Exhibit 10.5

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement is entered into as of April 21, 1999, by and
between   MidAmerican   Energy  Holdings  Company,   an  Iowa  corporation  (the
"Company"), and Patrick J. Goodman (the "Executive").

                                    RECITALS

         The  Company  desires  to  employ  the  Executive  as its  Senior  Vice
President and Chief Financial  Officer on the terms set forth in this Agreement,
and the Executive desires to accept such employment.

         Accordingly, the Company and the Executive agree as follows:

                                    AGREEMENT

          Section 1. Defined Terms. Terms used but not defined in this Agreement
will have the meanings ascribed to them in Exhibit A to this Agreement.

         Section 2. Employment.

                  (a)  The  Company  will  employ  the  Executive  as,  and  the
Executive will act as the Senior Vice President and Chief  Financial  Officer of
the Company,  subject to and upon the terms set forth in this Agreement, for the
Term of Employment.

                  (b) The  Executive's  primary place of employment  will be Des
Moines, Iowa or such other place as is determined, prior to a Change in Control,
in good faith by the  Chairman of the Board and Chief  Executive  Officer of the
Company  (hereinafter  referred to as the  "Chairman of the Board") to be in the
best interests of the Company.

         Section 3. Duties.

                  (a) The  Executive  (i) will perform and  discharge the duties
incident to and  consistent  with his title of Senior Vice  President  and Chief
Financial  Officer,  and (ii) will perform and discharge such other duties,  and
will have such other  authority,  as are delegated to him by the Chairman of the
Board. In performing such duties,  the Executive will report directly to, and be
subject to the  direction  of, the  Chairman of the Board.  Prior to a Change in
Control,  the Executive's  title and duties may in good faith be modified by the
Chairman of the Board.

                  (b) The  Executive  will  act,  without  any  compensation  in
addition to the compensation  payable pursuant to this Agreement,  as an officer
or member of the board of directors  of any  subsidiary  of the  Company,  if so
appointed or elected.
<PAGE>

                  (c)  During the Term of  Employment,  the  Executive  (i) will
devote his entire time,  attention and energies  during normal business hours to
the business of the Company and its  subsidiaries and (ii) will not, without the
written consent of the Chairman of the Board, perform any services for any other
Person or engage in any other business or professional activity,  whether or not
performed or engaged in for profit.

                  (d)  Notwithstanding  subsection 3(c), the Executive,  without
the consent of the Chairman of the Board, may (i) purchase securities issued by,
or  otherwise  passively  invest  his  personal  or family  assets in, any other
company or  business  within the  constraints  imposed by the Policy of Business
Conduct  referred  to  below,  and  (ii)  engage  in  governmental,   political,
educational  or  charitable  activities,  but  only  to the  extent  that  those
activities  (A) are not  inconsistent  with any direction of the Chairman of the
Board or any duties  under this  Agreement,  and (B) do not  interfere  with the
devotion by the  Executive of his entire  time,  attention  and energies  during
normal business hours to the business of the Company.

         Section 4. Compensation.

                  (a) During the Term of  Employment,  the Company  will pay the
Executive a base salary at an annual rate of $250,000,  in  substantially  equal
periodic  payments in  accordance  with the  Company's  practices  for executive
employees, as determined from time to time by the Chairman of the Board.

                  (b) The  Chairman of the Board will review the salary  payable
to the Executive at least  annually  beginning in the fourth  fiscal  quarter of
1999. The Chairman of the Board, in his  discretion,  may increase the salary of
the Executive  from time to time, but may not reduce the salary of the Executive
below the amount set forth in subsection 4(a) above.

