<PAGE>

                                                                   EXHIBIT 10.52

                           FIRST AMENDED AND RESTATED
                        SUPPLEMENTAL RETIREMENT PLAN FOR
                               DESIGNATED OFFICERS



                           MIDAMERICAN ENERGY COMPANY













AMENDED AND RESTATED AS OF MAY 10, 1999



<PAGE>





                           MIDAMERICAN ENERGY COMPANY
                           FIRST AMENDED AND RESTATED
              SUPPLEMENTAL RETIREMENT PLAN FOR DESIGNATED OFFICERS

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                              <C>
 I. ESTABLISHMENT.................................................................................................1

 II. PURPOSE .....................................................................................................1

 III. CONSTRUCTION................................................................................................1

         Section 3.1.  Definitions................................................................................1
         Section 3.2.  Gender and Number..........................................................................6
         Section 3.3.  Severability...............................................................................6

 IV. ADMINISTRATION...............................................................................................6

         Section 4.1.  The Committee..............................................................................6
         Section 4.2.  Authority of the Committee.................................................................6
         Section 4.3.  Decisions Binding..........................................................................7
         Section 4.4.  Terms of Participation.....................................................................7

 V. ELIGIBILITY AND PARTICIPATION.................................................................................7

         Section 5.1.  Participation..............................................................................7
         Section 5.2.  No Employment Guarantee....................................................................8

 VI. BENEFITS ....................................................................................................8

         Section 6.1.  Benefits Upon Normal Retirement............................................................8
         Section 6.2.  Benefits Upon Early Retirement.............................................................8
         Section 6.3.  Benefits Upon Disability...................................................................8
         Section 6.4.  Benefits Upon Death........................................................................8
         Section 6.5.  Forfeiture Upon Termination for Cause.....................................................10
         Section 6.6.  General Payout Restrictions...............................................................10
         Section 6.7.  General Release...........................................................................10

 VII. INDIVIDUAL ACCOUNTS AND THE RABBI TRUST....................................................................10

         Section 7.1.  Establishment of a Rabbi Trust............................................................10
         Section 7.2.  Causing the Trust to Become Irrevocable...................................................10
         Section 7.3.  Payment of Benefits from the Trust........................................................10

 VIII. BENEFICIARY DESIGNATION...................................................................................11

         Section 8.1.  Designation of Beneficiary................................................................11
         Section 8.2. Payment to a Participant's Estate..........................................................11

 IX. MISCELLANEOUS...............................................................................................11

<PAGE>

<CAPTION>
                                                                                                               Page
<S>                                                                                                              <C>
         Section 9.1.  Unfunded Plan.............................................................................11
         Section 9.2.  Withholding...............................................................................11
         Section 9.3.  Costs of the Plan.........................................................................12
         Section 9.4.  Nontransferability........................................................................12
         Section 9.5.  Successors ...............................................................................12
         Section 9.6.  Address of Participant or Beneficiary.....................................................12
         Section 9.7.  Applicable Law............................................................................12
</TABLE>



<PAGE>


                           MIDAMERICAN ENERGY COMPANY
                           FIRST AMENDED AND RESTATED
              SUPPLEMENTAL RETIREMENT PLAN FOR DESIGNATED OFFICERS

I.   ESTABLISHMENT

     MidAmerican Energy Company, an Iowa corporation (the "Company"), and an
     indirect wholly owned subsidiary of MidAmerican Energy Holdings Company
     ("Holdings"), hereby adopts the Company's First Amended and Restated
     Supplemental Retirement Plan for Designated Officers (the "Plan"),
     effective as of May 10, 1999. The Plan is an amendment and restatement of
     the Supplemental Retirement for Designated Officers, which was adopted on
     January 1, 1996, as previously amended through March 12, 1999.

II.  PURPOSE

     The purpose of the Plan is to enable the Company, Holdings and their
     Subsidiaries to attract, retain, and motivate persons of outstanding
     competence, and to provide appropriate supplemental retirement and
     survivor benefits to Designated Officers of the Company, Holdings and
     their Subsidiaries.

