC Investment, Inc., MEHC Merger Sub Inc., Constellation Energy Group, Inc., Électricité de France SA, and Électricité de France International, SA. Capitalized terms used, but not otherwise defined, herein shall have the meanings respectively ascribed to them in the Termination Agreement. In consideration of the undertakings and agreements in the Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and notwithstanding Section 14 of the Termination Agreement, the undersigned do hereby agree as set forth herein.

Constellation hereby agrees to indemnify and hold harmless the MidAmerican Parties and their respective Affiliated Parties (the “MidAmerican Indemnified Parties”) against any and all liabilities, judgments, settlements, costs and reasonable expenses, including, without limitation, reasonable legal fees (collectively, “Losses”) incurred by any MidAmerican Indemnified Party and arising out of or in connection with (i) any breach of the Termination Agreement by Constellation or any EDF Party or (ii) any claims (including, without limitation, claims that have been or could have been asserted in actions pending prior to the date hereof) by or on behalf of any Constellation securityholders (or by any such securityholders on behalf or purportedly on behalf of Constellation) arising out of or in connection with the Specified MidAmerican Agreements, the Termination Agreement or the transactions contemplated thereby (including, without limitation, any claims directly or indirectly challenging the validity or enforceability of the amounts payable pursuant to Section 1(a) of the Termination Agreement, Section 9.3(a) of the Merger Agreement, Section 7(b)(ii)(B) or Section 7(c) of the Series A Articles Supplementary or the first sentence of the third paragraph of the Limited Waiver, the securities issuable pursuant to Section 1(b) or 1(c) of the Termination Agreement, Section 7(a) of the Series A Articles Supplementary, or the first sentence of the third paragraph of the Limited Waiver, or seeking to modify, reduce, recoup, recover or otherwise deprive any of the MidAmerican Indemnified Parties of the benefit thereof) (the claims described in this clause (ii), “Constellation Claims”). In connection with defending any such Constellation Claims, the MidAmerican Indemnified Parties shall be entitled to retain counsel to represent them (with reasonable fees and expenses of such counsel to be paid by Constellation as above provided). The MidAmerican Indemnified Parties will not settle any Constellation Claims without the prior written consent of Constellation, which consent will not be unreasonably withheld, and no MidAmerican Indemnified Party shall be entitled to any amounts hereunder with respect to any Constellation Claim that is settled without such consent. Unless the settlement of a Constellation Claim is for monetary damages only and includes an unconditional release of the MidAmerican Indemnified Parties without the requirement of any admission of fault by any MidAmerican Indemnified Party, Constellation agrees that it will not settle such Constellation Claim without the prior written consent of MidAmerican, which consent will not be unreasonably withheld. Constellation also agrees to indemnify

the MidAmerican Indemnified Parties against legal fees and expenses incurred in enforcing the Termination Agreement or this Agreement (including, without limitation, this sentence). MidAmerican hereby agrees to indemnify and hold harmless Constellation and its Affiliated Parties (the “Constellation Indemnified Parties”) against any and all Losses incurred by any Constellation Indemnified Party and arising out of or in connection with any breach of the Termination Agreement by any of the MidAmerican Parties. MidAmerican also agrees to indemnify the Constellation Indemnified Parties against legal fees and expenses incurred in enforcing the Termination Agreement or this Agreement (including, without limitation, this sentence).

In connection with any litigation or other legal proceeding arising out of or relating to matters for which Constellation provides indemnification to any of the MidAmerican Indemnified Parties as described above (“Indemnifiable Matters”), the MidAmerican Indemnified Parties and the Constellation Indemnified Parties each agree to, and to cause their counsel to, cooperate in good faith in the defense or prosecution of such Indemnifiable Matters. Such cooperation will include, without limitation, (i) the provision of records and information which are necessary to the defense, prosecution or appeal of such Indemnifiable Matters and which are reasonably requested, (ii) making employees (and, to the extent reasonably feasible, former employees) available on a mutually convenient basis to provide additional information and explanation of materials provided hereunder, and (iii) reasonable consultation regarding the defense, prosecution or appeal of the Indemnifiable Matters, in each case, with respect to clauses (i), (ii) and (iii) hereof, at the cost of the party requesting such cooperation.