                  (c)  During the Term of  Employment,  the  Executive  shall be
eligible  for  consideration  for an  annual  incentive  merit  bonus,  for  the
Executive's  performance  during the preceding  fiscal year of the Company in an
amount  determined by the Chairman of the Board in his discretion,  by reference
to the  accomplishment  by the Executive of goals established by the Chairman of
the Board for the related fiscal year.  The Executive  shall also be eligible to
be paid other  bonuses for each fiscal year as determined by the Chairman of the
Board.  The Executive's  annual  incentive  merit bonus,  together with all such
other  bonuses  paid or payable for the fiscal year  (including  any amounts for
which receipt is otherwise  deferred  pursuant to a plan or arrangement with the
Company), is referred to herein as "Annual Bonus Compensation."
<PAGE>

                  (d) The  Company  will  reimburse  the  Executive,  subject to
compliance  by  the  Executive  with  the  Company's   customary   reimbursement
practices,  for all reasonable and necessary  out-of-pocket expenses incurred by
the Executive on behalf of the Company in the course of its business.

                  (e) The Company may reduce any payments  made to the Executive
under  this  Agreement  by any  required  federal,  state  or  local  government
withholdings or deductions for taxes or similar charges,  or otherwise  pursuant
to law, regulation or order.

                  (f) Any base salary payable to the Executive for any period of
employment of less than one year during the Term of  Employment  will be reduced
to reflect the actual number of days of  employment  during the period except as
provided in Sections 8(b) and 8(c).

         Section 5. Other Benefits.

                  (a)  During  the Term of  Employment,  the  Executive  and his
dependents may  participate in and receive  benefits under any employee  benefit
plan which the Company  makes  generally  available to its  employees  and their
families,  including  any pension,  life  insurance,  medical  benefits,  dental
benefits or  disability  plan,  but only to the extent that the Executive or his
dependents  otherwise  satisfies the standards  established for participation in
the plan.  The terms of  Executive's  existing  option  agreements,  as amended,
remain unaffected hereby, except as set forth in Sections 8(b) and 8(c) hereof.

                  (b) The  Executive  may  take up to three  weeks  of  vacation
during each full  calendar year during the Term of Employment at a time mutually
convenient  to the Executive and the Company,  without loss of  compensation  or
other benefits under this Agreement.

         Section 6. Confidentiality and Post-Employment Restrictions.

                  (a)  The  Executive  acknowledges  that  the  Company  and its
Affiliates have confidential  information and trade secrets,  whether written or
unwritten,  with  respect to carrying  on their  business,  including  sensitive
marketing, bidding, technological and engineering information and data, names of
past, present and prospective  customers or partners of and vendors or suppliers
to the Company  and its  Affiliates,  working  relationships  with  governmental
agencies and  officials,  methods of pricing  contracts  and income and expenses
associated therewith,  the international  business strategy and relative ranking
of opportunities in various countries, negotiated prices and offers outstanding,

