"As Constellation's largest stockholder, EDF has long admired and been acommitted partner to Constellation," said Pierre Gadonneix, Chairman and ChiefExecutive Officer of EDF. "We continue to believe that Constellation isfundamentally strong and EDF, like many others, believes that the proposedMidAmerican transaction significantly undervalues Constellation and its futureopportunities."

"We are confident that the terms of our proposal are demonstrably superiorto those of the MidAmerican transaction. In addition to providingConstellation stockholders with an opportunity to realize the value of theirinvestment in the Company, our proposal provides more than sufficientliquidity to allow Constellation to remain a strong, standalone publiccompany. The EDF proposal also creates an opportunity for Constellation toplay an important role, together with EDF, in the development of nucleargeneration in Maryland and beyond to the benefit of Constellation'sstockholders, employees and customers," continued Mr. Gadonneix.

The EDF proposal is a compelling opportunity for Constellationstockholders and a concrete, viable and superior alternative to theMidAmerican offer. EDF believes that Constellation's Board of Directors shoulddetermine that EDF's proposal constitutes, or is reasonably likely to resultin, a Superior Proposal under the MidAmerican merger agreement. Even ifConstellation's Board would not make this determination, EDF believes that theterms of its proposal provide the basis necessary for the Board to change itsrecommendation of the MidAmerican transaction consistent with its duties tothe Company and its stockholders. EDF's proposal:

-- Places a value of $4.5 billion on 50% of Constellation's nuclearbusiness alone, which EDF believes to be an attractive valuation when comparedto the range of values supported by publicly available information, whetherthe valuation is based on sum-of-the-parts, discounted cash flow or EBITDAtrading multiples analyses;

-- Represents the equivalent of an offer of around $52 per share ofConstellation common stock, a financial premium of approximately 96% above theMidAmerican proposal (and a demonstrably strong price for 50% ofConstellation's nuclear generation and operation business);

-- Provides Constellation with significantly more liquidity than isnecessary to permit Constellation to remain a publicly traded standalonecompany in which its stockholders can realize the full value of theirinvestment and participate in the future growth of the Company, as well asoffsets incremental costs associated with termination of the MidAmericantransaction;

-- Leverages the expertise of EDF Group, a global leader in the nuclearenergy industry, and provides a path for the growth of the existing UniStarpartnership between EDF and Constellation;

-- Reflects EDF Group's long-term industrial and financial commitment tothe development of new nuclear generation, which contrasts sharply with theMidAmerican profile; and

-- Eliminates much of the conditionality that would accompany an offer toacquire control of Constellation both in terms of regulatory risk and the riskthat Constellation would face in refinancing its existing credit arrangementsupon a change of control.

EDF's proposal is not subject to a financing condition. EDF will financethe transaction, including the proposed liquidity arrangements, throughcorporate funds and credit facilities.

EDF will work closely with Maryland regulators to keep them informed,although approval of the Maryland Public Service Commission is not required.Approval from Constellation's stockholders is not required.

A copy of the letter EDF sent to the Constellation Board of Directorsregarding its proposal is below and has been filed, with supportinginformation, on a Schedule 13D with the Securities and Exchange Commission.

December 2, 2008 The Board of Directors of Constellation Energy Group, Inc. c/o Mayo A. Shattuck III Chairman and Chief Executive Officer 750 E. Pratt Street Baltimore, MD 21202 Dear Ladies and Gentlemen,

Electricite de France International, SA ("EDFI"), a wholly ownedsubsidiary of EDF, has long admired and been a committed partner ofConstellation Energy Group, Inc. ("Constellation" or the "Company"). Your hardwork and dedication are the reason that EDFI is currently the largeststockholder of Constellation. Despite recent setbacks, we believe thatConstellation is a fundamentally strong company with a bright future. Inparticular, we have a strong interest in the growing profile of nuclear energyin the United States and the important role that Constellation is poised toplay. We believe the Company today and its future opportunities aresignificantly undervalued in the proposed acquisition by MidAmerican EnergyHoldings Company ("MidAmerican"). We are not alone in this belief --stockholders, ratepayers, regulatory authorities, legislators and analystshave all been outspoken in their view that the MidAmerican transaction wasaccepted under extraordinary circumstances and is contrary to the bestinterests of the Company and its constituents. We strongly believe thatConstellation's stockholders deserve a transaction that appropriately valuesConstellation and delivers that value to all of Constellation's stockholders.For these reasons, EDFI is pleased to submit the proposal described in thisletter which is clearly superior to the MidAmerican transaction.