III. CONSTRUCTION

     Section 3.1. Definitions. Whenever used herein, the following terms shall
     have the respective meanings set forth below:

     (a) "Board" means the Board of Directors of the Company.

     (b) "Cause" means, unless otherwise defined in a Participant's employment
         agreement, a Participant's discharge from the employment of the
         Company, Holdings or any Subsidiary because such Participant
         willfully engages in conduct, or lack thereof, that is demonstrably
         and materially injurious to the Company, Holdings or any Subsidiary
         or their business reputation or financial structure. Determination of
         "Cause" shall be made by the Committee in the exercise of good faith
         and reasonable judgment.

     (c) "Change in Control" means either:

         (i)  The closing date of the restructuring of the Company as a result
              of merger, consolidation, takeover or reorganization unless at
              least sixty percent (60%) of the members of the board of
              directors of the corporation resulting from such merger,
              consolidation, takeover or reorganization were members of the
              Incumbent Board; or


<PAGE>


         (ii) The occurrence of any other event that is designated as being a
              "Change in Control" by a majority vote of the directors of the
              Incumbent Board who are not also employees of the Company.

     (d) "Code" means the Internal Revenue Code of 1986, as amended.

     (e) "Committee" means an Administrative Committee comprised of Company
         employees selected by the President of the Company and approved by
         the Board to administer the Plan pursuant to Article IV herein.

     (f) "Company" means MidAmerican Energy Company.

     (g) "Designated Officer" means an officer of the Company, Holdings or any
         Subsidiary who has been approved by the Board or the Committee, as
         applicable, to participate in the Plan.

     (h) "Disability" means a Termination of Services resulting from a total
         disability of a Participant, as a result of a medically determinable
         physical or mental impairment which renders such Participant unable
         to engage in any substantial gainful employment, and which can be
         expected to be of indefinite duration. Such Disability shall be
         determined by the Committee in the exercise of good faith and
         reasonable judgment in reliance on competent medical advice from one
         or more qualified individuals selected by the Committee.

     (i) "Disability Benefit" means, for such Participant, the Normal
         Retirement Supplemental Benefit or Early Retirement Supplemental
         Benefit, computed as though the Participant is deemed to have
         continued in employment during the period of disability and incurred
         a Termination of Services on the date he or she elects to begin
         receiving benefits hereunder.

     (j) "Early Retirement Total Benefit" means a Normal Retirement Total
         Benefit reducing the 65% in the formula in Section 3.l(q) at the rate
         of one percentage point for each full and one percentage point for
         each fraction of a year that, on the Participants Early Retirement
         Date, such Participant's age is less than sixty-five (65) years
         (i.e., 60% at age 60, 55% at age 55).

     (k) "Early Retirement" means, for each Participant, the commencement of
         benefits after Termination of Services of such Participant other than
         because of



                                     -2-
<PAGE>


         death or Cause, but prior to such Participant reaching Normal
         Retirement Age.

     (l) "Early Retirement Date" means the first day of the month chosen by
         the Participant for commencement of the Early Retirement Supplement
         Benefit, which, in general, shall not be earlier than the first day
         of the month following the Participant's attainment of age fifty-five
         (55), provided that the Board or the Committee, as applicable, may
         allow for an earlier Early Retirement Date in its discretion on a
         Participant-by-Participant basis.

     (m) "Early Retirement Supplemental Benefit" (see subsection (r) below).

     (n) "Effective Date" means January 1, 1996.

     (o) "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended from time to time, or any successor thereto.

     (p) "Incumbent Board" means the members of the Board on August 1, 1995.
         For this purpose, an individual who becomes a member of the Board
         subsequent to August 1, 1995 and who has been nominated for election
         by the Company's shareholders by resolution adopted by a vote of at
         least two-thirds of the directors then comprising the Incumbent Board
         at a duly convened meeting thereof shall be deemed to be a member of
         the Incumbent Board.