<PAGE>

credit  terms and  status of  accounts  and the  terms or  circumstances  of any
current  or  prospective  business  arrangements  between  the  Company  and its
Affiliates and any third parties ("Confidential Information and Trade Secrets").
As used in this Agreement,  the term Confidential  Information and Trade Secrets
does not include (i) information which becomes generally available to the public
other than as a result of a disclosure by the Executive,  (ii) information which
becomes  available  to the  Executive on a  nonconfidential  basis from a source
other than the  Company or its  Affiliates,  or (iii)  information  known to the
Executive prior to any disclosure to him by the Company or its  Affiliates.  The
Executive  further  acknowledges  that the Executive  possesses a high degree of
knowledge of the independent  energy industry and, in particular,  has committed
to a  longstanding  relationship  with  the  Company  and its  Affiliates  as an
employee and officer,  which has allowed, and will continue to allow, him access
to the Company's Confidential  Information and Trade Secrets.  Accordingly,  any
employment  by the Executive  with another  employer in the  independent  energy
industry or participation by him as a substantial  investor in any such industry
may necessarily involve disclosure of the Company's Confidential information and
Trade  Secrets.  Consequently,  the  Executive  agrees that,  if he  voluntarily
resigns his  employment  with the Company for any reason other than (i) a breach
of this Agreement by the Company,  or (ii) for Good Reason,  he shall not at any
time during the two-year period after such  resignation,  directly or indirectly
accept  employment  by or invest in  (except as a passive  investor  in a public
corporation or in a publicly issued partnership interest which, in either event,
would not  exceed  an  ownership  interest  of 2% of the  outstanding  equity or
partnership  interest)  in any person,  firm,  corporation,  partnership,  joint
venture or business  which is engaged in the production or marketing of steam or
electrical  energy or the  distribution  or supply of electricity or natural gas
(in each case in the States of Iowa, Illinois,  Nebraska,  South Dakota, Kansas,
Missouri,  Minnesota or Wisconsin) or which otherwise directly competes with the
business of the Company or its Affiliates  and,  further,  the Executive  agrees
that,  to  avoid  the  risk  of  disclosing  or  improperly  using  Confidential
Information or Trade  Secrets,  he shall not directly,  or  indirectly,  provide
consulting  or advisory  services to any of such  independent  energy or utility
businesses which conduct  business in such States or otherwise  directly compete
with the Company or its Affiliates.  The preceding sentence notwithstanding,  if
the Executive's  resignation occurs upon or after a Change in Control,  he shall
not be precluded from accepting employment or providing services to Peter Kiewit
Sons', Inc. or any Affiliate thereof.
<PAGE>

                  (b) Without the written  consent of the Chairman of the Board,
the Executive will not, during and for three years after the Term of Employment,
(i) disclose any  Confidential  Information  and Trade Secrets of the Company or
any Affiliate of the Company to any Person  (other than the Company,  directors,
officers or employees of the Company,  its Affiliates or duly authorized agents,
attorneys or other  representatives  thereof), or (ii) otherwise make use of any
Confidential  Information  and  Trade  Secrets  other  than in  connection  with
authorized dealings with or by the Company and its Affiliates.

                  (c) For a period of three years after the Term of  Employment,
the  Executive  shall  neither  directly nor  indirectly  solicit,  on behalf of
another employer,  the employment of, or hire or cause another employer to hire,
any  person  who is then  currently  employed  by the  Company  or an  Affiliate
thereof,  or otherwise  induce,  on behalf of another  employer,  such person to
leave the  employment of the Company or an Affiliate  thereof  without the prior
written approval of the Chairman of the Board.

                  (d) The Executive  will hold, on behalf of the Company and its
Affiliates and as the property of the Company and its Affiliates, all memoranda,
manuals,  books, papers, letters,  documents,  computer discs, data and software
and other similar  property  obtained during the course of his employment by the
Company or its  Affiliates  and  relating  to the  Company's  or its  Affiliates
business,  and will return such property to the Company or its Affiliates at any
time upon demand by the  Chairman  of the Board and,  in any event,  within five
calendar days after the end of the Term of Employment.

                  (e) During the Term of Employment,  Executive agrees to comply
in all material  respects  with the Company's  predecessor's  Policy of Business
Conduct  attached  hereto as  Exhibit  A (all  references  in such  Exhibit A to
"CalEnergy"  being  deemed to refer to the Company and its  Affiliates)  and all
future  amendments  and  restatements  to such policy and to deliver an executed
Certificate of Compliance with respect thereto upon request by the Company.

                  (f) If any of the  provisions  of, or covenants  contained in,
this Section 6 are  hereafter  construed to be invalid or  unenforceable  in any
jurisdiction,  the same shall not affect the remainder of the  provisions or the
enforceability  thereof  in any other  jurisdiction,  which  shall be given full
effect,  without  regard to the  invalidity  or  unenforceability  in such other
jurisdiction.  If any of the  provisions  of, or  covenants  contained  in, this
Section  6 are  held to be  unenforceable  in any  jurisdiction  because  of the
duration or geographical scope thereof,  the parties agree that the court making
such  determination  shall have the power to reduce the duration or geographical
scope of such provision or covenant and, in its reduced form,  such provision or
covenant shall be enforceable; provided, however, that the determination of such
court  shall  not  affect  the  enforceability  of this  Section  6 in any other
jurisdiction.
<PAGE>

         Section 7.  Termination of Employment.