As more fully described below, subject to the terms and conditions of thisletter, our proposal provides for:

-- EDFI's purchase of a 50% ownership interest in the nuclear generationand operation business of Constellation for a purchase price of $4.5 billion;

-- An up-front $1 billion cash investment in Constellation in the form ofa nonconvertible cumulative preferred stock; and

-- An asset put option pursuant to which Constellation could, at itsoption, sell to EDFI non-nuclear generation assets having an aggregate valueof up to $2 billion.

Our proposal places a value of $4.5 billion on 50% of the Company'snuclear business alone, which we believe to be an attractive valuation whencompared to the range of values supported by publicly available information,whether the valuation is based on sum-of-the-parts, discounted cash flow orEBITDA trading multiples analyses. Such value represents an implied price ofaround $52 per share of Constellation common stock. In contrast, MidAmerican'sproposal places a value of approximately $4.7 billion on the entire Company, avaluation that is merely $200 million higher than our proposal for only 50% ofthe Company's nuclear business and does not adequately reflect the Company'sfinancial results and projections, even when taking into account the recentturmoil in financial markets. The implied value per share represented byEDFI's proposal constitutes a 96% premium over the $26.50 per share priceproposed to be paid in the MidAmerican transaction. We have provided thesupport for our determination of the implied value of EDFI's proposal in AnnexA. We believe our analyses provide strong support for Constellation's Boardand stockholders to conclude that our proposal constitutes a superior valueproposition.

Our proposal is a compelling opportunity for Constellation stockholdersand a concrete, viable and superior alternative to the MidAmerican offer. Webelieve that the Company's Board should determine that our proposal to acquirea 50% ownership interest in the Company's nuclear generation and operationbusiness, together with our proposed put arrangement, constitutes, or isreasonably likely to result in, a Superior Proposal under the MidAmericanmerger agreement. Even if the Company's Board of Directors would not make thisdetermination, we believe that the terms of our proposal provide the basisnecessary for the Board to change its recommendation of the MidAmericantransaction consistent with its duties to the Company and its stockholders.Our proposal:

-- As already noted, represents the equivalent of an offer of around $52per share of Constellation common stock, a financial premium of approximately96% above the MidAmerican proposal (and a demonstrably strong price for 50% ofConstellation's nuclear generation and operation business);

-- Provides Constellation with significantly more liquidity than isnecessary to permit the Company to remain a publicly traded standalone companyin which Constellation stockholders can realize the full value of theirinvestment and participate in the future growth of the Company, as well asoffsets incremental costs associated with termination of the MidAmericantransaction;

-- Leverages the expertise of EDF Group, a global leader in the nuclearenergy industry, and provides a path for the growth of the existing UniStarpartnership between EDFI and Constellation;

-- Reflects EDF Group's long-term industrial and financial commitment tothe development of new nuclear generation which contrasts sharply with theMidAmerican profile; and

--Eliminates much of the conditionality that would accompany an offer toacquire control of Constellation both in terms of regulatory risk and the riskthat the Company would face in refinancing its existing credit arrangementsupon a change of control.

Our worldwide experience in the nuclear industry will permit us to meetthe regulatory requirements that apply to our proposal in an expeditiousmanner. Further, due to our familiarity with Constellation's nuclear assetsand our general experience in the nuclear industry, we do not require any duediligence investigation prior to entering into a transaction with the Companyor any rights to post-closing indemnification, which would be customary for apurchaser in a transaction of this nature. However, we will require yourcooperation and access to the Company's non-public contracts that bear on theoptimal manner in which EDFI and Constellation should structure and documentthe proposed joint venture. Accordingly, our proposal is in immediatelyexecutable form subject to termination of the MidAmerican transaction andconfirmation by Constellation and EDFI of the final transaction terms andoptimal structure. Our proposal has been approved by the Board of Directors ofEDFI and has received all other corporate approvals. This transaction wouldnot require the approval of Constellation's stockholders. Below you will finda more detailed summary of our proposal.

