SUBSCRIPTION AGREEMENT

MidAmerican Capital Trust I
c/o MidAmerican Energy Holdings Company
302 South 36th Street
Suite 400
Omaha, Nebraska  68131
Attn: David L. Sokol

Ladies and Gentlemen:

                  The undersigned is executing this Agreement in connection with
its subscription for Trust Securities (as defined below) of MidAmerican  Capital
Trust I (the "Trust"),  a statutory  business trust formed by MidAmerican Energy
Holdings  Company,  an Iowa corporation  (the "Company"),  under the laws of the
State of Delaware.  The undersigned  understands  that the Trust is relying upon
the accuracy and  completeness of the information  contained herein in complying
with its  obligations  under federal and state  securities and other  applicable
laws.

                  Teton Formation L.L.C.  ("Parent"),  an Iowa limited liability
company,  Teton Acquisition  Corp., an Iowa corporation  ("Merger Sub"), and the
Company have entered into an Agreement  and Plan of Merger,  dated as of October
24, 1999 (the "Merger  Agreement"),  pursuant to which, and subject to the terms
and  conditions  set  forth  therein,  Merger  Sub  will  merge  with  and  into
MidAmerican, with MidAmerican being the surviving corporation (the "Merger").

                  The undersigned hereby irrevocably agrees with, and represents
and  warrants  to and for the benefit of, the Trust,  the  Company,  Merger Sub,
Parent and the members of Parent, as follows:

         1.       Subscription.
                  ------------

                  (a)   On  the terms and subject to the  conditions  of this
Agreement,  the undersigned hereby irrevocably agrees to purchase, and the Trust
hereby  irrevocably  agrees to sell, on the Initial  Closing Date (as defined in
Section 5 below) 18,190,880 11% Trust Issued Preferred  Securities  (liquidation
amount $25 per  security)  (the  "Trust  Securities")  of the Trust,  having the
terms,  limitations and relative rights and preferences set forth in the Amended
and Restated Declaration of Trust (including the exhibits thereto),  to be dated
as of the  Initial  Closing  Date and in the form  attached as Schedule I hereto
(the "Declaration of Trust"), for an aggregate purchase price of $454,772,000.
<PAGE>

                  (b)   The   undersigned   hereby   irrevocably   agrees  to
purchase,  from time to time after the Initial  Closing Date,  additional  Trust
Securities  for a purchase price of $25 per Trust  Security,  up to an aggregate
purchase price for all such additional Trust Securities of $345,228,000, subject
to the following terms and conditions:

                  (i) The amount of additional  Trust Securities to be purchased
         upon notice from the Trust, or the Company on its behalf,  as described
         below (when calculated based on the aggregate  purchase price thereof),
         at any time shall not exceed the aggregate cash  consideration  paid or
         to be paid to  holders  of  trust  preferred  securities  of  CalEnergy
         Capital Trust II and/or CalEnergy Capital Trust III (together  referred
         to as "TIDES") with respect to which securities  conversion rights have
         been exercised (A) during the  Subscription  Period to which the notice
         to be given pursuant to subsection  (ii) below  relates,  or (B) during
         the period from the end of such  Subscription  Period until the date of
         such  notice  (the  "Notice  Period");  provided,  that,  the amount of
         additional Trust Securities otherwise required to be purchased pursuant
         to clause (A) shall be  reduced  by the amount of any Trust  Securities
         purchased   with  respect  to  any  Notice  Period   included  in  such
         Subscription  Period.  "Subscription  Period"  shall  mean  the  period
         commencing on the date  following the end of the previous  Subscription
         Period (or  commencing on the Initial  Closing Date, in the case of the
         first  Subscription  Period,)  and (B)  ending on the date on which the
         aggregate  cash  consideration  paid or to be paid to  holders of TIDES
         with respect to which securities  conversion rights have been exercised
         since  the end of the  previous  Subscription  Period  (or the  Initial
         Closing Date, in the case of the first  Subscription  Period) equals or
         exceeds the Minimum Commitment (as defined below);

