Exhibit 10.61

                           MIDAMERICAN ENERGY COMPANY

                               RESTATED EXECUTIVE

                           DEFERRED COMPENSATION PLAN



                                    ARTICLE I

                            ESTABLISHMENT AND PURPOSE

1.1  Background  of Plan.  MidAmerican  Energy  Company  presently  maintains  a
deferred  compensation  plan for selected  employees and also maintains  certain
deferred  compensation plans of predecessor  employers.  This Plan shall replace
those  arrangements,  effective January 1, 1999, and is known as the MidAmerican
Energy Company Restated Executive Deferred Compensation Plan (the "Plan").

The Plan shall be maintained as an unfunded plan of deferred  compensation for a
select group of management or highly compensated employees. The Plan, therefore,
is intended to be exempt from the participation, vesting, funding, and fiduciary
requirements of Title I of the Employee Retirement Income Security Act of 1974.

1.2 Purpose of Plan.  The purpose of this Plan is to provide  certain  employees
with an additional way to defer portions of their compensation. The plan is also
intended to provide  Participants  with an effective means of deferring all or a
portion of short-term incentive bonus payments they are entitled to receive.

1.3  Applicability  of Plan.  The  provisions  of this  Plan are  applicable  to
Employees who are employed by an Employer on or after January 1, 1999, and, with
respect to amounts  deferred  under any  Predecessor  Plan,  are  applicable  to
participants who still have account balances under any such Plan.

1.4 Merger of Predecessor Plans. For ease of administration,  and in recognition
of the need to change earnings credit and method of valuation in the Predecessor
Plans in light of the  anticipated  acquisition of MidAmerican  Energy  Holdings
Company  by  CalEnergy  Company,  Inc.  (through  a merger  of a  subsidiary  of
CalEnergy with and into MidAmerican  Energy Holdings Company  ("Merger")),  each
Predecessor Plan is hereby merged into the Plan, effective January 1, 1999.

                                    ARTICLE 2

                                   DEFINITIONS

Whenever  used in this Plan,  the  following  terms shall have the  meanings set
forth below unless  otherwise  expressly  provided.  When the defined meaning is
intended,  the term is  capitalized.  The definition of any term in the singular
shall also include the plural, whichever is appropriate in the context.


<PAGE>

2.1  Account.   Account  means  the  bookkeeping  account  maintained  for  each
Participant that represents the  Participant's  total interest under the Plan as
of any  Valuation  Date.  An Account  shall  consist of the sum of  deferrals of
Salary and Bonus  credited  pursuant  to section  4.1,  and any gains and losses
credited on these  amounts.  It shall also consist of any  accounts  transferred
from   Predecessor   Plans.  A  Participant   shall  have  a  fully  vested  and
nonforfeitable interest at all times in his or her Account.

2.2 Affiliate.  Affiliate  means any  corporation,  association,  joint venture,
proprietorship  or partnership  while it is connected  with the Company  through
stock ownership,  common control,  membership in an affiliated service group, or
otherwise within the meaning of Code section 414(b), (c), (m) and (o).

2.3  Beneficiary.  Beneficiary  means the  person or persons  designated  by the
Participant to receive any benefits payable from the Participant's Account after
his or her death.  Each  Participant  shall designate his or her Beneficiary (or
change this  designation) at a time and in a manner  specified by the Committee.
If no person is designated as a Beneficiary,  if a designation is revoked, or if
no designated Beneficiary survives the Participant, the Beneficiary shall be the
Participant's estate.

2.4  Bonus.  Bonus  means  the  cash  portion  of the  Participant's  short-term
incentive bonus award payable to a Participant on account of services  performed
by the Participant.

2.5 Code. Code means the Internal Revenue Code of 1986, as amended, or as it may
be amended from time to time.  A reference  to a particular  section of the Code
shall also include the regulations promulgated under such section.

2.6 Committee.  Committee means the  Compensation  Committee  established by the
Board of Directors of the MidAmerican Energy Holdings Company.

2.7 Company. Company means MidAmerican Energy Company.

2.8 Employee. Employee means any person who is employed by an Employer.

2.9 Employer. Employer means the Company and any Affiliate that elects to become
a party to the Plan with the approval of the Company.

