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                       MidAmerican Energy Holdings Company

                 Executive Voluntary Deferred Compensation Plan

                                  Plan Document


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                       MidAmerican Energy Holdings Company

                 Executive Voluntary Deferred Compensation Plan


                       ARTICLE I - PURPOSE; EFFECTIVE DATE

1.1      PURPOSE. The purpose of this Executive Voluntary Deferred Compensation
         Plan (hereinafter, the "Plan") is to permit a select group of
         management and highly compensated employees of MidAmerican Energy
         Holdings Company and its subsidiaries to defer the receipt of income
         which would otherwise become payable to them. It is intended that this
         Plan, by providing this deferral opportunity, will assist the in
         retaining and attracting individuals of exceptional ability by
         providing them with these benefits.

1.2      EFFECTIVE DATE. The Plan shall be effective as of July 1, 1999.

                            ARTICLE II - DEFINITIONS

For the purpose of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1      ACCOUNT(S). "Account(s)" means the account or accounts maintained on
         the books of the Company used solely to calculate the amount payable to
         each Participant under this Plan and shall not constitute a separate
         fund of assets. The Accounts available for each Participant shall be
         identified as:

         a)     Retirement Account;
         b)     In-Service Account; and,
         c)     Education Account.

2.2      ACTUARIAL EQUIVALENT. "Actuarial Equivalent" means an equivalence in
         value between two (2) or more forms and/or times of payment based on a
         determination by an actuary chosen by the Company, using sound
         actuarial assumptions at the time of such determination, and may be
         modified from time to time consistent with sound actuarial assumptions
         at that time.

2.3      BENEFICIARY. "Beneficiary" means the person, persons or entity as
         designated by the Participant, entitled under Article VI to receive any
         Plan benefits payable after the Participant's death.

2.4      BOARD. "Board" means the Board of Directors of the Company.

2.5      CHANGE IN CONTROL. "Change in Control" means (i) approval by the
         Company's stockholders of (a) the dissolution of the Company, (b) a
         merger or consolidation of


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         the Company where the Company is not the surviving corporation, except
         for a transaction the principal purpose of which is to change the state
         in which the Company is incorporated, (c) a reverse merger in which the
         Company survives as an entity but in which securities possessing more
         than 50 percent of the total combined voting power of the Company's
         securities are transferred to a person or persons different from those
         who hold such securities immediately prior to the merger or (d) the
         sale or other disposition of all or substantially all of the Company's
         assets; (ii) the direct or indirect acquisition by any Person or
         related group of Persons (other than an acquisition from or by the
         Company or by a Company-sponsored employee benefit plan or by a Person
         that directly or indirectly controls, is controlled by, or is under
         common control with, the Company) of beneficial ownership (within the
         meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
         amended) of securities possessing more than 50 percent of the total
         combined voting power of the Company's outstanding voting securities;
         or (iii) a change in the composition of the Board over a period of
         thirty-six (36) months of less such that a majority of the Board
         members cease, by reason of one or more contested elections for board
         membership or by one or more actions by written consent of
         stockholders, to be comprised of individuals who either (a) have been
         Board members continuously since the beginning of such period or (b)
         have been elected or nominated for election as Board members during
         such period by at least a majority of the Board members described in
         clause (a) who were still in office at the time such election or
         nomination was approved by the Board.

2.6      COMMITTEE. "Committee" means the Committee appointed by the Board to
         administer the Plan pursuant to Article VII.

2.7      COMPANY. "Company" means MidAmerican Energy Holdings Company, a Des
         Moines, Iowa based corporation, and any directly or indirectly
         affiliated subsidiary corporations, any other affiliate designated by
         the Board, or any successor to the business thereof. For purposes of
         this Plan, MidAmerican Energy Holdings Company, and each subsidiary,
         affiliate and successor shall be treated as the Company with respect to
         its employees only.

2.8      COMPENSATION. "Compensation" means the base salary payable to and bonus
         or incentive compensation earned by a Participant with respect to
         employment services performed for the Company by the Participant and
         considered to be "wages" for purposes of federal income tax
         withholding. For purposes of this Plan only, Compensation shall be
         calculated before reduction for any amounts deferred by the Participant
         pursuant to the Company's tax qualified plans which may be maintained
         under Section 401(k) or Section 125 of the Internal Revenue Code of
         1986, as amended (the "Code"), or pursuant to this Plan or any other
         non-qualified plan which permits the voluntary deferral of
         compensation. Inclusion of any other forms of compensation is subject
         to Committee Approval.