                  (ii) The  closing  of any such  additional  purchase  of Trust
         Securities  pursuant to this Section 1(b) shall take place on the tenth
         day  (or  such  earlier  day,  as  the  undersigned  may  agree  in its
         discretion)   following   receipt   by  the   undersigned   of  written
         notification  by the Trust,  or by the  Company on its  behalf,  to the
         undersigned  given  within  thirty (30) days of the end of the previous
         Subscription  Period.  Such notice shall  request that the  undersigned
         purchase  additional  Trust Securities and state (A) the aggregate cash
         consideration  paid or to be paid to holders  of TIDES with  respect to
         which  securities  conversion  rights have been  exercised  during such
         previous  Subscription  Period or  thereafter  but prior to the date of
         such notice,  and (B) the amount of additional  Trust  Securities to be
         purchased by the  undersigned  (which  amount shall not be greater than
         the amount set forth pursuant to the immediately preceding clause (A)).
         If no such  notice  is given  within  thirty  (30) days of the end of a
         Subscription  Period,  the undersigned shall have no further obligation
         under this Agreement to purchase the amount of Trust  Securities  which
         it was otherwise required to purchase with respect to such Subscription
         Period;

                  (iii) The stated maturity of such additional  Trust Securities
         shall be ten  years  from the date of  issuance,  and the  amortization
         schedule of such additional Trust Securities shall commence on the next
         Interest  Payment  Date  (as  defined  in  the  Declaration  of  Trust)
         following  the date that is five and  one-half  years  from the date of
         issuance;
<PAGE>

                  (iv) The purchase and sale of such additional Trust Securities
         pursuant to this  Section 1(b) shall be subject to  fulfillment  of all
         the conditions set forth in Section 6 hereof;

                  (v) The  undersigned  shall not be  obligated  to purchase any
         additional  Trust  Securities  unless the purchase  price of such Trust
         Securities  being  purchased  at such  time is at  least  $50  million;
         provided,  however,  that if the  maximum  amount of the  undersigned's
         remaining  commitment to purchase Trust  Securities  under this Section
         1(b) is less than $50 million,  then the minimum  purchase amount shall
         be the amount of such remaining commitment ($50 million, or such lesser
         amount pursuant to the preceding clause, the "Minimum Commitment"); and

                  (vi) The undersigned's obligation to purchase additional Trust
         Securities  pursuant to this  Section  1(b) shall expire on the seventh
         anniversary of the Initial Closing Date.

                  (c)   The  purchase  price  for  the  Trust  Securities  is
payable in cash or other immediately available funds. The undersigned may assign
its   subscription   rights  hereunder  to  one  or  more  of  its  consolidated
subsidiaries;  provided, however, that the undersigned shall remain fully liable
for all of its obligations hereunder, including, without limitation, the payment
of the purchase  price for all of the Trust  Securities.  As a condition to such
subscription,  each consolidated  subsidiary of the undersigned purchasing Trust
Securities  shall  execute  and  deliver  to the  Trust  a  counterpart  of this
Agreement, and shall be bound by the terms and conditions of this Agreement (but
with its obligations  limited to the Trust  Securities being purchased by it) as
if such person was the original signatory hereto.

         2.       Other Subscription Agreements. Merger Sub has entered into, in
connection with the transactions  contemplated under the Merger Agreement, (i) a
subscription  agreement with David L. Sokol (as amended, the "Sokol Subscription
Agreement"),  pursuant  to which David L. Sokol has agreed to  purchase,  on the
terms and subject to the  conditions  stated  therein,  shares of the  Company's
common stock, no par value per share ("Common  Stock"),  and options to purchase
Common  Stock,  (ii) a  subscription  agreement  with Gregory E. Abel (the "Abel
Subscription  Agreement"),  pursuant  to which  Gregory  E.  Abel has  agreed to
purchase,  on the terms and subject to the conditions stated therein,  shares of
Common  Stock  and  options  to  purchase  Common  Stock,  (iii) a  subscription
agreement  with  the  undersigned  (as  amended  and  restated,  the  "Berkshire
Subscription  Agreement"),  pursuant  to which  the  undersigned  has  agreed to
purchase,  on the terms and subject to the conditions stated therein,  shares of
Common  Stock and shares of the  Company's  Zero  Coupon  Convertible  Preferred
Stock, and (iv) a subscription agreement with Walter Scott, Jr. (as amended, the
"Scott  Subscription  Agreement" and,  together with this  Agreement,  the Sokol
Subscription  Agreement,  the  Abel  Subscription  Agreement  and the  Berkshire
Subscription Agreement, collectively, the "Subscription Agreements), pursuant to
which Walter Scott, Jr. has agreed to purchase,  on the terms and subject to the
conditions  stated  therein,  shares of Common Stock.  Each of the  Subscription
Agreements are separate and several  agreements,  and the sales of Securities to
the undersigned and to the other purchasers  under the  Subscription  Agreements
are to be separate and several sales.
<PAGE>