2.10  Investment  Fund.  Investment  Fund means an investment  benchmark or fund
designated  by the  Committee  as an  investment  medium  for  the  hypothetical
investment of a Participant's  Account.  As of January 1, 1999, there shall be a
choice between the S&P 500 Stock Index Benchmark,  the Lehman Brothers Aggregate
Bond Index  Benchmark  and the Stable Fund Fixed Rate  Benchmark.  The Committee
shall have the  discretion to establish and terminate  investment  benchmarks or
funds as it may deem appropriate.
<PAGE>

         (a)      S&P 500 Stock  Index  Benchmark  means the S&P 500 Stock Index
                  Value as  published by Standard and Poor as of the end of each
                  business day, including dividends reinvested.

         (b)      Lehman  Brothers  Aggregate  Bond  Index  Benchmark  means the
                  Aggregate Bond Index Value as published by Lehman  Brothers as
                  of the end of each business day.

         (c)      Stable Fund Fixed Rate Benchmark  shall be an account in which
                  the credits in the account do not fluctuate in value,  and the
                  values in the account  are  credited  with an annual  interest
                  rate,  compounded annually.  The annual interest rate shall be
                  set for each calendar year based on the one-year U.S. Treasury
                  Bill rate on  October  15 in the prior  year (or the  previous
                  business day if October 15 is not a business day), except that
                  for 1999, the rate shall be 4.3%.

2.11  Participant.  Participant  means an Employee who has met and  continues to
meet the eligibility  requirements  described in section 3.1 and who has elected
to defer  amounts  under the Plan.  It also  means any  person  with an  account
balance under this Plan.

2.12  Plan.  Plan means  this  MidAmerican  Energy  Company  Restated  Executive
Deferred Compensation Plan, as it may be amended from time to time.

2.13 Plan Year. Plan Year means the calendar year.

2.14  Predecessor  Plan. The following plans shall  individually be considered a
Predecessor Plan and collectively shall be considered the Predecessor Plans:

                   (a) MidAmerican  Energy Company Deferred  Compensation Plan -
                   Executives

                   (b)  Deferred  Compensation  Plan for  Executives  of Midwest
                   Resources Inc. and Subsidiaries

                   (c)  Midwest   Resources  Inc.  -  Iowa  Resources  Inc.  and
                   Subsidiaries - Executive Incentive  Compensation Plan Revised
                   and Amended (1/29/92 latest revision). (This Plan consists of
                   both the Iowa  Resources  Inc.  Executive  Incentive  Plan in
                   existence  prior to the  merger of Iowa  Resources  Inc.  and
                   Midwest  Energy  Company  and  the  Midwest   Resources  Inc.
                   Executive Incentive Plan after such merger.)
<PAGE>

                   (d)  Midwest  Power  Systems  1993  Key  Executive  Incentive
                   Compensation Plan

                   (e)  Midwest   Resources  Inc.  -  Iowa  Resources  Inc.  and
                   Subsidiaries - Executive  Deferred  Compensation Plan Revised
                   and Amended

                   (f)  Non-Cash  Bonus  Award  Plan for  Executives  of Midwest
                   Resources Inc.

2.15 Retirement Date. The date the Participant  chooses as his or her retirement
date under the terms of the  Company's  cash balance  defined  benefit  plan, or
successor  plan,  which can be either  the  normal  retirement  date or an early
retirement date under such plan.

2.16  Salary.  Salary  means  the  Participant's  regular  basic  wage  from the
Employer,  exclusive of any Bonus,  and determined  before reduction for amounts
deferred  pursuant to the Plan,  and before  reduction for any salary  reduction
contributions  made on the  Participant's  behalf under a plan maintained by the
Company or an Affiliate under Code section 125 or 401(k).

2.17  Terminated  for Cause.  Terminated  for Cause  means the  Participant  was
terminated by an Employer because the Participant:

                   (a) committed an act of fraud,  embezzlement,  theft or other
                   criminal act(s) constituting a felony;

                   (b) was grossly  negligent in the  performance  of any or all
                   material  terms of his or her  employment  for reasons  other
                   than the  Employee's  death,  disability,  retirement and the
                   Employee  failed to cure any defect in performance  within 10
                   days of receiving written notice regarding such defect;

                   (c) committed an act of gross  misconduct in the  performance
                   of his or her duties or is guilty of any  conduct  which,  in
                   the  reasonable   opinion  of  the   Committee,   brings  the
                   Participant,  the  Company  or  any  Affiliate  into  serious
                   disrepute; or

                   (d) breached the terms of an  employment  agreement in effect
                   between the Participant and Employer.
<PAGE>

2.18 Valuation Date. Valuation Date means the last business day of each calendar
year and any other date that the Committee  selects in its sole  discretion  for
the revaluation and adjustment of Accounts.