Proposed Joint Venture

The transaction would be structured as a 50/50 nuclear generation andoperation business joint venture between Constellation and EDFI (which, forpurposes of this proposal, shall include any wholly owned subsidiary of EDFIthat may be the actual transaction party). Subject to confirmation by theCompany of the most efficient transaction mechanics, including from a taxperspective, we would expect that EDFI would pay the Company $4.5 billion incash (less the $1 billion previously paid to the Company pursuant to the EDFIpreferred stock investment, as described in more detail below) for a 50%ownership interest in Constellation Energy Nuclear Group, LLC ("CENG") (whichwe assume continues to hold 100% of the interests owned by the Company inCalvert Cliffs' Units 1 and 2, Nine Mile Point Units 1 and 2 and Ginna and theoperators thereof). In the event any portion of Constellation's nuclearbusiness or operations is not held or conducted directly or indirectly throughCENG, we would expect to acquire a 50% interest in any other Constellationentity that holds or operates any such portion of the Company's nuclearbusiness or operations. To the extent the unit contingent power purchaseagreements entered into by the Company in connection with the acquisition ofNine Mile Point Units 1 and 2 and Ginna are housed outside of CENG, EDFI wouldacquire its indirect 50% interest in such units subject to the terms andconditions of such power purchase agreements. In such event, we would expectthat the power purchase agreements would be assigned to CENG or another entityin the nuclear joint venture such that they would become an obligation of thejoint venture or its subsidiaries and not of Constellation alone. Also, giventhat CENG currently holds Constellation's 50% ownership interest in UniStar,the Company would be entitled to transfer such ownership interest to an entityoutside CENG, so as to maintain its 50% ownership interest.

Attached hereto as Exhibit 1 is a master put option and membershipinterest purchase agreement (the "Transaction Agreement"). As you will note,the acquisition of a 50% ownership interest in CENG would be on a cash-freeand debt-free basis. Our obligation to acquire our 50% interest would besubject only to customary conditions, including the receipt of requiredregulatory approvals and other conditions similar to those contained in theMidAmerican merger agreement. The transaction is not subject to a financingcondition; rather, we will commit to have sufficient funds available throughcorporate funds and credit facilities to finance the transaction, includingthe proposed liquidity arrangement. Also attached as Exhibit 2 hereto is anOperating Agreement for the nuclear joint venture, which is modeled off of theexisting UniStar operating agreement (which would remain in place). We believethe operating agreement is fair, complete and in executable form, but we wouldbe willing to discuss its terms with you, when we are invited to do so. Withyour cooperation, we are prepared to finalize in only a few days the jointventure structure and terms and execute definitive agreements.

As you and your stockholders are aware, EDF Group is one of the leadingnuclear generating companies in the world. UniStar is an important growthdriver for the Company, and our proposal allows Constellation's stockholdersto realize the extraordinary value inherent in the UniStar opportunities.Moreover, should this proposed transaction be completed, the combination ofEDFI's first-class experience at operations and scale in sourcing material andservices in the nuclear sector and the Company's very strong experience innuclear operations and operating record could improve the underlying coststructure of CENG, and deliver even more value to the Company. This addedvalue to the Company and its stockholders of the potential synergies has beenestimated in excess of $100 million per annum in Annex A.

Joint Venture Regulatory Approvals and Governance Matters

We believe that the regulatory approvals needed to consummate the nuclearjoint venture transaction include approvals of the Federal Energy RegulatoryCommission ("FERC"), the Nuclear Regulatory Commission ("NRC"), the Committeeon Foreign Investment in the United States ("CFIUS") and the New York PublicService Commission and the expiration or termination of the waiting periodunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Approval ofthe Maryland Public Service Commission is not required, although we plan towork closely with Maryland regulators to keep them informed. We do not expectthe nuclear joint venture regulatory approvals process to raise any issueswhich we have not addressed in our proposal.

Through our UniStar joint venture with Constellation, we have gainedsignificant experience in the U.S. nuclear sector and believe this positionsus well to address nuclear regulatory issues. We are committed to mitigatingissues with respect to foreign ownership so that such approvals can beobtained as quickly as possible. Accordingly, we are employing a structure inwhich EDFI would own not more than 50% of the ownership interest inConstellation's nuclear business, together with other governance provisionsthat have been used in prior transactions involving foreign persons that havereceived NRC and CFIUS approval. The governance provisions are based on theterm sheet that EDFI and the Company largely agreed on this past summer priorto your entering into the MidAmerican transaction and, accordingly, should befamiliar to you.

Attached as Annex B to this letter are the details of our proposedgovernance structure (as reflected in the form of Operating Agreement) and, asAnnex C, an outline of the NRC, FERC and other nuclear joint ventureregulatory approval requirements and an explanation of how our proposedtransaction both meets and exceeds those requirements. We are highly confidentthat we can obtain all such approvals within six to nine months.