     (q) "Normal Retirement Total Benefit" means the annual benefit provided
         under the Plan on a Participant's Normal Retirement Date, in the
         amount of sixty-five percent (65%) of such Participant's Total Cash
         Compensation in effect immediately prior to such Termination of
         Services, times a fraction, the numerator being the number of years
         (including fractions of a year) of participation in this Plan (or
         participation in a similar supplemental retirement plan of a
         Predecessor Company) as of the date of Termination of Services, and
         the denominator being the number of years of participation if the
         Participant had remained employed to age 55 (the factor shall not
         exceed 1.0). The Board or the Committee, as applicable, shall have
         the authority to grant the crediting of service with a former
         employer of a Participant in the calculation of such Participant's
         number of years of participation in the Plan or to provide other
         credit for service on a case by case basis.


                                     -3-
<PAGE>


     (r) "Normal Retirement Supplemental Benefit" and "Early Retirement
         Supplemental Benefit", respectively, mean the Normal Retirement Total
         Benefit or Early Retirement Total Benefit, as applicable, reduced by
         the sum of:

         (i)  the annual benefits provided to such Participant under a Tax
              Qualified Pension Plan (determined as if the Participant elected
              a joint and 2/3 survivor benefit under such plan and beginning
              on the same date that payments begin under this Plan);

         (ii) benefits under Iowa-Illinois Gas and Electric Company
              Supplemental Retirement Plan, the Iowa Resources Inc. and
              Subsidiaries Supplemental Retirement Income Plan and the Midwest
              Resources Supplemental Retirement Plan, after converting such
              benefits to an actuarially equivalent amount, as determined by
              the Committee in the exercise of good faith and reasonable
              judgment; and

        (iii) tax qualified defined benefit pension type retirement plan
              benefits payable to such Participant by other employers of such
              Participant if service with such other employers is credited as
              service under the Tax Qualified Pension Plan, after converting
              such benefits to an actuarially equivalent amount, as determined
              by the Committee in the exercise of good faith and reasonable
              judgment;

         provided, however, that unless otherwise provided in a Participant's
         employment agreement, a Participant's Normal Retirement Supplemental
         Benefit and Early Retirement Supplemental Benefit may not exceed $1
         million per year. An Early Retirement Supplemental Benefit will not
         be available to any Participant whose Termination of Services occurs
         prior to being credited with five (5) Years of Service unless
         otherwise provided in a Participant's employment agreement.

     (s) "Normal Retirement Age" means, for each Participant, the attainment
         of age sixty-five (65) years.

     (t) "Normal Retirement Date" means the first day of the month in which a
         Participant reaches Normal Retirement Age.

     (u) "Participant" means a Designated Officer of the Company, Holdings or
         any Subsidiary who has been approved by the Board or the Committee,
         as


                                      -4-
<PAGE>

         applicable, to participate in the Plan, and any retired individual
         who has a vested accrued benefit under the Plan as specified in
         Article V.

     (v) "Plan Year" means the calendar year beginning January 1 and ending
         December 31.

     (w) "Predecessor Company" means CalEnergy Company, Inc., MidWest
         Resources Inc., Iowa-Illinois Gas and Electric Company, Midwest
         Energy Company, Iowa Resources Inc., any subsidiaries of any of these
         companies and any member of the same controlled group of corporations
         of any of these companies.

     (x) "Rabbi Trust" means a grantor trust, within the meaning of Sections
         671-678 of the Code, established by the Company for the benefit of
         the Participants, both active and retired, and the Participants'
         designated beneficiaries, as specified in Article VIII.

     (y) "Spouse" means a husband or wife as licensed in marriage by the
         state.

     (z) "Subsidiary" means a company as to which Holdings or the Company
         directly or indirectly holds securities representing at least 50% of
         the total voting power of all voting securities.