                  (a) The employment of the Executive  under this Agreement will
terminate  on the  earliest  of:  (i)  written  notice by the  Executive  of his
resignation  other than for Good Reason;  (ii) the day the Company  gives to the
Executive written notice of termination without Cause; (iii) the day the Company
gives to the  Executive  written  notice  of  termination  for  Cause;  (iv) the
Permanent Disability of the Executive;  (v) the death of the Executive;  or (vi)
written notice by the Executive of his resignation for Good Reason.

                  (b) If the  employment of the  Executive is  terminated  under
this Agreement for any reason whatsoever, the obligations of the Executive under
Section 6 will remain in full force and effect to the extent  provided  therein,
and the  termination  will not abrogate any rights or remedies of the Company or
the Executive with respect to any breach of the  Agreement,  except as expressly
provided in Section 8.

         Section 8. Payment Upon Termination.

                  (a) If the employment of the Executive is terminated  pursuant
to  subsections  (i) or (iii)  of  Section  7(a),  the  Company  will pay to the
Executive,  within 30 calendar days, any base salary and  reimbursable  expenses
pursuant to Section 4(a) and Section  4(d) which are accrued but unpaid  through
the Termination Date.

                  (b) If the employment of the Executive is terminated  pursuant
to subsections  (ii),  (iv) or (v) of Section 7(a) prior to a Change in Control,
the Company will pay the Executive, subject to the Executive's compliance in all
material  respects with his  post-termination  obligations  under Section 6, (i)
within 30 calendar  days,  any base salary and  reimbursable  expenses which are
accrued and unpaid through such date,  (ii) commencing one month after the month
of his Termination  Date, 24 monthly  payments each equal to 1/24 of a sum equal
to twice his annual base  salary then in effect  pursuant to Section 4 and (iii)
commencing  one month  after  the  month of his  Termination  Date,  24  monthly
payments each equal to 1/24 of a sum equal to two times the average Annual Bonus
Compensation  payable  to the  Executive  in  respect  of the two  fiscal  years
immediately  preceding  the year in which the  Executive's  employment  with the
Company  terminates  (with any such year for which no bonus was payable included
in such two year average as a zero).
<PAGE>

In addition,  in the event of any such  termination,  subject to the Executive's
compliance in all material respects with his post-termination  obligations under
Section 6, the  Company  agrees that (x) the Company  stock  options  previously
granted to Executive  will continue to vest according to their terms within such
next 24  months  (beginning  with the  month  following  the  month in which the
Termination Date occurs, after which time the unvested remainder will lapse) and
such vested  options may be exercised  within the remaining term of such options
as provided  in the  respective  option  agreements,  and (y) the Company  shall
continue in effect for  Executive,  for a period of twelve months after the date
of any such termination,  the life insurance,  medical benefits, dental benefits
and disability plan available to the Executive and his dependents on the date of
such  termination,  subject to such employee  contributions  and other terms and
conditions  as are  applicable  to active  employees  generally  and  subject to
subsequent  modification  or  termination  of  such  plans  to the  extent  such
subsequent actions are also applicable to active employees  generally;  provided
that such plan  benefits  shall  terminate  earlier  on the date,  if any,  that
comparable benefits are made available to the Executive by any new employer.

                  (c) If the  employment  of the  Executive is  terminated on or
after a Change in Control  pursuant to  subsections  (ii),  (iv), (v) or (vi) of
Section 7(a), the Executive shall receive the same payments,  additional  option
vesting and benefits continuation  described in Section 8(b) hereof, except that
the monthly  payments  described in clauses (ii) and (iii) of the first sentence
of Section 8(b) shall be  aggregated  and paid to Executive in a single lump sum
without any discount to reflect present value.