                                    ARTICLE 3

                          ELIGIBILITY AND PARTICIPATION

3.1 Eligibility. An Employee shall be eligible to participate in this Plan if he
or she is a  member  of a select  group  of  management  or  highly  compensated
employees who is approved for participation by the Committee.

3.2      Participation.

                   (a)  Commencement  of  Participation.  An  Employee  who  has
                   satisfied  the  eligibility  requirements  of section 3.1 may
                   enroll in the Plan by making the elections  described in this
                   Plan. This enrollment  shall be effective as of the first day
                   of  any  Plan  Year  after  the  Employee   satisfies   these
                   eligibility  requirements,  provided  that he or she is still
                   eligible to participate under section 3.1.

                   (b) Duration of  Participation.  A Participant shall continue
                   to be an active  Participant  until he or she  ceases to meet
                   the eligibility  requirements under section 3.1.  Thereafter,
                   he or she shall be an inactive  Participant  and shall retain
                   all the rights described under this Plan, except the right to
                   elect any further  deferrals  of Bonus or Salary  until he or
                   she again becomes an active  Participant.  A Participant  who
                   has  head his or her  account  balance  transferred  from any
                   Predecessor  Plan  shall  not be  eligible  to make  elective
                   deferrals  unless  he or  she  is  otherwise  eligible  under
                   section 3.1.

                                    ARTICLE 4

                               DEFERRAL ELECTIONS

4.1 Amount of Deferral.  Prior to the beginning of each Plan Year, a Participant
may elect to defer up to --

                   (a) 50 percent  (in  increments  of 1 percent)  of the Salary
                   that would otherwise be payable to the Participant during the
                   Plan Year; and

                   (b) 100  percent  (in  increments  of 1 percent) of the Bonus
                   that would otherwise be payable to the Participant during the
                   Plan Year.

Each  deferral of Salary  and/or  Bonus  shall be credited to the  Participant's
Account as of the business day on which the cash would have otherwise been paid.
If the closing of the Merger  occurs in 1999,  the deferral  election  filed for
1999 shall  terminate  with respect to Salary payable after such date unless the
Company  affirmatively elects to continue this Plan for new deferrals after such
date.
<PAGE>

4.2 Change or  Revocation  of  Deferral.  After the  beginning of a Plan Year, a
Participant  may not increase,  decrease or revoke the amount of Salary or Bonus
deferred for that Plan Year under section 4.1.

                                    ARTICLE 5

                             PARTICIPANTS' ACCOUNTS

5.1 Investment of Accounts. With respect to each deferral election a Participant
makes  under   Section   4.1,  the   Participant   shall  elect  in  writing  to
hypothetically  deem to have the deferrals made on his or her behalf invested in
any one or more of the  Investment  Funds in 1 percent  increments.  The account
value for each  amount  deferred  shall be  determined  based on the  Investment
Fund's value on the date the amount  deferred  would have otherwise been payable
to the Participant.

5.2 Investment  Changes for Predecessor  Plans. With respect to account balances
in each Predecessor  Plan, if the valuation of any account is dependent upon the
book value or fair market value of MidAmerican  Energy  Holdings  Company common
stock,  or if earnings  on an account are  determined  by the  dividend  rate on
MidAmerican  Energy  Holdings  Company  common stock (other than a rate that has
been fixed as of a certain  date and is not  subject to  further  change),  each
Participant who has such an account balance shall file an election form with the
Committee prior to the closing date of the Merger, designating,  pursuant to the
procedures in section 5.1, the Investment  Funds in which such account is deemed
to be invested. To the extent the value of an account, as of the closing date of
the Merger, is based on the value of MidAmerican  Energy Holdings Company common
stock,  the value of each stock unit in any such  account  shall be deemed to be
$27.15,  plus any dividend paid to shareholders  of MidAmerican  Energy Holdings
Company  common  stock  through the closing  date of the Merger.  In any account
based on a fixed value with  crediting of interest only, but which varies in the
interest  rate  credited  from time to time,  interest on the  account  shall be
credited  through  date of  closing  of the  Merger.  Amounts  converted  to the
Investment  Funds as of the closing date of the Merger shall be converted  based
on the  Investment  Fund  benchmark  values  on the date of  closing.  As to any
Participant's account transferred from a Predecessor Plan with a fixed value and
fixed  interest  rate credited to the account  (i.e.  debentures  under the Iowa
Resources Inc. Executive Deferred  Compensation Plan), the Participant's account
balance  shall  continue to reflect  such fixed  value and shall  continue to be
credited with the fixed interest rate, unless the Participant elects to have his
or her account value related to such fixed  investment  converted to one or more
of the  Investment  Funds  pursuant to the  procedure set forth above within the
time frame specified above.
<PAGE>