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Sections 8, 9 and 11 through 21 of the Termination Agreement are hereby incorporated by reference and shall apply mutatis mutandis to this letter agreement as if this letter agreement were included in the Termination Agreement.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Charles A. Berardesco
	Name: Charles A. Berardesco Title:   Senior Vice President and   General Counsel

MIDAMERICAN ENERGY HOLDINGS COMPANY
By:	/s/ Douglas L. Anderson
	Name: Douglas L. Anderson Title:   Senior Vice President

MEHC MERGER SUB INC.
By:	/s/ Douglas L. Anderson
	Name: Douglas L. Anderson Title:   Senior Vice President

MEHC INVESTMENT, INC.
By:	/s/ Douglas L. Anderson
	Name: Douglas L. Anderson Title:   Senior Vice President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information, contact:

MidAmerican Energy Holdings Company:

Sara Schillinger/Ann Thelen

515-281-2785

Constellation Energy – Media Contacts:

Robert L. Gould/Debra Larsson

410-470-7433

Constellation Energy – Investor Contact:

Janet Mosher

410-470-1884

Constellation Energy and MidAmerican Energy Holdings Company

Jointly Terminate Merger Agreement

BALTIMORE AND DES MOINES, IOWA – Dec. 17, 2008 – Constellation Energy (NYSE: CEG) and MidAmerican Energy Holdings Company today announced they have jointly reached agreement to terminate their Sept. 19, 2008, merger agreement, and as a result, the previously announced Dec. 23, 2008, shareholder meeting to vote on the MidAmerican merger has been canceled.

On Sept. 22, 2008, MidAmerican provided $1 billion of needed capital to Constellation Energy to assist them in continuing their business operations during unprecedented times of global financial stress.

Under the provisions of the termination agreement MidAmerican will receive a $175 million termination fee. In addition, the preferred shares issued to MEHC Investment, Inc., a wholly owned subsidiary of MidAmerican, will convert, and MEHC Investment, Inc. will receive a $1 billion note at 14 percent interest, maturing Dec. 31, 2009; approximately 20 million shares of Constellation Energy common stock, representing 9.99 percent of outstanding shares;

and approximately $418 million in cash. Additionally, the $350 million liquidity resource will terminate.

“We greatly appreciate the professionalism, good faith and cooperation MidAmerican’s management and board have shown since we first initiated discussions in September,” said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy. “Based on a careful process to examine all alternatives available to our shareholders and other stakeholders, we believe that termination of the merger agreement is in the best interest of all parties.”

“We were pleased to have been able to quickly provide a significant amount of capital that was critical to Constellation Energy as they went through unprecedented financial times. We appreciate the relationships we have built with the Constellation Energy team and wish them success as they pursue an alternative transaction,” said Gregory E. Abel, president and chief executive officer of MidAmerican.

The companies will make appropriate filings to notify regulatory agencies that the proposed transaction has been terminated.

About Constellation Energy

Constellation Energy (http://www.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 the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland.

About MidAmerican Energy Holdings Company

MidAmerican Energy Holdings Company, based in Des Moines, Iowa, is a global provider of energy services. Through its energy-related business platforms, MidAmerican provides electric and natural gas service to more than 6.9 million customers worldwide. These business platforms are Pacific Power, Rocky Mountain Power and PacifiCorp Energy, which comprise PacifiCorp; MidAmerican Energy Company; CE Electric UK; Northern Natural Gas Company; Kern River Gas Transmission Company; and CalEnergy. Information about MidAmerican is available at www.midamerican.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions are intended to identify forward-looking statements. Such statements are based upon the current beliefs and expectations of our management and involve a number of significant risks and uncertainties, many of which are difficult to predict and generally are beyond the control of Constellation Energy and MidAmerican. Actual results may differ materially from the results anticipated in these forward-looking statements. Factors that could cause Constellation Energy’s results to differ materially from those described in the forward-looking statements can be found in Constellation Energy’s periodic reports filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission’s Web site (www.sec.gov) at no charge. Constellation Energy assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

EX-99.2

Exhibit 99.2

Constellation Energy and EDF Group Enter Definitive

Investment Agreement

EDF Development Inc. to acquire 49.99 percent interest in Constellation

Energy’s nuclear generation and operation business for $4.5 billion

Agreement includes immediate $1 billion cash investment in Constellation

Energy and option to sell to EDF Development Inc. up to $2 billion of non-

nuclear generation assets

Constellation Energy to remain independent publicly traded company

Investment by EDF Development Inc. enhances Constellation Energy’s long-

term stability and liquidity position

Transaction extends EDF Group’s nuclear expertise in U.S.