    (aa) "Survivor's Benefit" means the benefit payable to a Participant's
         surviving Spouse, designated beneficiary or estate under the Plan as
         specified in Section 6.6 in the event of such Participant's death.

    (bb) "Tax Qualified Pension Plan" shall mean the tax qualified defined
         benefit plan, cash balance plan and money purchase pension plan, if
         any, maintained by the Company, Holdings or any Subsidiary, but shall
         not include any profit sharing plans, employee stock ownership plans
         or qualified salary reduction or cash or deferred plan.

    (cc) "Termination of Services" means the severing of a Participant's
         employment with the Company, Holdings or any Subsidiary for any
         reason.

    (dd) "Total Cash Compensation" means (i) the highest amount payable to a
         Participant by the Company, Holdings or any Subsidiary (or a
         Predecessor Company) as monthly base salary during the five years
         immediately prior to termination of services (including the year in
         which termination occurs) multiplied by twelve, plus (ii) the average
         of the Participant's Awards during the most recent three

                                     -5-
<PAGE>


          year period under the Company's Key Employee Annual Incentive Plan or
          its successor plan(s), or bonus awards under a similar annual
          incentive bonus program for executives of Holdings, a Subsidiary or a
          Predecessor Company, plus (iii) the prior three-year average annual
          amount of any other special, additional or non-recurring bonus awards
          or other compensation, but only if such awards or compensation are
          (A) required to be included in Total Cash Compensation under a
          Participant's employment agreement or (B) approved by the Committee
          for inclusion in Total Cash Compensation as set forth in written
          notice to a Participant. Monthly base salary shall include amounts
          deferred under any (ss.) 401(k) plans, (ss.) 125 cafeteria plans,
          nonqualified deferred compensation plans or similar arrangements. If
          less than three years of bonus awards have been made for the
          Participation during the most recent three year period prior to
          termination of employment, the average of the number of bonus awards
          actually made during such three year period shall be used.

     (ee) "Year of Service" or "Years of Service" means each full twelve
          months of service with the Company, Holdings, a Subsidiary or a
          Predecessor Company.

     Section 3.2. Gender and Number. Except when otherwise indicated by the
     context, any masculine term used herein also shall include the feminine;
     the plural shall include the singular; and the singular shall include the
     plural.

     Section 3.3. Severability. In the event any provision of the Plan shall
     be held illegal or invalid for any reason, the illegality or invalidity
     shall not affect the remaining parts of the Plan; and the Plan shall be
     construed and enforced as if the illegal or invalid provision had not
     been included.

IV.  ADMINISTRATION

     Section 4.1. The Committee. The Plan shall be administered by the
     Committee which shall be selected by the Board, and unless the Board
     otherwise directs in writing, the Committee shall possess, in addition to
     any powers specifically vested in the Committee, any or all of the powers
     vested in the Board hereunder. The Committee may delegate the
     responsibility of performing ministerial acts to such administrative
     agents as it deems advisable or desirable to carry out the purpose of the
     Plan.

     Section 4.2. Authority of the Committee. The Committee shall have the
     power to construe and interpret the Plan and any agreement or instrument
     entered into hereunder, to prescribe, amend, or waive rules and
     regulations for the


                                     -6-
<PAGE>


     Plan's administration; and to make any other determination which may be
     necessary or advisable for the Plan's administration. The Committee may
     correct any defect or supply any omission or reconcile any inconsistency
     in the Plan in the manner and to the extent reasonable to effect its
     purpose. The Committee shall have full discretion to administer the Plan
     as it sees fit. All decisions of the Committee shall be final and binding
     absent manifest error.

     The Company may elect to insure the lives of Participants; in such case,
     Participants must agree to undergo physical examinations and otherwise
     cooperate in obtaining such insurance as a condition precedent to
     participation in the Plan. Any such life insurance policies shall be
     owned by and be considered a general asset of the Company. Subject to
     Section 7.2, no Participant or beneficiary shall have any rights to or
     interest in or shall be entitled to any benefits under such policies.