                  (d) If the employment of the Executive is terminated  pursuant
to subsections (ii) or (vi) of Section 7(a), any Performance  Accelerated  Stock
Options  ("PASOs")  held by the  Executive on the  Termination  Date will become
vested and immediately  exercisable on such Termination Date and shall otherwise
remain exercisable for their term in accordance with the terms thereof.

                  (e) If the  employment of the Executive is terminated  for any
reason after a Change in Control,  then without  further  action by the Company,
the Board or any committee thereof,  the Executive may exercise any vested stock
options  (including any vested PASOs) held by the Executive pursuant to existing
procedures  approved by the Stock Option  Committee  for cashless  exercise,  by

<PAGE>

surrendering  previously  owned  shares,  electing to have the Company  withhold
shares otherwise  deliverable upon exercise of such options,  or by providing an
irrevocable direction to a broker to sell shares and deliver all or a portion of
the  proceeds to the Company,  in any case in an amount  equal to the  aggregate
exercise price and any tax withholding obligation attendant to the exercise.

         Section 8A.  Certain Additional Payments by the Company.

                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in  the  event  it  shall  be  determined  that  any  payment,
distribution,  waiver of Company  rights,  acceleration  of vesting of any stock
options or  restricted  stock,  or any other payment or benefit in the nature of
compensation  to or for the benefit of the  Executive,  alone or in  combination
(whether such payment,  distribution,  waiver,  acceleration or other benefit is
made  pursuant to the terms of this  Agreement or any other  agreement,  plan or
arrangement  providing  payments or benefits in the nature of compensation to or
for  the  benefit  of  the  Executive,  but  determined  without  regard  to any
additional  payments  required  under this  Section 8A) (a  "Payment")  would be
subject to the excise tax imposed by Section 4999 of the Code (or any  successor
provision)  or any interest or  penalties  are  incurred by the  Executive  with
respect to such excise tax (such excise tax, together with any such interest and
penalties,  are hereinafter  collectively referred to as the "Excise Tax"), then
the Executive  shall be entitled to receive an  additional  payment (a "Gross-Up
Payment")  in an amount such that after  payment by the  Executive  of all taxes
with  respect to the  Gross-Up  Payment  (including  any  interest or  penalties
imposed with respect to such taxes), including,  without limitation,  any income
taxes (and any interest and penalties  imposed with respect  thereto) and Excise
Tax imposed upon the Gross-Up  Payment,  the Executive  retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

                  (b)  Subject  to  the   provisions  of  Section   8A(c),   all
determinations  required to be made under this Section 8A, including whether and
when a Gross-Up  Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination,  shall be made
by Deloitte and Touche LLP, or such other nationally  recognized accounting firm
then  auditing the accounts of the Company (the  "Accounting  Firm") which shall
provide detailed  supporting  calculations both to the Company and the Executive
within 15 business days of the receipt of notice from the  Executive  that there
has been a Payment,  or such earlier time as is requested by the Company. In the
event that the Accounting Firm is unwilling or unable to perform its obligations
pursuant to this Section 8A, the  Executive  shall  appoint  another  nationally

<PAGE>

recognized accounting firm to make the determinations  required hereunder (which
accounting firm shall then be referred to hereunder as the Accounting Firm). All
fees and expenses of the  Accounting  Firm shall be borne solely by the Company.
Any Gross-Up Payment,  determined  pursuant to this Section 8A, shall be paid by
the Company to the Executive  within five days of the receipt of the  Accounting
Firm's determination.  Any determination by the Accounting Firm shall be binding
upon the Company and the Executive.  The parties hereto  acknowledge  that, as a
result of the potential  uncertainty  in the  application of Section 4999 of the
Code (or any successor  provision) at the time of the initial  determination  by
the  Accounting  Firm  hereunder,  it is possible that the Company will not have
made  Gross-Up  Payments  which  should  have  been  made  consistent  with  the
calculations  required to be made  hereunder (an  "Underpayment").  In the event
that the  Company  exhausts  its  remedies  pursuant  to  Section  8A(c) and the
Executive  thereafter  is  required  to make a payment  of any Excise  Tax,  the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such  Underpayment  shall be promptly  paid by the Company to or for the
benefit of the Executive.