2.9      DEFERRAL COMMITMENT. "Deferral Commitment" means a commitment made by a
         Participant to defer a portion of Compensation as set forth in Article
         III. The Deferral Commitment shall apply to each payment of salary
         and/or bonus payable to a



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         Participant, and shall specify the Account or Accounts to which the
         Compensation deferred shall be allocated. Such allocation shall be made
         in whole percentages and shall be made in a form acceptable to the
         Committee.

         A Deferral Commitment shall remain in effect until amended or revoked
         as provided under Section 3.2(b), below.

2.10     DEFERRAL PERIOD. "Deferral Period" means each calendar year, except
         that the initial Deferral Period shall be July 1, 1999 through and
         including December 31, 1999.

2.11     DETERMINATION DATE. "Determination Date" means the last day of each
         calendar month.

2.12     DISABILITY. "Disability" means a physical or mental condition that
         prevents the Participant from satisfactorily performing the
         Participant's usual duties for Company. The Committee shall determine
         the existence of Disability, in its sole discretion, and may rely on
         advice from a medical examiner satisfactory to the Committee in making
         the determination.

2.13     DISCRETIONARY CONTRIBUTION. "Discretionary Contribution" means the
         Company contribution credited to a Participant's Account(s) under
         Section 4.4, below.

2.14     EARNINGS. "Earnings" means the amount credited to a Participant's
         Account(s) on each Determination Date, which shall be based on the
         Valuation Funds chosen by the Participant as provided in Section 2.21,
         below and in a manner consistent with Section 4.3, below. Such credits
         to a Participant's Account may be either positive or negative to
         reflect the increase or decrease in value of the Account in accordance
         with the provisions of this Plan.

2.15     FINANCIAL HARDSHIP. "Financial Hardship" means a severe financial
         hardship of the Participant resulting from a sudden and unexpected
         illness or accident of the Participant or of a dependent of the
         Participant, loss of the Participant's property due to casualty, or
         other similar extraordinary and unforeseeable circumstances arising as
         a result of events beyond the control of the Participant. Financial
         Hardship shall be determined based upon such standards as are, from
         time to time, established by the Committee, and such determination
         shall be in the sole discretion of the Committee.

2.16     FORM OF PAYMENT DESIGNATION. "Form of Payment Designation" means the
         form prescribed by the Committee and completed by the Participant,
         indicating the chosen form of payment for benefits payable from each
         Account under this Plan, as elected by the Participant.

2.17     401(k) PLAN. "401(k) Plan" means the MidAmerican Energy Company
         Retirement Savings Plan, or any other successor defined contribution
         plan maintained by the Company that qualifies under Section 401(a) of
         the Code and satisfies the requirements of Section 401(k) of the Code.



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2.18     PARTICIPANT. "Participant" means any employee who is eligible, pursuant
         to Section 3.1, below, to participate in this Plan, and who has elected
         to defer Compensation under this Plan in accordance with Article III,
         below. Such employee shall remain a Participant in this Plan for the
         period of deferral and until such time as all benefits payable under
         this Plan have been paid in accordance with the provisions hereof.

2.19     PLAN. "Plan" means the MidAmerican Energy Holdings Company Executive
         Voluntary Deferred Compensation Plan as amended from time to time.

2.20     RETIREMENT. "Retirement" means the termination of employment with the
         Company of the Participant after attaining age fifty-five (55).