          3.      Representations and Warranties of the Trust.
                  -------------------------------------------
The Trust hereby represents and warrants to the undersigned that:

                  (a)   Organization  and  Qualification.   The  Trust  is  a
statutory  business trust duly organized,  validly existing and in good standing
under the laws of the State of Delaware.  Except for  obligations or liabilities
incurred, or to be incurred, in connection with the transactions contemplated by
the Merger  Agreement or in  connection  with its  organization,  on the Initial
Closing Date the Trust will not have incurred any  obligations or liabilities or
engaged in any business activities of any kind.

                  (b)   Authority.  On the Closing  Date,  the  issuance  and
delivery of the Trust Securities being purchased on such date in accordance with
this Agreement will have been duly authorized by the Trust.

                  (c)   Issuance  of  Securities.  On the Closing  Date,  the
Trust  Securities  to be issued and sold by the Trust on such date  pursuant  to
this Agreement,  when issued in accordance with the provisions  hereof,  will be
validly issued,  fully paid and nonassessable  undivided beneficial interests in
the assets of the Trust,  and no holder of  interests in the Trust will have any
preemptive rights to subscribe for any such Trust Securities, except pursuant to
this  Agreement.  On the  Closing  Date,  the  only  securities  which  will  be
authorized  for issuance by the Trust are the Trust  Securities to be issued and
sold by the Trust pursuant to this  Agreement and the Trust's Common  Securities
issued or to be issued by the Trust pursuant to the Common  Securities  Purchase
Agreement,  dated  as of the date  hereof,  by and  between  the  Trust  and the
Company.

                  (d)   Approvals   and  Consents;   Non-Contravention.   The
creation, authorization, issuance, offer and sale of the Trust Securities do not
require any consent,  approval or authorization  of, or filing,  registration or
qualification with, any governmental authority on the part of the Company or the
Trust  (other than with respect to the  organization  of the Trust) or the vote,
consent or approval  in any manner of the holders of any capital  stock or other
security of the Company as a condition  to the  execution  and  delivery of this
Agreement or the creation, authorization,  issuance, offer and sale of the Trust
Securities.  The execution  and delivery by the Trust of this  Agreement and the
performance by the Trust of its  obligations  hereunder will not violate (i) the
terms and conditions of the Trust's  Certificate of Trust or the  Declaration of
Trust or any  agreement to which the Trust is a party or by which it is bound or
(ii)  subject to the  accuracy  of the  representations  and  warranties  of the
undersigned contained in Section 4 hereof, any federal or state law.

         4.       Representations and Warranties of the Undersigned.
                  -------------------------------------------------
The undersigned hereby represents and warrants to the Trust that:
<PAGE>

                  (a)   Organization  and  Qualification.  The undersigned is
duly organized or formed,  validly  existing and in good standing under the laws
of the state of its organization or formation.

