On December 17, 2008, Constellation Energy Group, Inc., a Maryland corporation ("Constellation"), and certain of its subsidiaries entered into a series of agreements with Électricité de France International, SA, a société anonyme organized under the laws of France ("EDFI"), and its wholly-owned subsidiary EDF Development, Inc., a Delaware corporation ("EDFD"), under which EDFD will purchase from Constellation preferred stock and specified business interests and assets of Constellation, and EDFD and its affiliates will provide Constellation with additional liquidity.

The principal transactions include:

• the acquisition by EDFD of a 49.99% ownership interest in the nuclear generation and operation business of Constellation for a purchase price of $4.5 billion, subject to certain adjustments and the receipt of necessary regulatory approvals and satisfaction of other closing conditions;

• the provision of a $1 billion up-front cash investment in Constellation in the form of the Series B Preferred Stock (as defined below), which will be credited against the purchase price for the nuclear generation and operation business; and

• the provision of additional liquidity support through an asset put option pursuant to which Constellation could, at its option, sell to EDFD non-nuclear generation assets of Constellation having an aggregate value of up to $2 billion.

In connection with these transactions, Électricité de France, SA, which is the parent of EDFI ("EDF"), has also agreed to provide Constellation with a $600 million interim backstop liquidity facility (as further described below).

Immediately prior to entering into the agreements to effect these transactions, Constellation and certain of its subsidiaries entered into a termination agreement with MidAmerican Energy Holdings Company, an Iowa corporation ("MidAmerican"), and certain of its subsidiaries, and EDFI to terminate the merger agreement entered into by Constellation and MidAmerican and certain subsidiaries of MidAmerican on September 19, 2008 and certain other transactions and cancel the pending merger between Constellation and a wholly-owned subsidiary of MidAmerican. Constellation filed a separate Current Report on Form 8-K on December 17, 2008 summarizing the termination agreement and a related letter agreement and attaching as exhibits copies of those agreements as well as copies of press releases regarding all of these transactions.

Master Agreement

On December 17, 2008, Constellation, Constellation Energy Nuclear Group, LLC ("CENG"), EDFD and EDFI entered into a Master Put Option and Membership Interest Purchase Agreement (the "Master Agreement"). The Master Agreement provides for the purchase by EDFD of a 49.99% membership interest in CENG for $4.5 billion, subject to certain adjustments. In addition, under the Master Agreement, EDFD has agreed to provide Constellation with up to $2 billion of additional liquidity through a put arrangement by which Constellation can require EDFD to purchase various non-nuclear generation assets from time to time through December 31, 2010 (subject to earlier termination if the Master Agreement is terminated because of a breach by Constellation or CENG).

Sale of 49.99% Interest in CENG

CENG owns and operates five nuclear generation facilities and is currently a wholly-owned subsidiary of Constellation. The five nuclear generation facilities are Calvert Cliffs Units 1 and 2, Nine Mile Point Power Station Units 1 and 2 and R.E. Ginna Nuclear Power Plant. Pursuant to the Master Agreement, Constellation will sell 49.99% of its ownership interest in CENG to EDFD for $4.5 billion, subject to adjustments for working capital, indebtedness and cash. EDFD will surrender the

Upon completion of the sale of the 49.99% interest to EDFD, CENG will be operated under the terms of an LLC Operating Agreement (the "Operating Agreement"), which is included as an exhibit to the Master Agreement. Under the . . .

As described above in Item 1.01, on December 17, 2008, Constellation entered into the Purchase Agreement providing for the private placement to EDFD of the Series B Preferred Stock for an aggregate purchase price of $1 billion. Under certain circumstances, the Series B Preferred Stock is redeemable for the 10% Senior Notes. The placement of the Series B Preferred Stock was completed on December 17, 2008.

The placement of the Series B Preferred Stock and issuance of the 10% Senior Notes upon redemption of the Series B Preferred Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Constellation is relying upon the exemptions from registration provided by Section 4(2) of the Securities Act. EDFD has represented that it is an accredited investor, as such term is defined in Regulation D under the Securities Act, and that it was acquiring the securities for its own account and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to the securities.

As described above in Item 1.01, in accordance with the Purchase Agreement, Constellation filed the Articles Supplementary with the State of Maryland. On December 17, 2008 Constellation issued shares of Series B Preferred Stock upon the terms and subject to the conditions set forth in the Purchase Agreement. A copy of the Articles Supplementary is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

As described above in Item 1.01, as contemplated by the Purchase Agreement, Constellation filed the Articles Supplementary with the State of Maryland on December 17, 2008. A copy of the Articles Supplementary is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On December 17, 2008, Constellation entered into a Senior Unsecured Note Commitment Letter with EDF (the "Backstop Liquidity Facility"). The Backstop Liquidity Facility provides for the commitment by EDF to purchase from Constellation senior unsecured debt securities up to an aggregate principal amount of $600 million. EDF's commitments under the Backstop Liquidity Facility will terminate on the earlier of (i) the date on which the conditions to the exercise of the put option under the Master Agreement in an aggregate amount equal to at least $600 million have been satisfied or waived by EDF, (ii) the date on which Constellation obtains alternate financing in an aggregate principal amount of at least $600 million and (iii) the six month anniversary of the effectiveness of the Backstop Liquidity Facility (the "Termination Date"). Each Senior Unsecured Note issued under the Backstop Liquidity Facility shall mature on the earlier of (i) 30 days after the issue date of such Senior Unsecured Note or (ii) the Termination Date. The Backstop Facility contains covenants for the repayment of principal and accrued interest, standard corporate representations and warranties and conditions to the issuance of Senior Unsecured Notes (including (i) no availability under Constellations existing credit facilities and (ii) Constellation's use of its commercially reasonable best efforts to obtain alternate financing).

(d) Exhibits

Exhibit No.      Description
 2.1             Master Put Option and Membership Interest Purchase Agreement,
                 dated as of December 17, 2008, by and among Constellation Energy
                 Group, Inc., EDF Development, Inc., and Électricité de France
                 International, SA.

 3.1             Articles Supplementary of Constellation Energy Group, Inc., dated
                 as of December 17, 2008.

10.1             Form of CENG Operating Agreement.

10.2             Stock Purchase Agreement, dated as of December 17, 2008, by and
                 among Constellation Energy Group, Inc., EDF Development, Inc. and
                 Électricité de France International, SA.

10.3             Investor Rights Agreement, dated as of December 17, 2008, by and
                 among Constellation Energy Group, Inc. and EDF Development, Inc.

10.4             Payment Guaranty, dated as of December 17, 2008, by and between
                 Constellation Energy Group, Inc. and Électricité de France, SA.

10.5             Amended and Restated Credit Agreement, dated as of December 17,
                 2008, among Seller, the Lenders named therein and the Royal Bank
                 of Scotland PLC, as Administrative Agent.

10.6             Second Amended and Restated Credit Agreement, dated as of December
                 17, 2008, among Seller, the Lenders named therein, Wachovia Bank,
                 National Association, as Administrative Agent, LC Bank and
                 Swingline Lender, and Wachovia Bank, National Association, as
                 Collateral Agent.

10.7             Amended and Restated Investor Agreement, dated as of December 17,
                 2008, by and between Constellation Energy Group, Inc. and
                 Électricité de France International, SA.