Exhibit 10.1


 





 


October 16,
2008


 


Mr. Charles A. Berardesco


Vice President, Deputy
General Counsel,


            Chief Compliance Officer & Corporate
Secretary


Constellation Energy Group, Inc.


100 Constellation Way - Suite 1700P


Baltimore,
Maryland  21202


 


                Re:  Waivers.


 


Dear
Charlie:


 


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


 


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


 


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


 


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


 


1

















 


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


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Mayo A. Shattuck III

  
	
   

  	
  Mayo
  A. Shattuck III

  
	
   

  	
     Chairman, President and

  
	
   

  	
     Chief Executive Officer

  



 


 


ACKNOWLEDGED AND ACCEPTED:


 


CONSTELLATION ENERGY GROUP, INC.


 


 


	
  By:

  	
  /s/
  Charles A. Berardesco

  	
   

  
	
   

  	
  Charles A. Berardesco

  
	
   

  	
  Vice
  President, Deputy General Counsel,

  
	
   

  	
  Chief
  Compliance Officer & Corporate Secretary

  



 


2