                  (c) The  Executive  shall notify the Company in writing of any
claim by the Internal  Revenue  Service that, if  successful,  would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than 20 business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such  claim  and the  date on which  such  claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period
following the date on which he gives such notice to the Company (or such shorter
period  ending on the date that any payment of taxes with  respect to such claim
is  due).  If the  Company  notifies  the  Executive  in  writing  prior  to the
expiration  of such period that it desires to contest such claim,  the Executive
shall:

                   (i)     give the Company any information reasonably requested
                           by the Company relating to such claim,

                  (ii)     take such action in connection  with  contesting such
                           claim as the  Company  shall  reasonably  request  in
                           writing  from  time  to  time,   including,   without
                           limitation,   accepting  legal   representation  with
                           respect  to  such  claim  by an  attorney  reasonably
                           selected by the Company,

                 (iii)     cooperate with the  Company  in good  faith  in order
                           effectively to contest such claim, and
<PAGE>

                  (iv)     permit the Company to participate in any  proceedings
                           relating to such claim;

provided,  however,  that the Company  shall bear and pay directly all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with such contest and shall  indemnify  and hold the Executive  harmless,  on an
after-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and
penalties with respect thereto) imposed as a result of such  representation  and
payment of costs and expenses. Without limiting the foregoing provisions of this
Section  8A(c),  the Company shall control all  proceedings  taken in connection
with such  contest  and,  at its sole  option,  may  pursue or forgo any and all
administrative  appeals,  proceedings,  hearings and conferences with the taxing
authority  in respect of such claim and may, at its sole option,  either  direct
the  Executive  to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a  determination  before  any  administrative  tribunal,  in a court of  initial
jurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall
determine;  provided,  however, that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive,  on an  interest-free  basis,  and shall indemnify and
hold the  Executive  harmless,  on an  after-tax  basis,  from any Excise Tax or
income tax (including  interest or penalties with respect  thereto) imposed with
respect to such  advance or with  respect to any imputed  income with respect to
such  advance;  and  further  provided  that any  extension  of the  statute  of
limitations  relating to payment of taxes for the taxable year of the  Executive
with  respect  to which  such  contested  amount is claimed to be due is limited
solely to such  contested  amount.  Furthermore,  the  Company's  control of the
contest  shall be limited  to issues  with  respect to which a Gross-Up  Payment
would be payable  hereunder  and the  Executive  shall be  entitled to settle or
contest,  as the case may be, any other  issue  raised by the  Internal  Revenue
Service or any other taxing authority.

                  (d) If,  after  the  receipt  by the  Executive  of an  amount
advanced  by the  Company  pursuant  to Section  8A(c),  the  Executive  becomes
entitled to receive any refund with respect to such claim,  the Executive  shall
(subject to the Company's  complying  with the  requirements  of Section  8A(c))
promptly  pay to the  Company  the  amount  of such  refund  (together  with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the  Executive  of an amount  advanced  by the  Company  pursuant  to
Section 8A(c), a determination  is made that the Executive shall not be entitled
to any refund  with  respect to such claim and the  Company  does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration  of 30 days  after such  determination,  then such  advance  shall be
forgiven  and shall not be required to be repaid and the amount of such  advance
shall offset, to the extent thereof,  the amount of Gross-Up Payment required to
be paid."
<PAGE>

                Except as provided  herein and to the extent  necessary  to give
full effect to the  provisions of this  Amendment,  the terms of the  Employment
Agreement shall remain in full force and effect.

         Section 9.  Remedies.