                  (b)   Authority.  The  undersigned  has the requisite power
and authority to enter into this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby. The execution,  delivery
and performance of this Agreement by the undersigned and the consummation by the
undersigned of the transactions  contemplated  hereby have been duly and validly
approved by all necessary  action,  and no other  proceedings on the part of the
undersigned  are necessary to authorize the execution,  delivery and performance
of this Agreement by the undersigned and the  consummation by the undersigned of
the transactions  contemplated  hereby. This Agreement has been duly and validly
executed and delivered by the undersigned and,  assuming the due  authorization,
execution  and  delivery of this  Agreement by the Trust,  constitutes  a legal,
valid  and  binding  obligation  of  the  undersigned  enforceable  against  the
undersigned  in  accordance  with its  terms,  except as  enforceability  may be
limited by bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  affecting the  enforcement of creditors'  rights  generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                  (c)   Approvals   and  Consents;   Non-Contravention.   The
execution, delivery and performance of this Agreement by the undersigned and the
consummation by the undersigned of the transactions  contemplated  hereby do not
require any consent,  approval or authorization  of, or filing,  registration or
qualification  with, any governmental  authority on the part of the undersigned,
or the vote,  consent or  approval  in any manner of the  holders of any capital
stock or other  security of the  undersigned as a condition to the execution and
delivery  of  this  Agreement  or the  consummation  by the  undersigned  of the
transactions  contemplated hereby. The execution and delivery by the undersigned
of this  Agreement and the  performance by the  undersigned  of its  obligations
hereunder  will not violate (i) the terms and  conditions of the  certificate of
incorporation,  or other  applicable  formation  document,  or the bylaws of the
undersigned, or any agreement to which the undersigned is a party or by which it
is bound or (ii) any federal or state law.  Notwithstanding  any other provision
of this Section  4(c), no  representation  or warranty is made as to whether the
undersigned  or  any  of  its  affiliates,  as  a  result  of  the  transactions
contemplated  by this  Agreement  or the  Merger  Agreement  would be subject to
regulation as a registered  holding  company under the 1935 Act. The undersigned
would not intend to register  as such a holding  company if that were a required
condition of the transaction.

                  (d)   Residence.  The principal  place of business  address
set forth on the  signature  page hereof is the  undersigned's  true and correct
principal  place of business and is the only  jurisdiction  in which an offer to
sell the Trust Securities was made to the undersigned and the undersigned has no
present  intention of moving its principal  place of business to any other state
or jurisdiction.
<PAGE>

                  (e)   No   Registration;    Transfer   Restrictions.    The
undersigned understands that the Trust Securities have not been registered under
the  Securities  Act of 1933,  as amended (the "Act"),  or under the laws of any
other  jurisdiction,  and that the Trust  does not  contemplate  and is under no
obligation to so register the Trust Securities and that the Trust Securities are
only  transferable  to  "Permitted  Holders" (as defined in the  Declaration  of
Trust). The undersigned understands and agrees that the Trust Securities must be
held  indefinitely  unless they are subsequently  transferred (i) pursuant to an
effective  registration  statement under the Act and, where required,  under the
laws of other  jurisdictions  or (ii) pursuant to an exemption  from  applicable
registration   requirements.   The  undersigned  recognizes  that  there  is  no
established trading market for the Trust Securities and that it is unlikely that
any public market for the Trust  Securities will develop.  The undersigned  will
not offer, sell, transfer or assign its Trust Securities or any interest therein
in  contravention  of this Agreement,  the Declaration of Trust,  the Act or any
state or federal law.

                  (f)   Purchase  for  Investment.  The Trust  Securities for
which the  undersigned  hereby  subscribes  are being  acquired  solely  for the
undersigned's own account for investment and are not being purchased with a view
to or for resale, distribution or other disposition,  and the undersigned has no
present plans to enter into any contract, undertaking,  agreement or arrangement
for any such resale, distribution or other disposition.

                  (g)   Information.  The  undersigned  has been  granted the
opportunity  to ask  questions of, and receive  answers from,  the Trust and the
Company and the officers of the Trust and the Company  concerning  the terms and
conditions  of the sale of the Trust  Securities,  the Merger  Agreement and the
transactions  contemplated  thereby,  and to obtain any  additional  information
which the undersigned deems necessary to make an informed  investment  decision.
The undersigned has received or has had access to other documents requested from
the Trust and the Company  relating  to the Trust  Securities  and the  purchase
thereof,  and the  Trust and the  Company  have  afforded  the  undersigned  the
opportunity to discuss the undersigned's  investment in the Trust and to ask and
receive  answers  to any  questions  relating  to the  investment  in the  Trust
Securities,  the Merger Agreement and the transactions contemplated thereby. The
undersigned  understands  and has evaluated the risks of a purchase of the Trust
Securities.