2.21     VALUATION FUNDS. "Valuation Funds" means one or more of the
         independently established funds or indices that are identified and
         listed by the Committee. These Valuation Funds are used solely to
         calculate the Earnings that are credited to each Participant's
         Account(s) in accordance with Article IV, below, and does not
         represent, nor should it be interpreted to convey any beneficial
         interest on the part of the Participant in any asset or other property
         of the Company. The determination of the increase or decrease in the
         performance of each Valuation Fund shall be made by the Committee in
         its reasonable discretion. The Committee shall select the various
         Valuation Funds available to the Participants with respect to this Plan
         and shall set forth a list of these Valuation Funds attached hereto as
         Exhibit A, which may be amended from time to time in the discretion of
         the Committee.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1      ELIGIBILITY AND PARTICIPATION.

         a) Eligibility. Eligibility to participate in the Plan shall be limited
         to those select key employees of Company who are designated by
         management, from time to time, and approved by the Committee.

         b) Participation. An employee's participation in the Plan shall be
         effective upon notification to the employee by the Committee of
         eligibility to participate, and completion and submission of a Deferral
         Commitment, Distribution Election, Allocation Form, and Beneficiary
         Designation to the Committee no later than thirty (30) days prior to
         the beginning of the Deferral Period.

         c) First-Year Participation. When an individual first becomes eligible
         to participate during a Deferral Period, a Deferral Commitment may be
         submitted to the Committee within thirty (30) days after the Committee
         notifies the individual of eligibility to participate. Such Deferral
         Commitment will be effective only with regard to Compensation earned
         and payable following submission of the Deferral commitment to the
         Committee.



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3.2      FORM OF DEFERRAL. A Participant may elect a Deferral Commitment as
         follows:

         a) Form of Deferral Commitment. A Deferral Commitment shall be made
         with respect to each payment of salary and/or bonus payable by the
         Company to a Participant during the Deferral Period, and shall
         designate the portion of each deferral that shall be allocated among
         the various Accounts. The Participant shall set forth the amount to be
         deferred as a full percentage of salary and/or bonus (the Participant
         may designate a different percentage of salary and bonus that is to be
         deferred under this Plan). Salary Deferral Commitments shall be made in
         roughly equal amounts over the calendar year. In addition, the Deferral
         Commitment shall specify the Participant's initial allocation of the
         amounts deferred into each Account among the various available
         Valuation Funds.

         b) Period of Commitment. Once a Participant has made a Deferral
         Commitment, that Commitment shall remain in effect for that Deferral
         Period and shall remain in effect for all future Deferral Periods
         unless revoked or amended in writing by the Participant and delivered
         to the Committee no later than thirty (30) days prior to the beginning
         of a subsequent Deferral Period.

3.3      LIMITATIONS ON DEFERRAL COMMITMENTS. The following limitations shall
         apply to a Deferral Commitment, subject to amendment by the Committee
         upon providing written notice to all Participants:

         a) Maximum. The maximum amount of each payment of base salary that may
         be deferred shall be 50 percent (50%), and the maximum amount of each
         payment of bonus or incentive compensation that may be deferred shall
         be 100 percent (100%) less applicable taxes.

         b) Minimum. The minimum amount of each payment of base salary that may
         be deferred shall be 1 percent (1%), and the minimum amount of each
         payment of bonus or incentive compensation that may be deferred shall
         be 1 percent (1%).

3.4      COMMITMENT LIMITED BY TERMINATION. If a Participant terminates
         employment with Company prior to the end of the Deferral Period, the
         Deferral Period shall end as of the date of termination.

3.5      MODIFICATION OF DEFERRAL COMMITMENT. Except as provided in Section 5.5
         below, a Deferral Commitment shall be irrevocable by the Participant
         during a Deferral Period.

3.6      CHANGE IN EMPLOYMENT STATUS. If the Committee determines that a
         Participant's employment performance is no longer at a level that
         warrants reward through participation in this Plan, but does not
         terminate the Participant's employment with Company, the Participant's
         existing Deferral Commitment shall terminate at the end of the Deferral
         Period, and no new Deferral Commitment may be made by such Participant
         after notice of such determination is given by the Board, unless the
         Participant later satisfies the requirements of (ss.)3.1, above. If the
         Committee, in its sole



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         discretion, determines that the Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as determined in accordance with the Employee Retirement Income
         Security Act of 1974, as amended, the Committee may, in its sole
         discretion terminate any Deferral Commitment for that year, prohibit
         the Participant from making any future Deferral Commitments and/or
         distribute the Participant's Account Balances in accordance with
         Article V of this Plan as if the Participant had terminated employment
         with the Company as of that time.

