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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
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