                  (h)   Accredited  Investor.  The  undersigned  has read the
text of Rule  501(a)(1) - (8) of Regulation D under the Act and confirms that it
is an "accredited investor" as described thereby.

                  (i)      Plan Assets.
                           -----------

                  (i) By checking below,  the undersigned has indicated  whether
         or not it is, or is acting on behalf of, a "benefit plan investor",  as
         defined in 29 C.F.R. ss. 2510.3-101.  The undersigned acknowledges that
         (A) a benefit plan  investor  includes (x) an "employee  benefit  plan"
         within  the  meaning of Section  3(3) of the U.S.  Employee  Retirement
         Income Security Act of 1974, as amended ("ERISA"),  whether or not such
         plan is  subject  to ERISA,  or (y) a plan or  arrangement  subject  to
         Section  4975 of the  Internal  Revenue  Code of 1986,  as amended (the

<PAGE>

         "Code")  or (iii) an entity  which is deemed to hold the  assets of any
         such employee benefit plan, plan or arrangement described in (x) or (y)
         above  pursuant to 29 C.F.R.  ss.  2510.3-101 or otherwise,  (B) a plan
         which is maintained by a foreign  corporation,  governmental  entity or
         church, a Keogh plan covering no common-law employees and an individual
         retirement  account  would  each be a benefit  plan  investor  for this
         purpose,  even though they are generally not subject to ERISA and (C) a
         foreign or U.S.  entity which is not an operating  company and which is
         not publicly  traded or registered  as an investment  company under the
         Investment Company Act of 1940, as amended, and in which 25% or more of
         the value of any  class of equity  interests  is held by  benefit  plan
         investors,  would be deemed to hold the assets of one or more  employee
         benefit plans pursuant to 29 C.F.R. 2510.3-101. The undersigned further
         understands that for purposes of determining whether this 25% threshold
         has been met or exceeded,  the value of any equity  interests held by a
         person  (other  than a benefit  plan  investor)  who has  discretionary
         authority or control  with respect to the assets of the entity,  or any
         person who  provides  investment  advice for a fee (direct or indirect)
         with respect to such  assets,  or any  affiliate  of such a person,  is
         disregarded:

                                    ___  Yes                   X   No
                                                              ---

                  (ii) By checking below, the undersigned has indicated  whether
         it is, or is acting on behalf of, such an employee  benefit plan,  plan
         or  arrangement  described in the preceding  question,  or is an entity
         deemed to hold the assets of any such employee  benefit  plan,  plan or
         arrangement that is subject to ERISA and/or Section 4975 of the Code.

                                    ___  Yes                   X   No
                                                              ---

                  (iii) By checking below, the undersigned has indicated whether
         it is an insurance company using assets of its general account.

                                    ___  Yes                   X   No
                                                              ---

         If the  answer  to the  above  question  is yes,  please  indicate  the
         percentage of the general  account that is attributable to benefit plan
         investors subject to ERISA and/or Section 4975 of the Code: _______%.

                  (j)   Holding  Company.  The  undersigned  is not a "public
utility  company",  a "holding  company",  a "subsidiary  company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company",
as such terms are defined in the Public Utility  Holding Company Act of 1935, as
amended, or a "public utility" as such term is defined in the Federal Power Act.

                  (k)   Assignment.  The  undersigned  will only  assign  its
subscription  rights hereunder to one or more of its  consolidated  subsidiaries
who are capable of making the representations  and warranties  contained in this
Section 4 and of performing the obligations they undertake hereunder.
<PAGE>

         5.  Closing.  The  closing  of the  purchase  and  sale  of  the  Trust
Securities  pursuant to Section 1(a) of this Agreement shall be held at the same
place  and at the  same  time  as the  closings  under  the  other  Subscription
Agreements (the "Initial  Closing Date") and immediately  prior to the effective
time of the Merger  (but  contingent  upon such  effectiveness  of the  Merger).
"Closing  Date" shall refer to the date of the closing of any  purchase and sale
of Trust Securities on such date pursuant to this Agreement. Any such closing is
referred to herein as a "Closing."