     Section 4.3. Decisions Binding. All determinations and decisions made by
     the Committee pursuant to the provisions of the Plan, and all related
     orders or resolutions of the Board shall be final, conclusive, and
     binding on all persons, including the Company, its shareholders,
     employees, the Participants and their estates and designated
     beneficiaries.

     The Board or the Committee, as applicable, shall have the full power to
     amend or terminate the Plan at any time; provided that no such amendment
     or termination shall adversely affect the vested or accrued rights of any
     Participant under the Plan without such Participant's written consent.


     Section 4.4. Terms of Participation. The Board or Committee, as
     applicable, may establish terms of participation in the Plan for any
     Participant which may differ from the specific terms of the Plan and
     which may be more favorable than the terms applicable to Participants
     generally. Without limitation, the Board or the Committee, as applicable,
     may establish a minimum annual benefit or death benefit for any
     Participant, on a case-by-case basis, which annual benefit or death
     benefit may be greater than the annual benefit or death benefit to which
     such Participant would otherwise be entitled under the benefit formulas
     set forth in the Plan.

V.   ELIGIBILITY AND PARTICIPATION

     Section 5.1. Participation. Upon approval by the Board or the Committee,
     as applicable, Designated Officers shall automatically become
     Participants under the Plan. Retired


                                     -7-
<PAGE>

     individuals who have a vested accrued benefit under the Plan will also be
     considered to be Participants.

     Section 5.2. No Employment Guarantee. Neither this Plan nor any action
     taken hereunder shall be construed as giving a Participant the right to
     be retained as an employee of the Company, Holdings or any Subsidiary for
     any period.

VI.  BENEFITS

     Section 6.1. Benefits Upon Normal Retirement. Unless a Participant has
     elected Early Retirement as provided in Section 6.2 below, upon a
     Participant reaching Normal Retirement Age, the Company shall pay to such
     Participant, as compensation for services rendered prior to such date,
     his or her Normal Retirement Supplemental Benefit in equal monthly
     installments commencing on the Normal Retirement Date, or, if later, the
     first day of the month then following Termination of Services, and
     continuing on the first day of each month thereafter during the lifetime
     of such Participant.

     Section 6.2. Benefits Upon Early Retirement. Upon a Participant's Early
     Retirement (as chosen by the Participant), and following Termination of
     Services, the Company shall pay to the Participant, as compensation for
     services rendered prior to such date, his or her Early Retirement
     Supplemental Benefit in equal monthly installments commencing on the
     Participant's Early Retirement Date, and, in all cases, continuing on the
     first day of each month thereafter during the lifetime of such
     Participant.

     Section 6.3. Benefits Upon Disability. Upon a Participant's election to
     begin receiving benefits hereunder following Termination of Services for
     Disability, the Company shall begin payment to the Participant (but no
     earlier than his or her Early Retirement Date), as compensation for
     services rendered prior to such date, his or her Disability Benefit in
     equal monthly installments commencing on the first day of the month
     selected by the Participant and continuing on the first day of each month
     thereafter during the lifetime of such Participant.

     Section 6.4. Benefits Upon Death. Upon a Participant's death, the Company
     shall pay to such Participant's designated beneficiary or estate, as
     appropriate, the following Survivor's Benefit;

     (a) Death Prior to Commencement of Benefits. If a Participant dies prior
         to commencement of the payment of any benefit hereunder, the Company
         shall pay to such Participant's designated beneficiary or estate a
         Survivor's Benefit equal to the Normal Retirement


                                     -8-
<PAGE>


     Supplemental Benefit (without application of the percentage reduction
     based upon years of participation prior to age 55) in one hundred eighty
     (180) equal monthly installments commencing on the first date of the
     month following such date of death and receipt of a death certificate by
     the Company, and continuing on the first day of each month thereafter
     until the one hundred eighty (180) payments have been made.