Transaction expected to close in six to nine months

BALTIMORE and PARIS – Dec. 17, 2008 – Constellation Energy (NYSE: CEG) and EDF Development Inc. (a wholly owned subsidiary of EDF) today announced a definitive investment agreement under which EDF Development Inc., will acquire a 49.99 percent interest in Constellation Energy Nuclear Group, LLC, for $4.5 billion. Constellation Energy Nuclear Group owns 3,869 megawatts of nuclear generating capacity, which consists of the Calvert Cliffs Nuclear Power Plant in Maryland, and Nine Mile Point Nuclear Station and R.E. Ginna Nuclear Power Plant in New York. EDF Development Inc.’s interest in Constellation Energy Nuclear Group will be structured as a new joint venture between the companies, separate from the existing UniStar joint venture.

Under the terms of the agreement, EDF Group will also make several key investments to strengthen Constellation Energy’s liquidity position:

• EDF Development Inc. is making an immediate $1 billion cash investment in Constellation Energy through the purchase of newly issued Constellation Energy Series B non-convertible cumulative preferred stock, which will be surrendered to Constellation Energy upon closing of the transaction and credited against the $4.5 billion purchase price for EDF’s interest in Constellation Energy Nuclear Group.

• To provide Constellation Energy with additional liquidity support, EDF Development Inc. and Constellation Energy have entered into a two-year asset put option that allows Constellation Energy to sell to EDF up to $2 billion of non-nuclear generation assets.

• EDF Group has provided Constellation Energy a $600 million interim backstop liquidity facility, which will remain available until receipt of all regulatory approvals relating to the transfer of the non-nuclear generation assets that could be sold under the asset put option or the date that is six months after the date of the investment agreement, whichever is earlier.

“This agreement with EDF Development Inc. provides an opportunity for Constellation Energy shareholders to achieve greater value for the company’s significant asset base,” said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy. “The investment also provides the liquidity support to stabilize and grow our business as an independent public company dedicated to serving our customers across the country. EDF Group has been a proven partner of ours in the development of new nuclear plants in the U.S, and we welcome their involvement in the ownership of our existing fleet. As the largest owner of nuclear plants in the world, EDF Group brings experience, scale and financial strength to Constellation Energy’s future.”

In the U.S., EDF Group and Constellation Energy have an existing partnership through their UniStar joint venture to build, own and operate new nuclear generation. EDF Group is also a leading provider and developer of wind and solar generation in the U.S. through EDF Energies Nouvelles’ U.S. subsidiary, EnXco.

EDF chairman and chief executive officer Pierre Gadonneix said: “This agreement further illustrates the strong relationship between EDF Group and Constellation Energy with the shared objective of leading the nuclear renaissance in the U.S. EDF Group and Constellation Energy intend to develop four Evolutionary Power Reactors (EPR) through the UniStar joint venture with the immediate focus on breaking ground for Calvert Cliffs Unit 3 as soon as the regulatory process allows, perhaps as early as 2009.

“EDF Group has long believed that there are significant benefits to be realized between the development of new nuclear assets and the operation and ownership of existing nuclear facilities, such as those owned and operated by Constellation Energy,” continued Gadonneix. “Through this agreement, we can capitalize on these benefits and EDF Group’s nuclear expertise to drive further growth to the benefit of shareholders, customers and employees of both EDF Group and Constellation Energy. We look forward to working further with Constellation Energy in the development of new nuclear generation in Maryland, New York and beyond. This agreement will contribute significantly to non-CO₂ emitting energy generation in the U.S.”

In connection with the new joint venture, Constellation Energy and EDF Development Inc. each will appoint five members to a new Board of Directors, with a casting vote on matters related to safety, security and reliability to the chairman of the new joint venture (a U.S. citizen) appointed by Constellation Energy. The vice-chairman of the joint venture board will be appointed by EDF Development Inc. In addition, EDF Group will have an observer seat on Constellation Energy’s Board of Directors, and, upon closing of the transaction, will have the right to designate one director to Constellation Energy’s Board.

The agreement announced today reflects an amended offer from EDF Group, which follows the company’s initial proposal to Constellation Energy’s Board of Directors on Dec. 2, 2008. Upon careful consideration, and in consultation with its financial and legal advisors, Constellation Energy’s Board has determined that the revised EDF Group proposal is in the best interests of Constellation Energy’s shareholders. In conjunction with the agreement, MidAmerican Energy Holdings Company and Constellation Energy have jointly terminated the prior merger agreement, as separately announced today.

As a demonstration of its commitment to the U.S. nuclear renaissance, and in particular, Maryland’s future role in that renaissance, EDF Group will move its U.S. headquarters to Maryland. EDF Group will also invest $20 million in a new visitor and environmental center at Calvert Cliffs, consistent with

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the companies’ focus on breaking ground on a third nuclear unit at Calvert Cliffs as soon as the regulatory process allows.