          6. Conditions to Closing. (a) The undersigned's obligation to purchase
             ---------------------
the Trust  Securities  under  this  Agreement  at the  Closing is subject to the
fulfillment on or prior to the Closing of the following conditions:

                  (i)  Representations  and Warranties.  Each representation and
         warranty made by the Trust in this Agreement  shall be true and correct
         in all  material  respects on and as of the Closing Date as though such
         representation  or  warranty  was  made on the  Closing  Date,  and any
         representation or warranty made as of a specified date earlier than the
         Closing Date shall have been true and correct in all material  respects
         on and as of such earlier date.

                  (ii) Performance.  The Trust shall have performed and complied
         with, in all material respects, each agreement, covenant and obligation
         required by this  Agreement to be so performed or complied  with by the
         Trust at or before the Closing Date.

                  (iii) Merger  Agreement.  As of the Initial  Closing Date, all
         conditions to the consummation of the transactions  contemplated by the
         Merger Agreement shall have been satisfied or waived and the closing of
         the transactions  contemplated  hereunder shall occur immediately prior
         to the effective time of the Merger.

                  (iv) Subscription Agreements.  As of the Initial Closing Date,
         the  Subscription  Agreements  shall be in full  force and  effect,  no
         cancellation  or  termination   (purported  or  otherwise)  shall  have
         occurred in respect of any Subscription  Agreement,  no material breach
         or  default  shall have  occurred  and be  continuing  under any of the
         Subscription  Agreements,  and closings  under all of the  Subscription
         Agreements shall be effected concurrently.

                  (b)   The  Trust's  obligation to sell the Trust Securities
under this Agreement at the Closing is subject to the fulfillment on or prior to
the Closing of the following conditions:

                  (i)  Representations  and Warranties.  Each representation and
         warranty made by the  undersigned in this  Agreement  shall be true and
         correct  in all  material  respects  on and as of the  Closing  Date as
         though such  representation  or warranty was made on the Closing  Date,
         and any  representation or warranty made as of a specified date earlier
         than the Closing  Date shall have been true and correct in all material
         respects on and as of such earlier date.
<PAGE>

                  (ii)  Performance.  The  undersigned  shall have performed and
         complied with, in all material respects,  each agreement,  covenant and
         obligation  required by this  Agreement  to be so performed or complied
         with by the undersigned at or before the Closing Date.

                  (iii) Merger  Agreement.  As of the Initial  Closing Date, all
         conditions to the consummation of the transactions  contemplated by the
         Merger Agreement shall have been satisfied or waived and the closing of
         the transactions  contemplated  hereunder shall occur immediately prior
         to the effective time of the Merger.

                  (iv) Subscription Agreements.  As of the Initial Closing Date,
         the  Subscription  Agreements  shall be in full  force and  effect,  no
         cancellation  or  termination   (purported  or  otherwise)  shall  have
         occurred in respect of any Subscription  Agreement,  no material breach
         or  default  shall have  occurred  and be  continuing  under any of the
         Subscription  Agreements,  and closings  under all of the  Subscription
         Agreements shall be effected concurrently.

         7.  Covenants.  Each of the Trust  and the  undersigned  covenants  and
agrees  with the other that,  at all times from and after the date hereof  until
the Closing  Date,  it will comply with all  covenants  and  provisions  of this
Section  7,  except to the  extent  the other  party may  otherwise  consent  in
writing.

                  (a)   Formation  of  Trust.  The  Company  shall  take  all
actions  necessary to organize the Trust,  to issue its 11% Junior  Subordinated
Deferrable  Interest  Debentures  to the Trust and to cause the Trust to perform
its obligations in accordance with the terms, and subject to the conditions,  of
this Agreement.

                  (b)   Regulatory and Other Approvals.  Subject to the terms
and conditions of this Agreement,  each of the Company and the undersigned  will
proceed  diligently and in good faith to, as promptly as practicable  (x) obtain
all  consents,  approvals  or actions  of,  make all  filings  with and give all
notices to governmental or regulatory authorities or any public or private third
parties required of the Trust and the undersigned to consummate the transactions
contemplated  hereby,  and (y) provide such other information and communications
to such governmental or regulatory  authorities or other public or private third
parties as the other party or such  governmental  or regulatory  authorities  or
other  public or private  third  parties may  reasonably  request in  connection
therewith.  Subject to the terms and conditions of this Agreement,  prior to the
Initial  Closing  Date,  each of the Company and the  undersigned  will  proceed
diligently  and in good  faith to, as  promptly  as  practicable  (x) obtain all
consents, approvals or actions of, make all filings with and give all notices to
governmental  or regulatory  authorities  or any public or private third parties
required  of the  Trust  and the  undersigned  to  consummate  the  transactions