5.3  Contingency  of Merger.  In the event the Merger does not take place,  then
with respect to amounts deferred for 1999, such amounts shall be reconverted, as
of  January  1,  1999,  to the forms of deemed  investments  as  existed  in the
MidAmerican  Energy Company  Executive  Deferred  Compensation Plan prior to the
establishment of this Plan, with each affected Participant filing an appropriate
election  form as to the  investment  for the  amounts  deferred  for  1999.  In
addition,  with respect to investment  changes for Predecessor Plans as provided
in Section 5.2, in the event the Merger does not take place,  the  provisions of
Section 5.2 shall become null and void and the account  balances  transferred to
this Plan from the Predecessor  Plans shall continue in the same form and deemed
investments as in the Predecessor Plans.  However,  all other provisions of this
Plan, including, but not limited to payment provisions in Article 6, shall apply
to such accounts.

5.4 Changes in Investments. A Participant may change the hypothetical investment
allocation  in his or her account no more than once during any calendar  quarter
by  filing  an   appropriate   form  with  the  Committee  (or  its   designated
administrative  representative)  specifying  the  change to be made.  The change
shall be processed  effectively  as of the fifth (5th)  business  day  following
receipt  of  the   change   request  by  the   Committee   (or  its   designated
representative).

5.5      Valuation of Accounts.

                   (a) Allocation of Gains and Losses.  A Participant's  Account
                   shall be  adjusted as of each  Valuation  Date to reflect any
                   gains or losses  that would have been  credited or debited to
                   the Account if it had  actually  been  invested in the manner
                   described in section 5.1. Accounts where an investment change
                   request  has  been  received  between  these  dates  will  be
                   credited or charged for any investment  gains or losses since
                   the last  Valuation  Date through the  effective  date of the
                   investment change.

                   (b)  Charges  Against   Account.   Any  payments  made  to  a
                   Participant or  Beneficiary  under Article 6 shall be charged
                   against the Participant's Account.

                   (c) Annual Report to  Participant.  An annual report shall be
                   provided to each Participant showing the value of the account
                   balances as of the beginning and end of the year.

5.6  Financing.  The  benefits  under this Plan shall be paid out of the general
assets of the Employer,  except to the extent they are paid from the assets of a
grantor trust established by an Employer to pay these benefits.
<PAGE>

5.7 Unsecured Interest. No Participant shall have any interest whatsoever in any
specific asset of the Employer.  To the extent that any person  acquires a right
to receive  payments  under this Plan,  this right shall be no greater  than the
right of any unsecured general creditor of the Employer.

5.8  Nontransferability.  In no event shall an Employer make any payments  under
this Plan to any assignee or creditor of a Participant or Beneficiary.  Prior to
the time of payment  hereunder,  no Participant  or  Beneficiary  shall have any
right by way of anticipation or otherwise to assign or otherwise  dispose of any
interest  under  this Plan,  nor shall  rights be  assigned  or  transferred  by
operation of law.

                                    ARTICLE 6

                               PAYMENT OF ACCOUNTS

6.1      Payments to Participants.

                   (a) Retirees  Receiving  Payments  Under  Predecessor  Plans.
                   Those  Participants   receiving  annual  payments  under  any
                   Predecessor  Plan or Plans shall  continue to be paid for the
                   remaining term as originally approved by the Committee.

