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

December 17, 2008 (December 17, 2008)

Date of Report (Date of earliest event reported)

MidAmerican Energy Holdings Company

(Exact name of registrant as specified in its charter)

Iowa	001-14881	94-2213782
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
666 Grand Avenue, Suite 500 Des Moines, Iowa		50309-2580
(Address of principal executive offices)		(Zip code)

515-242-4300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

____________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Item 1.01.  Entry into a Material Definitive Agreement

On December 17, 2008, MidAmerican Energy Holdings Company (“MidAmerican”) entered into a Termination Agreement, by and among MidAmerican, MEHC Investment, Inc., MEHC Merger Sub Inc. (“Merger Sub”), Constellation Energy Group, Inc. (“Constellation Energy”), CER Generation II, LLC, Constellation Power Source Generation, Inc. and Électricité De France International, SA (the “Termination Agreement”), pursuant to which, among other things, the parties agreed to terminate (i) the Agreement and Plan of Merger, dated as of September 19, 2008, by and among MidAmerican, Merger Sub and Constellation Energy, and (ii) two Put Agreements, both dated as of November 6, 2008, by and between MidAmerican, Constellation Energy and certain subsidiaries of Constellation Energy. A copy of the Termination Agreement is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

On December 17, 2008, MidAmerican also entered into a Letter Agreement, by and among Constellation Energy, MidAmerican, Merger Sub and MEHC Investment, Inc. (the “Letter Agreement”), pursuant to which Constellation Energy agreed to indemnify MidAmerican, Merger Sub, MEHC Investment, Inc. and certain affiliated parties against liabilities arising out of or related to the aforementioned Termination Agreement and the transactions contemplated thereby. A copy of the Letter Agreement is attached as Exhibit 99.1 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 is incorporated by reference herein.

Item 8.01.  Other Events

On December 17, 2008, in connection with the execution of the Termination Agreement and the Letter Agreement described in Item 1.01 above, MidAmerican and Constellation Energy issued a joint press release announcing the agreements between the parties. A copy of the joint press release is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

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

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SIGNATURES

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.

	MIDAMERICAN ENERGY HOLDINGS COMPANY
	(Registrant)
Date:  December 17, 2008
	/s/ Douglas L. Anderson
	Douglas L. Anderson
	Senior Vice President
	and General Counsel

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EXHIBIT INDEX

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

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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 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.

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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 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.

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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 EDFI 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 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.

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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 53rd 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 52nd 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 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.

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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 and General Counsel

MEHC MERGER SUB INC.

By:    /s/ Douglas L. Anderson

Name:  Douglas L. Anderson

Title:    Senior Vice President and General Counsel

MEHC INVESTMENT, INC.

By:    /s/ Douglas L. Anderson

Name:  Douglas L. Anderson

Title:    Senior Vice President and General Counsel

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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Exhibit A

Master Agreement

Exhibit B

EDF Stock Purchase Agreement

Exhibit C

Wire Instructions

MidAmerican:  $175,000,000.00

Bankers Trust, Des Moines

ABA Number 073000642

Account Number 027553

MidAmerican Energy Holdings Company

MEHC Investment:  $435,109,053.39

U.S. Bank

Sioux Falls, SD

ABA Number 091408501

Account 175095525531

MEHC Investment, Inc.

EX-99.1

Exhibit 99.1

Constellation Energy Group, Inc.

100 Constellation Way

Baltimore, Maryland  21202

December 17, 2008

MidAmerican Energy Holdings Company

1111 South 103rd 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., CER Generation II LLC, Constellation Power Source Generation, Inc., 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 whichConstellation 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

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MIDAMERICAN ENERGY HOLDINGS COMPANY

By:    /s/ Douglas L. Anderson

Name:  Douglas L. Anderson

Title:    Senior Vice President and General Counsel

MEHC MERGER SUB INC.

By:    /s/ Douglas L. Anderson

Name:  Douglas L. Anderson

Title:    Senior Vice President and General Counsel

MEHC INVESTMENT, INC.

By:    /s/ Douglas L. Anderson

Name:  Douglas L. Anderson

Title:    Senior Vice President and General Counsel

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EX-99.2

   

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.

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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. 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. 

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