<PAGE>

contemplated by the Merger Agreement, and (y) provide such other information and
communications to such governmental or regulatory authorities or other public or
private  third  parties as the other party or such  governmental  or  regulatory
authorities or other public or private third parties may  reasonably  request in
connection  therewith.  In addition to and not in limitation  of the  foregoing,
prior to the Initial  Closing  Date,  each of the parties will (1) take promptly
all actions  necessary to make the filings required under the  Hart-Scott-Rodino
Antitrust  Improvements  Act of 1976, as amended,  and the rules and regulations
promulgated  thereunder (the "HSR Act"), (2) comply at the earliest  practicable
date with any request for additional information received from the Federal Trade
Commission  (the "FTC") or the Antitrust  Division of the  Department of Justice
(the "Antitrust Division"),  pursuant to the HSR Act, and (3) cooperate with the
other party in  connection  with such party's  filings  under the HSR Act and in
connection  with  resolving any  investigation  or other inquiry  concerning the
transactions  contemplated by this Agreement  commenced by either the FTC or the
Antitrust Division or state attorneys general.

                  (c)   Notice   and   Cure.   Each  of  the  Trust  and  the
undersigned will promptly notify the other in writing of, and  contemporaneously
will provide the other with true and complete  copies of any and all information
or documents  relating to, and will use all commercially  reasonable  efforts to
cure before the Closing Date, any event, transaction or circumstance,  occurring
after the date of this  Agreement  that  causes or will  cause any  covenant  or
agreement  of either  such party  under this  Agreement  to be  breached or that
renders or will  render  untrue any  representation  or  warranty of either such
party  contained in this Agreement as if the same were made on or as of the date
of such event, transaction or circumstance.

                  (d)   Fulfillment of Conditions.  Each of the Trust and the
undersigned will take all  commercially  reasonable steps necessary or desirable
and  proceed  diligently  and in good faith to  satisfy  each  condition  to the
obligations  of such party  contained  in this  Agreement  and will not take any
action that could reasonably be expected to result in the  nonfulfillment of any
such  condition or fail to take any  commercially  reasonable  action that could
reasonably be expected to prevent the nonfulfillment of any such condition.

         8.  Indemnification.  The  undersigned  agrees  to  indemnify  and hold
harmless the Trust,  the Company,  Merger Sub, Parent,  or any member,  officer,
director, employee, agent or control person (within the meaning of Section 15 of
the Act) of any such  entity  from  and  against  any and all  loss,  damage  or
liability due to or arising out of a breach of any representation or warranty of
the  undersigned  contained in any  document  furnished  by the  undersigned  in
connection  with the  offering  and  sale of the  Trust  Securities,  including,
without limitation, this Agreement, or failure by the undersigned to comply with
any  covenant  or  agreement  made by the  undersigned  herein  or in any  other
document furnished by the undersigned to any of the foregoing in connection with
this transaction.

         9. Survival; Binding Effect. All covenants, agreements, representations
and  warranties  made herein shall  survive the  execution  and delivery of this
Agreement  and  delivery  of the Trust  Securities  and  payment  therefor  and,
notwithstanding   any   investigation   heretofore  or  hereafter  made  by  the
undersigned  or on the  undersigned's  behalf,  shall continue in full force and
effect.  Whenever in this  Agreement  any of the parties  hereto is referred to,
such  reference  shall be deemed to include the  successors  and assigns of such
party and all  covenants,  promises and  agreements  in this  Agreement by or on
behalf of the Trust, or by or on behalf of the undersigned, shall bind and inure
to the benefit of the successors and assigns of such parties hereto.
<PAGE>

         10.      Termination.
                  -----------

                  (a)   This   Agreement   may   be   terminated,   and   the
transactions  contemplated  hereby  (but  only  to  the  extent  not  previously
consummated),  may be abandoned (i) by mutual written agreement of the Trust and
the undersigned or (ii) by the Trust or the  undersigned,  in the event that any
order or law becomes effective  restraining,  enjoining or otherwise prohibiting
or making illegal the consummation of any of the  transactions  (but only to the
extent not previously consummated)  contemplated by this Agreement or the Trust,
upon notification of the non-terminating party by the terminating party.