In addition, from the period between signing of the definitive TransactionAgreement through closing of the nuclear joint venture, Constellation wouldgrant EDFI the right to have an "observer" at the Constellation Energy GroupBoard of Directors, who will have the right to attend all board meetings ofthe Constellation Board (and committees thereof) and receive copies ofcommunications sent to the Constellation Board (and committees thereof). Fromand after the closing of the purchase of the 50% interest in the nuclearbusiness and operations, EDFI would have the right to appoint a member toConstellation's Board of Directors. With respect to each of the observer andthe director appointed by EDFI, we would of course agree to appropriaterestrictions to address conflict of interest situations (identical to theprovisions agreed to by MidAmerican), to ensure that such persons areappropriately screened from restricted national security data, and such otherrestrictions reasonably requested by regulatory agencies in connection withtheir review and approval of the transaction. We will also ask for a monthlyreporting for the trading activities.

Finally, in connection with the signing of the Transaction Agreement,Constellation and EDFI shall enter into an amendment to the existing InvestorAgreement and other necessary documentation to eliminate, subject to thereceipt of required regulatory approvals, any prohibition on EDFI'sdisposition or acquisition of additional shares of common stock ofConstellation and to lift the voting restrictions in Section 3.2 of theInvestor Agreement in case of a public offer for Constellation, a capitalincrease or other extraordinary transaction involving Constellation. Thisamendment would also document the director appointment right discussed above.

Addressing Liquidity Needs

EDFI proposes to invest in, or make available to, Constellation an amountsufficient to address both Constellation's interim liquidity needs as we havedetermined them based on publicly available information and costs arising withthe termination of the MidAmerican merger agreement. We expect that suchliquidity arrangement would have several components.

Upon termination of the MidAmerican transaction, we will invest in $1billion of Constellation nonconvertible cumulative preferred stock (the"Series B Preferred"). The amount of any investment by EDFI in Series BPreferred would be credited against the purchase price for the 50% ownershipinterest in CENG, such that, at the closing of the joint venture transaction,EDFI would surrender the Series B Preferred to Constellation as payment for $1billion of the $4.5 billion purchase price. The Series B Preferred would alsobe subject to mandatory redemption by the Company upon termination of theTransaction Agreement. The issuance of the Series B Preferred should notrequire any vote of Constellation's stockholders. The form of articlessupplementary creating the Series B Preferred, a preferred stock purchaseagreement and an investor rights agreement are attached to this letter asAnnex D. We have modeled these documents on the MidAmerican Series A PreferredStock documents, and have included redlines showing our revisions thereto.

As part of the Transaction Agreement, we would also agree to a putarrangement, granting Constellation the option to put selected non-nuclearpower generation assets, with an aggregate value of up to $2 billion, to EDFI,exercisable partly or fully at any time between signing and closing of ourproposed nuclear joint venture transaction. Exercise of a put option would beconditioned upon receipt of FERC, HSR and any state public service commissionapprovals, the receipt of required third-party consents and the absence of anymaterial liens on the assets to be transferred pursuant to the put. We wouldapply for such approvals and consents, on a conditional basis, shortlyfollowing execution of the Transaction Agreement, so that exercise of the putoption would be available to the Company on a timely basis. We would expectthat all such approvals could be obtained within ninety days of applicationtherefor. The put option is included in the Transaction Agreement and a listof the generation assets subject to the put, and the price at whichConstellation would be entitled to sell them to EDFI, is included as Annex Ehereto.

With this package of liquidity arrangements in place upon termination ofthe MidAmerican merger agreement, Constellation would have sufficient fundsfrom the proceeds of the issuance of the Series B Preferred to pay the $175million termination fee, if due to MidAmerican, and any costs related to theMidAmerican preferred stock. In addition, the liquidity provided by the $1billion of Series B Preferred, the additional $3.5 billion from theacquisition of 50% of the nuclear business and the $2 billion non-nuclearplant put option, in combination with the Company's current liquidityimprovement plan of various asset and trading book sales and drawing down itscommodities trading book, will more than cover all liquidity needs of theCompany, including redemption of the costly MidAmerican 14% senior note uponclosing of any put transaction, and all potential bank financings that mightcome due as a result of the consummation of our nuclear joint venturetransaction.

Our proposed commitments on liquidity are substantially stronger thanthose made by MidAmerican. Our analysis, based on publicly availableinformation, of the Company's liquidity position after taking into account theliquidity we propose to provide is attached hereto as Annex F. Such analysisshould assure the Company's Board of Directors and its stockholders of theadequacy of the Company's liquidity position in connection with our proposedtransaction and of the strong credit profile and rating that would result fromcompletion of the transaction.