                   ARTICLE IV - DEFERRED COMPENSATION ACCOUNT

4.1      ACCOUNTS. The Compensation deferred by a Participant under the Plan,
         any Discretionary Contributions and Earnings shall be credited to the
         Participant's Account(s). Separate accounts may be maintained to
         reflect the different Accounts chosen by the Participant, and the
         Participant shall designate the portion of each deferral that will be
         credited to each Account as set forth in Section 3.2(a), above. These
         Accounts shall be used solely to calculate the amount payable to each
         Participant under this Plan and shall not constitute a separate fund of
         assets.

4.2      TIMING OF CREDITS; WITHHOLDING. A Participant's deferred Compensation
         shall be credited to each Account designated by the Participant on the
         15th day of each month or the last business day of each month
         consistent with normal payroll processing. Bonus Compensation will be
         credited when it would normally be payable to the participant. Any
         Discretionary Contributions shall be credited to the appropriate
         Account(s) as provided by the Committee. Any withholding of taxes or
         other amounts with respect to deferred Compensation that is required by
         local, state or federal law shall be withheld from the Participant's
         corresponding non-deferred portion of the Compensation to the maximum
         extent possible, and any remaining amount shall reduce the amount
         credited to the Participant's Account in a manner specified by the
         Committee.

4.3      VALUATION FUNDS. A Participant shall designate, at a time and in a
         manner acceptable to the Committee, one or more Valuation Funds for
         each Account for the sole purpose of determining the amount of Earnings
         to be credited or debited to such Account. Such election shall
         designate the portion of each deferral of Compensation made into each
         Account that shall be allocated among the available Valuation Fund(s),
         and such election shall apply to each succeeding deferral of
         Compensation until such time as the Participant shall file a new
         election with the Committee. Upon notice to the Committee, the
         Participant may also reallocate the balance in each Valuation Fund
         among the other available Valuation Funds as of the next succeeding
         Determination Date, but in no event shall such re-allocation occur more
         frequently than monthly.

4.4      DISCRETIONARY CONTRIBUTIONS. Company may make Discretionary
         Contributions to a Participant's Account. Discretionary Contributions
         shall be credited at such times and in such amounts as recommended by
         the Committee and approved by the Compensation Committee of the Board,
         or the Board in its sole discretion shall determine. Unless the
         Committee specifies otherwise, such Discretionary Contribution



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         shall be allocated among the various Accounts in the same proportion as
         set forth in section 4.1, above.

4.5      DETERMINATION OF ACCOUNTS. Each Participant's Account as of each
         Determination Date shall consist of the balance of the Account as of
         the immediately preceding Determination Date, adjusted as follows:

         a) New Deferrals. Each Account shall be increased by any deferred
         Compensation credited since such prior Determination Date in the
         proportion chosen by the Participant.

         b) Discretionary Contributions. Each Account shall be increased by any
         Discretionary Contributions credited since such prior Determination
         Date in the same proportion chosen by the Participant with respect to
         new deferrals as set forth above.

         c) Distributions. Each Account shall be reduced by the amount of each
         benefit payment made from that Account since the prior Determination
         Date. Distributions shall be deemed to have been made proportionally
         from each of the Valuation Funds maintained within such Account based
         on the proportion that such Valuation Fund bears to the sum of all
         Valuation Funds maintained within such Account for that Participant as
         of the Determination Date immediately preceding the date of payment.

         d) Earnings. Each Account shall be increased or decreased by the
         Earnings credited to such Account since such Determination Date, as
         though the balance of that Account as of the beginning of the current
         month had been invested in the applicable Valuation Funds chosen by the
         Participant.

4.6      VESTING OF ACCOUNTS. Each Participant shall be one hundred percent
         (100%) vested at all times in the amount of Compensation elected to be
         deferred under this Plan and Earnings thereon, except that the
         Committee may provide that the amount of any Discretionary Contribution
         and Earnings thereon shall become vested as determined by the
         Compensation Committee of the Board.

4.7      STATEMENT OF ACCOUNTS. The Committee shall give to each Participant a
         statement showing the balances in the Participant's Account on a
         quarterly basis.

                            ARTICLE V - PLAN BENEFITS

5.1      RETIREMENT ACCOUNT. The Participant's Retirement Account shall be
         distributed to the Participant upon the termination of employment with
         the Company. Benefits under this section shall be payable as soon as
         administratively practical after termination of employment. The form of
         benefit payment shall be that form selected by the Participant pursuant
         to Section 5.6, below, except that if the Participant terminates
         employment with the Company prior to Retirement, the full amount of the
         Retirement Account shall be paid in a lump sum payable as soon as
         administratively practical.