                  (a) The Company will be entitled,  if it elects, to enjoin any
breach or  threatened  breach of, or enforce the  specific  performance  of, the
obligations of the Executive  under Sections 3 or 6, without  showing any actual
damage or that monetary  damages would be inadequate.  Any such equitable remedy
will not be the sole and exclusive  remedy for any such breach,  and the Company
may pursue other remedies for such a breach.

                  (b) Any court  proceeding  to enforce  this  Agreement  may be
commenced in federal courts, or in the absence of federal jurisdiction the state
courts,  located in Omaha,  Nebraska.  The parties submit to the jurisdiction of
such courts and waive any  objection  which they may have to pursuit of any such
proceeding in any such court.

                  (c)  Except  to the  extent  that the  Company  elects to seek
injunctive  relief in accordance with subsection  9(a), any controversy or claim
arising out of or relating to this  Agreement or the  validity,  interpretation,
enforceability  or breach of this  Agreement will be submitted to arbitration in
Omaha,  Nebraska,  in accordance  with the then  existing  rules of the American
Arbitration  Association,  and  judgment  upon the  award  rendered  in any such
arbitration may be entered in any court having jurisdiction.

         Section 10. Assignment. Neither the Company nor the Executive may sell,
transfer or otherwise assign their rights, or delegate their obligations,  under
this Agreement,  provided that the Company shall require any successor to all or
substantially  all of the business,  stock or assets of the Company to expressly
assume the Company's rights and obligations hereunder.

         Section 11.  Unfunded  Benefits.  All  compensation  and other benefits
payable to the Executive under this Agreement will be unfunded,  and neither the
Company nor any  Affiliate of the Company will  segregate  any assets to satisfy
any  obligation  of the Company under this  Agreement.  The  obligations  of the
Company to the Executive are not the subject of any guarantee or other assurance
of any Person other than the Company.
<PAGE>

         Section 12. Severability.  Should any provision,  paragraph,  clause or
portion  thereof of this  Agreement be declared or be determined by any court or
arbitrator of competent  jurisdiction to be illegal,  unenforceable  or invalid,
the validity or enforceability of the remaining parts, terms or provisions shall
not be affected  thereby and said  illegal or invalid  part,  term or  provision
shall be deemed not to be a part of this Agreement.  Alternatively, the court or
arbitrator  having  jurisdiction  shall have the power to modify  such  illegal,
unenforceable  or invalid  provision  so that it will be valid and  enforceable,
and, in any case,  the remaining  provisions of this  Agreement  shall remain in
full force and effect.

         Section 13.  Miscellaneous.

          (a) This  Agreement  may be  amended  or  modified  only by a  writing
executed by the Executive and the Company.

          (b) This  Agreement  will be governed by and  construed in  accordance
with the internal laws of the State of Nebraska.

          (c) This Agreement constitutes the entire agreement of the Company and
the  Executive  with  respect to the  matters  set forth in this  Agreement  and
supersedes  any and all other  agreements  between the Company and the Executive
relating to those matters.

          (d) Any notice required to be given pursuant to this Agreement will be
deemed  given (i) when  delivered  in person or by  courier or (ii) on the third
calendar  day  after  it is sent by  facsimile,  with  written  confirmation  of
receipt,  if to the  Company,  to:  Chairman  of the Board,  MidAmerican  Energy
Holdings Company at 302 South 36th Street, Suite 400, Omaha, Nebraska 68131, fax
number (402) 231-1658,  and, if to the Executive, at MidAmerican Energy Holdings
Company,  666 Grand Avenue, Des Moines, Iowa 50303, fax number (515) 242-4031 or
to such other  address as may be  subsequently  designated by the Company or the
Executive in writing to the other party.

          (e) A  waiver  by a party  of a  breach  of this  Agreement  will  not
constitute a waiver of any other breach, prior or subsequent, of this Agreement.