About EDFI and the EDF Group

The EDF Group, one of the leaders in the energy market in Europe, is anintegrated energy company active in all businesses: production, transport,distribution, energy selling and trading. The Group is the leading electricityproducer in Europe. Our nuclear production capacity, the largest in the world,consists of 58 power plants on 19 sites. In France, the Group has mainlynuclear and hydroelectric power plants where 95% of the electricity outputinvolves no CO2 emissions. EDF's transport and distribution subsidiariesoperate 1,246,000 km of low and medium-voltage overhead and undergroundelectricity lines and around 100,000 km of high and very high-voltagenetworks. The Group is involved in supplying energy and services to more than38 million customers around the world, including more than 28 million inFrance. The Group generated consolidated sales of euro 59.6 billion, or $76.3billion, in 2007, of which 44% originated in Europe excluding France. EDF islisted on the NYSE-Euronext Paris stock exchange as one of the largest marketcap companies.

Next Steps

As you know, it was necessary to communicate our proposal to you by letterbecause of the provisions of the Company's merger agreement with MidAmerican.We believe that the Constellation Board should determine that our proposal toacquire a 50% ownership interest in CENG, together with our proposed putarrangement, constitutes, or is reasonably likely to result in, a SuperiorProposal under the MidAmerican merger agreement. Even if the Company's Boardof Directors would not make this determination, we believe that the terms ofour proposal provide the basis necessary for the Board to change itsrecommendation of the MidAmerican transaction consistent with its duties tothe Company and its stockholders. In either event, we propose to present theproposal outlined in this letter to the Constellation Board of Directors andanswer any questions you and your representatives may have.

In addition, although EDFI reserves all rights to challenge suchprovisions and we do not believe, in any event, they are applicable to ourproposal, please consider this letter a request for a waiver and release fromthe "standstill" provisions contained in the Investor Agreement between EDFIand Constellation. Please confirm to us that such provisions have been waived.We respectfully request that you provide this confirmation as soon aspossible, so that we may promptly commence discussions. Further, in light ofour presentation of this proposal to the Board, please consider this letter arequest for a waiver of the voting restrictions in Section 3.2 of suchagreement.

Notwithstanding the onerous limitations and informational disadvantageimposed on us by the terms of the MidAmerican transaction, we are confidentthat, after you have considered our proposal, you will agree that its termsare demonstrably superior to those of the MidAmerican transaction. We alsothink you will agree that, as our proposal both provides Constellation'sstockholders an opportunity to realize the value of their investment in theCompany as well as creates an opportunity for Constellation to play animportant role, together with EDFI, in the development of nuclear generationin Maryland and beyond, ours is a transaction that will have the broad supportof the community and regulators.

We have gone to great lengths to provide you with executable documentationbased on the limited information that is available to us. However, as youwould expect, there will be no legally binding contract or agreement betweenus regarding the proposed transaction unless and until a definitivetransaction agreement is executed.

We, together with our financial and legal advisors, are prepared to moveforward immediately with our proposal and to devote our full efforts andresources to pursue this transaction on an expedited basis. If you, yourmanagement, or your advisors have any questions or responses to this proposal,please either contact me at + 33 (0) 1 40 42 31 25, or our financial advisor,Paul Dabbar, Managing Director, J.P. Morgan, at +1 212.622.2287. We lookforward to hearing from you.

Sincerely, Electricite de France International, SA By: /s/ Daniel Camus Name: Daniel Camus Title: Chairman CC: Mike Wallace Roger Wood J.P. Morgan is acting as exclusive financial advisor, and Skadden, Arps,Slate, Meagher & Flom LLP is serving as legal adviser, to EDF.

About EDF

The EDF Group, one of the leaders in the energy market in Europe, is anintegrated energy company active in all businesses: production, transport,distribution, energy selling and trading. The Group is the leading electricityproducer in Europe. EDF's nuclear production capacity, the largest in theworld, consists of 58 power plants on 19 sites. In France, it has mainlynuclear and hydroelectric power plants where 95% of the electricity outputinvolves no CO2 emissions. EDF's transport and distribution subsidiariesoperate 1,246,000 km of low and medium voltage overhead and undergroundelectricity lines and around 100,000 km of high and very high voltagenetworks. The Group is involved in supplying energy and services to more than38 million customers around the world, including more than 28 million inFrance. The Group generated consolidated sales of euro 59.6 billion, or $76.3billion, in 2007, of which 44% originated in Europe excluding France. EDF islisted on the NYSE-Euronext Paris stock exchange as one of the largest marketcap companies.

SOURCE Electricite de France S.A. ("EDF")