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5.2      IN-SERVICE ACCOUNT. The Participant's In-Service Account shall be
         distributed to the Participant upon the date chosen by the Participant
         in the first Deferral Commitment which designated a portion of the
         Compensation deferred be allocated to the In-Service Account. The form
         of benefit payment shall be that form selected by the Participant
         pursuant to Section 5.6, below. However, if the Participant terminates
         employment with the Company prior to the date so chosen by the
         Participant, the In-Service Account shall be added to the Retirement
         Account as of the date of termination of service and shall be paid in
         accordance with the provisions of Section 5.1 above.

5.3      EDUCATIONAL ACCOUNT. The Participant's Educational Account shall be
         distributed to the Participant upon the date chosen by the Participant
         in the first Deferral Commitment which designated a portion of the
         Compensation deferred be allocated to the Educational Account. The
         balance of that Account shall be distributed to the Participant in four
         (40 annual installments; the annual payment amount shall be equal to
         the balance of the Account immediately prior to the payment, multiplied
         by a fraction, the numerator of which is one (1) and the denominator of
         which commences at four (4) and is reduced by one (1) in each
         succeeding year. However, if the Participant terminates employment with
         the Company prior to the date so chosen by the Participant, the
         Educational Account shall be added to the Retirement Account as of the
         date of termination of service and shall be paid in accordance with the
         provisions of Section 5.1, above.

5.4      DEATH BENEFIT. Upon the death of a Participant prior to the
         commencement of benefits under this Plan from any Account, Company
         shall pay to the Participant's beneficiary an amount equal to the
         Account balance in that Account in a manner chosen by the Participant
         in the most recent Deferral Commitment. In the event of the death of
         the Participant after the commencement of benefits under this Plan from
         any Account, the benefits from that Account(s) shall be paid to the
         Participant's designated Beneficiary from that Account at the same time
         in the same manner as if the Participant had survived.

5.5      HARDSHIP DISTRIBUTIONS. Upon a finding that a Participant has suffered
         a Financial Hardship or Disability, the Committee may, in its sole
         discretion, amend the existing Deferral Commitment, or make
         distributions from any or all of the Participant's Accounts. The amount
         of such distribution shall be limited to the amount reasonably
         necessary to meet the Participant's needs resulting from the Financial
         Hardship or Disability, and will not exceed the Participant's Account
         balances. If payment is made due to Financial Hardship, the
         Participant's deferrals under this Plan shall cease for the period of
         the Financial Hardship or Disability and for twelve (12) months
         thereafter. Any resumption of the Participant's deferrals under the
         Plan after such twelve (12) month period shall be made only at the
         election of the Participant in accordance with Article III herein.

5.6      FORM OF PAYMENT. Unless otherwise specified in paragraphs 5.2 or 5.3,
         the benefits payable from any Account under this Plan shall be paid in
         the form of benefit as provided below, and specified by the Participant
         in the Form of Payment Designation.


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         The most recently submitted Form of Payment Designation shall be
         effective for the entire account balance unless amended in writing by
         the Participant and delivered to the Committee. If, at the time payment
         of benefits under this Plan become due and payable, the Participant's
         most recent election as to the form of payment was made within one (1)
         year of such payment, then the most recent election made by the
         Participant more than one year period to the time of payment shall be
         used to determine the form of payment. The permitted forms of benefit
         payments are:

         a) A lump sum amount which is equal to the Account balance; and,
         b) Annual installments for a period of up to ten (10) years where the
         annual payment shall be equal to the balance of the Account immediately
         prior to the payment, multiplied by a fraction, the numerator of which
         is one (1) and the denominator of which commences at the number of
         annual payments initially chosen and is reduced by one (1) in each
         succeeding year. Earnings on the unpaid balance shall be based on the
         most recent allocation among the available Valuation Funds chosen by
         the Participant, made in accordance with Section 4.3, above.

5.7      SMALL ACCOUNT. If the total of a Participant's unpaid Account balances
         as of the Participant's Retirement is less than $50,000, the remaining
         unpaid, Accounts(s) may be paid in a lump sum at the discretion of the
         Committee, notwithstanding any election by the Participant to the
         contrary.