     (b) Death After Commencement of Benefits. If a Participant dies after
         commencement of the payment of any benefit hereunder, the Company
         shall pay to the Participant's surviving Spouse a Survivor's Benefit
         commencing on the first day of the month following such date of death
         and receipt of a death certificate by the Company and continuing on
         the first day of each month thereafter for the remaining lifetime of
         the surviving Spouse. The Survivor's Benefit means a benefit equal to
         two-thirds of the Normal Retirement Supplemental Benefit, Early
         Retirement Supplemental Benefit or Disability Benefit, as applicable,
         that the Participant was receiving immediately prior to death, except
         that the total Survivor's Benefit shall be limited to fifty percent
         (50%) of the total benefit based upon an actuarial calculation at the
         time benefits commence.

     (c) Payment by the Company of the benefit in Section 6.4(a) or (b) shall
         relieve the Company of the obligation to pay a Normal Retirement
         Supplemental Benefit, an Early Retirement Supplemental Benefit, a
         Disability Benefit, or any other benefit which the Participant might
         have otherwise received under the Plan.

     (d) In the event a Participant dies without a surviving Spouse, after
         commencement of the payment of any benefits hereunder, the Company
         shall pay to such Participant's designated beneficiary or estate a
         Survivor's Benefit equal to the Normal Retirement Supplemental
         Benefit, Early Retirement Supplemental Benefit or Disability Benefit,
         as applicable, that the Participant was receiving immediately prior
         to death such that a total of one hundred eighty (180) equal monthly
         installments is paid to the Participant and such Participant's
         designated beneficiary or estate. The Survivor's Benefit portion
         shall commence on the first day of the month following such date of
         death and receipt of a death certificate by the Company, and continue
         on the first day of each month thereafter until a total of one
         hundred eighty (180) payments have been made.


                                     -9-
<PAGE>


     Section 6.5. Forfeiture Upon Termination for Cause. Unless otherwise
     provided in a Participant's employment agreement or otherwise provided by
     the Committee in writing to a Participant, upon a Participant's
     Termination of Services for Cause, such Participant shall immediately
     forfeit all rights and benefits provided under the Plan, and the Company
     shall have no further obligation to such Participant under the Plan.

     Section 6.6. General Payout Restrictions. No benefits shall be paid under
     this Plan prior to the actual Termination of Services of a Participant.

     Section 6.7. General Release. Unless otherwise provided in a
     Participant's employment agreement, the Committee in its discretion may
     require a Participant to execute a general release of claims, in such
     form as the Company may prescribe, as a condition to the payment of
     benefits hereunder.

VII. INDIVIDUAL ACCOUNTS AND THE RABBI TRUST

     Section 7.1. Establishment of a Rabbi Trust. After the Effective Date,
     the Company shall be authorized, but shall not be required, to establish
     a revocable Rabbi Trust for the benefit of the Participants, both active
     and retired. Any such Rabbi Trust shall have an independent trustee,
     selected by the Company, and, it shall contain restrictions on the
     Company's ability to amend or terminate any of the terms thereof after
     the Rabbi Trust shall become irrevocable as provided in Section 7.2.

     All assets held in the Rabbi Trust (while revocable or irrevocable) shall
     at all times be specifically subject to the claims of the Company's
     general creditors in the event of bankruptcy or insolvency; such terms
     shall be specifically defined within the provisions of the Rabbi Trust,
     along with a required procedure for notifying the Trustee of any such
     bankruptcy or insolvency.

     Section 7.2. Causing the Trust to Become Irrevocable. The instrument
     establishing any such Rabbi Trust shall provide that the Rabbi Trust
     shall be revocable until the occurrence of either of the following:

         (i)  A Change in Control; or

         (ii) A majority vote by the Incumbent Board to make the Rabbi Trust
              irrevocable.