                  (b)   This  Agreement  shall terminate prior to the Initial
Closing Date,  with no further action being required on the part of either party
hereto,  automatically,   upon  any  termination  of  the  Merger  Agreement  in
accordance  with its terms by  MidAmerican  or (with the  requisite  Member vote
under the Parent's  Operating  Agreement  or the  requisite  two-thirds  vote of
Merger Sub's Board of Directors) by the Parent or Merger Sub, as applicable.

                  (c)   If this Agreement is validly  terminated  pursuant to
this Section 10, this Agreement  will forthwith  become null and void, and there
will be no liability or obligation on the part of the  undersigned or the Trust,
Parent or Merger Sub (or any of their respective members,  officers,  directors,
employees, agents or other representatives or affiliates),  except to the extent
of  the  transactions  previously  consummated  hereunder.  Notwithstanding  the
foregoing,  no such termination  shall affect the obligations of the undersigned
pursuant to Section 8, which shall survive any such termination.

         11. Notices. All notices,  statements,  instructions or other documents
required to be given  hereunder  shall be in writing  and shall be given  either
personally, by overnight courier or by facsimile,  addressed to the Trust at its
principal offices,  with a copy to the Company, at 666 Grand Avenue, Des Moines,
Iowa 50309, Attn: President, Telecopy: (515) 242-4031, and to the other party at
its addresses or facsimile  number  reflected on the signature page hereto.  The
undersigned,  by  written  notice  given to the  Trust in  accordance  with this
Section 11 may change the address to which notices, statements,  instructions or
other documents are to be sent to the undersigned.

         12. Complete Agreement;  Counterparts.  This Agreement  constitutes the
entire  agreement and supersedes all other agreements and  understandings,  both
written and oral, between the parties hereto, with respect to the subject matter
hereof.  This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts,  each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.

         13.  Assignment.  Without  the  prior  written  consent  of each of the
parties  hereto,  neither this  Agreement nor any right,  interest or obligation
hereunder  may be assigned by any party  hereto and any attempt to do so will be
void;  provided,  however,  that,  notwithstanding  any other provisions of this

<PAGE>

Agreement,  this  Agreement  and all rights,  interests and  obligations  of the
undersigned  hereunder  (or,  at the  option of the  undersigned,  the right and
obligation  to  purchase  some,  but not all,  of the Trust  Securities)  may be
assigned by the undersigned to one or more subsidiaries of the undersigned which
are, and which  continue to be as of the applicable  Closing Date,  consolidated
with the undersigned for financial  accounting  purposes,  without obtaining the
consent of any other  party  hereto.  Subject to the  preceding  sentence,  this
Agreement  shall  be  binding  upon,  inure  to  the  benefit  of and  shall  be
enforceable by the parties hereto and their respective successors and assigns.

         14.  Amendment  and Waiver.  This  Agreement may be amended or modified
only by an instrument signed by the parties hereto. A waiver of any provision of
this Agreement  must be in writing,  designated as such, and signed by the party
against whom  enforcement  of that waiver is sought.  The waiver by a party of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent or other breach thereof.

          15.  Governing Law. This Agreement  shall be governed by and construed
               -------------
and enforced in accordance with the laws of the State of New York.

<PAGE>


          IN WITNESS  WHEREOF,  the undersigned  has executed this  Subscription
Agreement on this ____ day of March 2000.

BERKSHIRE HATHAWAY INC.
                                                    Mailing Address

By:
 Name:                                              City      State    Zip Code
 Title:

                                                    Tax Identification Number

SUBSCRIPTION ACCEPTED AS OF THE ABOVE DATE

MIDAMERICAN  CAPITAL TRUST I

By:
     Name: David L. Sokol
     Title:  Regular Trustee

     Name: Gregory E. Abel
     Title:  Regular Trustee