5.8      WITHHOLDING; PAYROLL TAXES. Company shall withhold from any payment
         made pursuant to this Plan any taxes required to be withheld from such
         payments under local, state or federal law. A Beneficiary, however, may
         elect not to have withholding of federal income tax pursuant to Section
         3405(a)(2) of the Code, or any successor provision thereto.

5.9      PAYMENT TO GUARDIAN. If a Plan benefit is payable to a minor or a
         person declared incompetent or to a person incapable of handling the
         disposition of the property, the Committee may direct payment to the
         guardian, legal representative or person having the care and custody of
         such minor, incompetent or person. The Committee may require proof of
         incompetency, minority, incapacity or guardianship as it may deem
         appropriate prior to distribution. Such distribution shall completely
         discharge the Committee and Company from all liability with respect to
         such benefit.

5.10     EFFECT OF PAYMENT. The full payment of the applicable benefit under
         this Article V shall completely discharge all obligations on the part
         of the Company to the Participant (and the Participant's Beneficiary)
         with respect to the operation of this Plan, and the Participant's (and
         Participant's Beneficiary's) rights under this Plan shall terminate.

                     ARTICLE VI - BENEFITICIARY DESIGNATION

6.1      BENEFICIARY DESIGNATION. Each Participant shall have the right, at any
         time, to designate one (1) or more persons or entity as Beneficiary
         (both primary as well as secondary) to whom benefits under this Plan
         shall be paid in the event of Participant's death prior to



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         complete distribution of the Participant's Account balance. Each
         Beneficiary designation shall be in a written form prescribed by the
         Committee and shall be effective only when filed with the Committee
         during the Participant's lifetime. Designation by a married Participant
         to the Participant's spouse of less than a fifty percent (50%) interest
         in the benefit due shall not be effective unless the spouse executes a
         written consent that acknowledges the effect of the designation, or it
         is established that the consent cannot be obtained because the spouse
         cannot be located.

6.2      CHANGING BENEFICIARY. Any Beneficiary designation may be changed by an
         unmarried Participant without the consent of the previously named
         Beneficiary by the filing of a new Beneficiary designation with the
         Committee. A married Participant's Beneficiary designation may be
         changed by a Participant with the consent of the Participant's spouse
         as provided for in Section 6.1 above. The filing of a new designation
         shall cancel all designations previously filed.

6.3      CHANGE IN MARITAL STATUS. If the Participant's marital status changes
         after the Participant has designated a Beneficiary, the following shall
         apply:

         a)   If the Participant is married at death but was unmarried when the
              designation was made, the designation shall be void unless the
              spouse has consented to it in the manner prescribed in Section 6.1
              above.
         b)   If the Participant is unmarried at death but was married when the
              designation was made:
              i)   The designation shall be void if the spouse was named as
                   Beneficiary.
             ii)   The designation shall remain valid if the spouse was not
                   named and a non-spouse Beneficiary was named.
         c)   If the Participant was married when the designation was made and
              is married to a different spouse at death, the designation shall
              be void unless the new spouse has consented to it in the manner
              prescribed in Section 6.1 above.

6.4      NO BENEFICIARY DESIGNATION. If any Participant fails to designate a
         Beneficiary in the manner provided above, if the designation is void,
         or if the Beneficiary designated by a deceased Participant dies before
         the Participant or before complete distribution of the Participant's
         benefits, the Participant's Beneficiary shall be the person in the
         first of the following classes in which there is a survivor:

         a)   The Participant's surviving spouse;
         b)   The Participant's children in equal shares, except that if any of
              the children predeceases the Participant but leaves surviving
              issue, then such issue shall take by right of representation the
              share the deceased child would have taken if living;
         c)   The Participant's estate.

6.5      EFFECT OF PAYMENT. Payment to the Beneficiary shall completely
         discharge the Company's obligations under this Plan.



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                          ARTICLE VII - ADMINISTRATION


7.1      COMMITTEE; DUTIES. This Plan shall be administered by the Committee,
         which shall consist of not less than three (3) persons appointed by the
         Board, except after a Change in Control as provided in Section 7.5
         below. The Committee shall have the authority to make, amend, interpret
         and enforce all appropriate rules and regulations for the
         administration of the Plan and decide or resolve any and all questions,
         including interpretations of the Plan, as may arise in such
         administration. A majority vote of the Committee member shall control
         any decision. Members of the Committee may be Participants under this
         Plan.