         IN WITNESS  WHEREOF,  the Company and the  Executive  have entered into
this Agreement as of April 21, 1999.
<PAGE>

                                   MIDAMERICAN ENERGY HOLDINGS COMPANY


                                   By:
                                            Steven A. McArthur
                                            Senior Vice President

                                   EXECUTIVE:


                                   By:
                                            Patrick J. Goodman



<PAGE>
                                    EXHIBIT A
                                  Defined Terms

         "Affiliate" means, with respect to a Person, (a) any Person directly or
indirectly  owning,  controlling,  or  holding  power to vote 10% or more of the
outstanding voting securities of the Person; (b) any Person 10% or more of whose
outstanding  voting securities are directly or indirectly  owned,  controlled or
held with power to vote by the Person;  (c) any Person  directly  or  indirectly
controlling, controlled by or under common control with, the Person; and (d) any
officer or  director  of the Person,  or of any Person  directly  or  indirectly
controlling  the Person,  controlled by the Person or under common  control with
the  Person.  As used in  this  definition,  "control,"  means  the  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management and policies of a Person.

         "Agreement" means this Employment Agreement dated as of April 21, 1999,
by and between the Company and the Executive,  as it may be amended from time to
time in accordance with its terms.

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

         "Cause" means any or all of the following:

  (a)    the  willful  and  continued   failure  by  the  Executive  to  perform
         substantially  the services and duties  contemplated  by this Agreement
         (other than any such failure resulting from the Executive's  incapacity
         due to disability);

  (b)    the willful engaging by the Executive  in  gross  misconduct  which  is
         injurious to the business or reputation of the Company  in any material
         respect;

  (c)    the gross  negligence  of the  Executive  in  performing  the  services
         contemplated  by this  Agreement  which is injurious to the business or
         reputation of the Company in any material respect; or

  (d)    Executive's  conviction  of, or pleading  guilty or  no  contest  to, a
         felony involving moral turpitude.

         "Change in Control" means (i) approval by the Company's stockholders of
(A) the dissolution of the Company, (B) a merger or consolidation of 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

<PAGE>

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 or 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.

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

         "Company"  means   MidAmerican   Energy  Holdings   Company,   an  Iowa
corporation, and any successor or assign permitted under the Agreement.

         "Disability"  means, with respect to the Executive,  that the Executive
has become  physically  or mentally  incapacitated  or disabled so that,  in the
reasonable  judgment of majority of the  Chairman of the Board,  he is unable to
perform his duties under this  Agreement and such other services as he performed
on behalf of the Company before incurring such incapacity or disability.

         "Good  Reason"  means  any of the  following  events,  but only if such
event(s)  occur on,  after or in  connection  with a Change in Control:  (i) the
failure by the Company to pay to the  Executive,  for a material  period of time
and in a material  amount,  compensation  due and payable by the  Company  under
Section 4(a) of this Agreement;  (ii) any reduction by the Company of the title,
office,  duties or authority of the Executive in any material respect;  or (iii)
any relocation of the Executive's primary place of employment to a location more
than 25 miles from Omaha, Nebraska.

         "Permanent  Disability"  means a Disability  which has continued for at
least six consecutive calendar months.
<PAGE>

         "Person"  means  any  natural  person,  general  partnership,   limited
partnership, corporation, joint venture, trust, business trust, or other entity.

         "Term of  Employment"  means the period of time  beginning on April 21,
1999,  and  ending  on the  fifth  anniversary  of  such  date,  unless  earlier
terminated  pursuant to Section 7(a) or automatically  extended  pursuant to the
following  sentence.  The Term of Employment will be automatically  extended for
one year on each  anniversary  of the date of this  Agreement  beginning  on the
fifth anniversary unless the Executive has given the Company, or the Company has
given  the  Executive,  a notice  declining  automatic  extension  at least  365
calendar days before the anniversary.

         "Termination  Date" means the date of  termination of employment of the
Executive pursuant to Section 7 of this Agreement.