     Section 7.3. Payment of Benefits from the Trust. The Company shall be
     primarily obligated to pay all benefits of Participants under the Plan,
     whether the Rabbi Trust is revocable or irrevocable at the time. In the
     event the


                                     -10-
<PAGE>


      Company fails to fulfill any such obligation hereunder in a timely
      manner, the Trustee shall be empowered, under the terms of the Rabbi
      Trust, to either cash in any related life insurance policies or to
      borrow against the policies, to the extent necessary to pay past due
      benefits directly from the Trust.

VIII. BENEFICIARY DESIGNATION

      Section 8.1. Designation of Beneficiary. Each Participant shall be
      entitled to designate one or more beneficiaries by filing a signed,
      written notice of such designation with the Committee, in a form as the
      Committee may prescribe. A Participant may revoke or modify a
      beneficiary designation at any time by filing a new beneficiary
      designation form with the Committee.

      Section 8.2. Payment to a Participant's Estate. A Participant's
      beneficiary designation shall be deemed automatically revoked in the
      event all designated beneficiaries predecease such Participant or, if
      the sole beneficiary is such Participant's Spouse, in the event of
      dissolution of marriage. In such event, or in the event a Participant
      does not designate a beneficiary, the benefits under Sections 6.5(a) and
      6.5(d) shall be paid to such Participant's estate.

IX.   MISCELLANEOUS

      Section 9.1. Unfunded Plan. This Plan is intended to be an unfunded plan
      maintained primarily to provide benefits to a "select group of
      management or highly compensated employees" within the meaning of
      Sections 201, 301, and 401 of ERISA and, therefore, is further intended
      to be exempt from the provisions of Parts 2, 3, and 4 of Title I of
      ERISA. Accordingly, the Committee may terminate the Plan for any or all
      Participants in order to achieve and maintain this intended result,
      provided that previously accrued benefits hereunder shall not be reduced
      or otherwise adversely affected without the written consent of the
      affected Participants.

      Section 9.2. Withholding. The Company shall have the right to require
      Participants to remit to the Company an amount sufficient to satisfy
      Federal, state, and local tax withholding requirements, or to deduct
      from any or all payments made pursuant to the Plan amounts sufficient to
      satisfy such tax withholding requirements. In the event any FICA, FUTA,
      Social Security, Medicare or any similar taxes become due on benefits
      (or the value of such benefits) accrued under this Plan at any time
      prior to the actual payment of benefits under this Plan, the Company
      shall be authorized to withhold from the regular salary of such
      Participant the amount of any such tax payable by the



                                     -11-
<PAGE>


     Participant. Withholding shall take place during the same calendar year
     in which the taxes on such benefits become due, or at such time as may be
     required by Internal Revenue Service regulations.

     Section 9.3. Costs of the Plan. All costs of implementing and
     administering the Plan shall be borne by the Company.

     Section 9.4. Nontransferability. Neither the Participants nor any
     designated beneficiary shall have the right to sell, assign, transfer, or
     otherwise convey the right to receive any payment hereunder; nor shall
     any such payment be subject to attachment, garnishment, levy, pledge,
     bankruptcy, or any other manner or kind of execution in connection with
     any claim against the Participants or any designated beneficiary thereof.

     Section 9.5. Successors. All obligations of the Company under the Plan
     shall be binding upon and inure to the benefit of any successor to the
     Company, whether the existence of such successor is the direct or
     indirect result of a merger, consolidation, or reorganization involving
     the Company or the purchase or other acquisition of all or substantially
     all of the business and/or assets of the Company.

     Section 9.6. Address of Participant or Beneficiary. Each Participant
     shall keep the Company apprised of his or her current address and that of
     any designated beneficiary during his or her participation in the Plan.
     Upon the death of a Participant, any beneficiaries entitled to receive
     benefit payment under the Plan shall keep the Company apprised of their
     current address until the entire amount to be distributed has been paid.

     Section 9.7. Applicable Law. To the extent not preempted by Federal law,
     the Plan shall be governed by and construed in accordance with the laws
     of the state of Iowa.


                                     -12-