7.2      AGENTS. The Committee may, from time to time, employ agents and
         delegate to them such administrative duties as it sees fit, and may
         from time to time consult with counsel who may be counsel to the
         Company.

7.3      BINDING EFFECT OF DECISIONS. The decision or action of the Committee
         with respect to any question arising out of or in connection with the
         administration, interpretation and application of the Plan and the
         rules and regulations promulgated hereunder shall be final, conclusive
         and binding upon all persons having any interest in the Plan.

7.4      INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
         the members of the Committee against any and all claims, loss, damage,
         expense or liability arising from any action or failure to act with
         respect to this Plan on account of such member's service on the
         Committee, except in the case of gross negligence or willful
         misconduct.

7.5      ELECTION OF COMMITTEE AFTER CHANGE IN CONTROL. After a Change in
         Control, vacancies on the Committee shall be filled by majority vote of
         the remaining Committee members and Committee members may be removed
         only by such a vote. If no Committee members remain, a new Committee
         shall be elected by majority vote of the Participants in the Plan
         immediately preceding such Change in Control. No amendment shall be
         made to Article VII or other Plan provisions regarding Committee
         authority with respect to the Plan without prior approval by the
         Committee.

                         ARTICLE VIII - CLAIMS PROCEDURE


8.1      CLAIM. Any person or entity claiming a benefit, requesting an
         interpretation or ruling under the Plan (hereinafter referred to as
         "Claimant"), or requesting information under the Plan shall present the
         request in writing to the Committee, which shall respond in writing as
         soon as practicable.

8.2      DENIAL OF CLAIM. If the claim or request is denied, the written notice
         of denial shall state:


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         a)   The reasons for denial, which specific reference to the Plan
              provisions on which the denial is based;
         b)   A description of any additional material or information required
              and an explanation of why it is necessary; and
         c)   An explanation of the Plan's claim review procedure.

8.3      REVIEW OF CLAIM. Any Claimant whose claim or request is denied or who
         has not received a response within sixty (60) days may request a review
         by notice given in writing to the Committee. Such request must be made
         within sixty (60) days after receipt by the Claimant of the written
         notice of denial, or in the event Claimant has not received a response
         sixty (60) days after receipt by the Committee of Claimant's claim or
         request. The claim or request shall be reviewed by the Committee which
         may, but shall not be required to, grant the Claimant a hearing. On
         review, the Claimant may have representation, examine pertinent
         documents, and submit issues and comments in writing.

8.4      FINAL DECISION. The decision on review shall normally be made within
         sixty (60) days after the Committee's receipt of Claimant's claim or
         request. If an extension of time is required for a hearing or other
         special circumstances, the Claimant shall be notified and the time
         limit shall be one hundred twenty (120) days. The decision shall be in
         writing and shall state the reasons and the relevant Plan provisions.
         All decisions on review shall be final and bind all parties concerned.

                 ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN


9.1      AMENDMENT. The Board may at any time amend the Plan by written
         instrument, notice of which is given to all Participants and to
         Beneficiary receiving installment payments, except that no amendment
         shall reduce the amount accrued in any Account as of the date such
         notice of the amendment is given.

9.2      COMPANY'S RIGHT TO TERMINATE. The Board may at any time partially or
         completely terminate the Plan if, in its judgment, the tax, accounting
         or other effects of the continuance of the Plan, or potential payments
         thereunder would not be in the best interests of Company.

         a)   PARTIAL TERMINATION. The Board may partially terminate the Plan by
              instructing the Committee not to accept any additional Deferral
              Commitments. If such a partial termination occurs, the Plan shall
              continue to operate and be effective with regard to Deferral
              Commitments entered into prior to the effective date of such
              partial termination.

         b)   COMPLETE TERMINATION. The Board may completely terminate the Plan
              by instructing the Committee not to accept any additional Deferral
              Commitments, and by terminating all ongoing Deferral Commitments.
              In the event of complete termination, the Plan shall cease to
              operate and Company shall distribute each



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              Account to the appropriate Participant. Payment shall be made as a
              lump sum within ninety (90) days of plan termination.