Additionally, as part of its commitment to Maryland, EDF Group will invest $36 million in the Constellation Energy Group Foundation to support future charitable endeavors for the long-term benefit of the Baltimore community and the state of Maryland.

The transaction is not subject to a financing condition. EDF Group will finance the transaction, including the agreed liquidity arrangements, through corporate funds and credit facilities.

The companies expect to receive the necessary regulatory approvals for the acquisition of EDF Development Inc.’s interest in Constellation Energy’s nuclear generation and operation business and close the transaction within six to nine months. The companies will work closely with Maryland regulators to make them fully informed of the transaction’s details. Approval from Constellation Energy’s shareholders is not required.

J.P. Morgan is acting as exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor, to EDF. Morgan Stanley, Rothschild, Credit Suisse and UBS Investment Bank are serving as financial advisors, and Kirkland & Ellis LLP is serving as legal advisor, to Constellation Energy.

Constellation Energy and EDF Group Investor Call

Constellation Energy and EDF Group will host a conference call at 12:00 p.m. (EST) on Wednesday, Dec. 17, 2008, to review the agreement. To participate, analysts, investors, media and the public in the U.S. may dial (888) 455-2894 shortly before 12:00 p.m. The international phone number is (773) 681-5899. The conference password is ENERGY. A replay will be available approximately one hour after the end of the call by dialing (888) 482-2240 or (402) 998-1365 (international).

A live audio webcast of the conference call, presentation slides and the press release will be available on the Investor Relations page of Constellation Energy’s Web site (http://www.constellation.com). A webcast replay, as well as a replay in downloadable MP3 format, will also be available on the site shortly after the completion of the call. The call will also be recorded and archived on the site.

About Constellation Energy

Constellation Energy (http://www.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, totalling approximately 9,000 megawatts of generating capacity. The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland.

About EDF Group

The EDF Group, one of the leaders in the energy market in Europe, is an integrated energy company active in all businesses: production, transport, distribution, energy selling and trading. The Group is the leading electricity producer in Europe. EDF’s nuclear production capacity, the largest in the world, consists of 58 power plants on 19 sites. In France, it has mainly nuclear and hydroelectric power plants where 95% of the electricity output involves no CO₂ emissions. EDF’s transport and distribution subsidiaries operate 1,246,000 km of low and medium voltage overhead and underground electricity lines and around 100,000 km of high and very high voltage networks. The Group is involved in supplying energy and services to more than 38 million customers around the world, including more than 28 million in France. The Group generated consolidated sales of € 59.6 billion, (or $81.06 billion¹), in 2007, of which 44% originated in Europe excluding France. EDF is listed on the NYSE-Euronext Paris stock exchange as one of the largest market cap companies.

¹ 1€ = 1,36 US$

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Press Contacts for Constellation Energy:

Robert L. Gould/Debra Larsson, + 1- 410-470-7433

Press Contacts for EDF in France

Marie-Sylvie de Longuerue

+33.1.40.42.73.97

+33.1.40.42.46.37

marie-sylvie.de-longuerue@edf.fr

François Molho

+33.1.40.42.25.90

+33.1.40.42.46.37

francois.molho@edf.fr

Carole Trivi

+33.1.40.42.44.19

+ 33.1.40.42.46.37

carole.trivi@edf.fr

Press Contacts for EDF in the US

Barrett Golden / Kelly Sullivan / Eric Brielmann

at Joele Frank, Wilkinson Brimmer Katcher

+1-212-355-4449

Analyst and Investor Contacts for Constellation Energy:

Janet Mosher, +1-410-470-1884

FD For Constellation Energy: Kal Goldberg, +1-212-850-5731

Michael Geczi, +1-312-553-6735

Analyst and Investor Contacts for EDF:

David Newhouse

+33.1.40.42.32.45

david.newhouse@edf.fr

Stéphanie Roger-Selwan

+33.1.40.42.18.48

stephanie.roger-selwan@edf.fr

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Constellation Energy and EDF and the expected timing and completion of the transaction. Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions are intended to identify forward looking statements. Such statements are based upon the current beliefs and expectations of our management and involve a number of significant risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Constellation Energy and EDF. Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transaction, or whether the transaction will close at all. The following factors, among others, could cause or contribute to such material differences: the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; a material adverse change in the business, assets, financial condition or results of operations of Constellation Energy; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or government entities. Additional factors that could cause Constellation Energy’s results to differ materially from those described in the forward-looking statements can be found in Constellation Energy’s periodic reports filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission’s Web site (http://www.sec.gov) at no charge. Constellation Energy assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

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