                            ARTICLE X - MISCELANEOUS


10.1     UNFUNDED PLAN. This plan is unfounded plan maintained primarily to
         provide deferred compensation benefits for a select group of
         "management or highly-compensated employees" within the meaning of
         Sections 201, 301, and 401 of the Employee Retirement Income Security
         Act of 1974, as amended ("ERISA"), and therefore is exempt from the
         provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the
         Board may terminate the Plan and make no further benefit payments or
         remove certain employees as Participants if it is determined by the
         United States Department of Labor, a court of competent jurisdiction,
         or an opinion of counsel that the Plan constitutes an employee pension
         benefit plan within the meaning of Section 3 (2) of ERISA (as currently
         in effect or hereafter amended) which is not so exempt.

10.2     COMPANY OBLIGATION. The obligation to make benefit payments to any
         Participant under the Plan shall be an obligation solely of the
         appropriate Company with respect to the deferred Compensation
         receivable from, and contributions by, that Company and shall not be an
         obligation of any other company, including any other subsidiary,
         affiliate or subsidiary.

10.3     UNSECURED GENERAL CREDITOR. Notwithstanding any other provision of this
         Plan, Participants and Participants' Beneficiary shall be unsecured
         general creditors, with no secured or preferential rights to any assets
         of the appropriate Company or any other party for payment of benefits
         under this Plan. Any property held by Company for the purpose of
         generating the cash flow for benefit payments shall remain its general,
         unpledged and unrestricted assets. Company's obligation under the Plan
         shall be an unfounded and unsecured promise to pay money in the future.

10.4     TRUST FUND. Company shall be responsible for the payment of all
         benefits provided under the Plan. At its discretion, Company may
         establish one (1) or more trusts, with such trustees as the Board may
         approve, for the purpose of assisting in the payment of such benefits.
         Although such a trust shall be irrevocable, its assets shall be held
         for payment of all Company's general creditors in the event of
         insolvency. To the extent any benefits provided under the Plan are paid
         from any such trust, Company shall have no further obligation to pay
         them. If not paid from the trust, such benefits shall remain the
         obligation of Company.

10.5     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate or convey in
         advance of actual receipt the amounts, if any, payable hereunder, or
         any part thereof, which are, and all rights



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         to which are, expressly declared to be unassignable and
         non-transferable. No part of the amounts payable shall, prior to actual
         payment, be subject to seizure or sequestration for the payment of any
         debts, judgments, alimony or separate maintenance owed by a Participant
         or any other person, nor be transferable by operation of law in the
         event of a Participant's or any other person's bankruptcy or
         insolvency.

10.6     NOT A CONTRACT OF EMPLOYMENT. This Plan shall not constitute a contract
         of employment between Company and the Participant. Nothing in this Plan
         shall give a Participant the right to be retained in the service of
         Company or to interfere with the right of the Company to discipline or
         discharge a Participant at any time.

10.7     PROTECTIVE PROVISIONS. A Participant will cooperate with Company by
         furnishing any and all information requested by Company, in order to
         facilitate the payment of benefits hereunder, and by taking such
         physical examinations as Company may deem necessary and taking such
         other action as may be requested by Company.

10.8     GOVERNING LAW. The provisions of this Plan shall be construed and
         interpreted according to the laws of the State of Iowa, except as
         preempted by federal law.

10.9     VALIDITY. If any provision of this Plan shall be held illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal and invalid provision had never been
         inserted herein.

10.10    NOTICE. Any notice required or permitted under the Plan shall be
         sufficient if in writing and hand delivered or sent by registered or
         certified mail. Such notice shall be deemed given as of the date of
         delivery or, if delivery is made by mail, as of the date shown on the
         postmark on the receipt for registration or certification. Mailed
         notice to the Committee shall be directed to the company's address.
         Mailed notice to a Participant or Beneficiary shall be directed to the
         individual's last known address in Company's records.

10.11    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of Company and its successors and assigns. The term successors
         as used herein shall include any corporate or other business entity
         which shall, whether by merger, consolidation, purchase or otherwise
         acquire all or substantially all of the business and assets of Company,
         and successors of any such corporation or other business entity.


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