                   (b)  Participants  Retiring  Before  January  1,  2001.  With
                   respect to any  Participant  whose  Retirement  Date is after
                   December 31, 1998,  but before January 1, 2001, the following
                   shall be applicable with respect to payment of benefits:

                   (1) At the election of the Committee,  upon consultation with
                   the  Participant,  payment  shall be made in a lump sum or in
                   annual  installments.  The Committee's decision shall be made
                   as  soon  as  practical  prior  to or  immediately  following
                   Retirement Date. The Committee's  decision shall also specify
                   the year of payment in the case of a lump sum  payment or the
                   year of the first payment in the case of annual installments.

                   (2)  If  annual   installments  are  selected,   each  annual
                   installment  shall be not less  than an  amount  equal to the
                   value of the  account  at the  beginning  of the Plan Year in
                   which  distribution  is  to  be  made  divided  by  the  life
                   expectancy of the  Participant  at the beginning of such Plan
                   Year (or the joint life  expectancy  of the  Participant  and
                   spouse  if  the   Participant   is   married).   Each  annual
                   installment  payment  shall be made within  fifteen (15) days
                   following the first day of each Plan Year.
<PAGE>

                   (3) If an  election  is made to  receive a lump sum  payment,
                   payment shall be made within  fifteen (15) days following the
                   first  day of the Plan Year in which  payment  is to be made,
                   and the amount of the lump sum payment  shall be equal to the
                   value of the account as of December 31 of the preceding  Plan
                   Year.

                   (4) In the  event  of the  death of a  Participant  occurring
                   either before the  commencement of payment or before the full
                   balance  of the  Participant's  account  has been  paid,  the
                   unpaid  balance of Deferred  Compensation  shall be paid in a
                   lump  sum  to the  Participant's  designated  beneficiary  or
                   estate.  Payment  shall  be  made  within  thirty  (30)  days
                   following the date of death.

                   (5) All payments  shall be made in cash and no payments shall
                   be made prior to retirement.

                   (c)  Participants  Retiring  After  December 31,  2000.  With
                   respect to any  Participant  whose  Retirement  Date is after
                   December 31, 2000,  the following  shall be  applicable  with
                   respect to payment of benefits:

                   (1) The  Participant  may file an election with the Committee
                   as  to  the  method  and  timing  of  benefits  at  any  time
                   (including  during  employment),  but no  later  than 30 days
                   following his or her Retirement  Date,  specifying the method
                   (lump sum or substantially  equal annual  installments over a
                   period not exceeding the life  expectancy of the  Participant
                   or the joint life  expectancy of the  Participant  and his or
                   her  designated  beneficiary)  and  the  timing  of  payments
                   (specifying  the Plan  Year for  receipt  of lump sum or Plan
                   Year of first installment payment); provided however the lump
                   sum payment or the first  installment  payment  cannot be any
                   later  than the Plan  Year  following  the year in which  the
                   Participant  turns age 70 1/2. An election  may be changed at
                   any time  prior to  Retirement  Date  (subject  to the  rules
                   below) by filing a new election with the Committee.

                   (2) The first annual  payment or the lump sum payment  cannot
                   be  any  earlier  than  the  January   following   the  third
                   anniversary  of the  date of the  Participant's  most  recent
                   election filed with the Committee.
<PAGE>

                   (3) If termination  of employment  does not occur until after
                   the date selected by the  Participant  for a lump sum payment
                   or the date of the  first  annual  payment,  payment  will be
                   postponed   until  the  January   following   termination  of
                   employment.

                   (4) If a  Participant  has not filed an election as of thirty
                   (30) days following  Retirement Date, payment will be made in
                   ten (10)  annual  installments  beginning  in the  Plan  Year
                   following  the  year in which  the  Participant  reaches  age
                   sixty-five  (65), or in a lump sum in the Plan year following
                   age 65 if the account  value is less than  $100,000 as of his
                   or her Retirement Date.

                   (5)  If  annual   installments  are  selected,   each  annual
                   installment  shall be not less  than an  amount  equal to the
                   value of the  account  at the  beginning  of the Plan Year in
                   which  distribution  is  to  be  made  divided  by  the  life
                   expectancy of the  Participant  at the beginning of such Plan
                   Year (or the joint life  expectancy  of the  Participant  and
                   spouse  if  the   Participant   is   married).   Each  annual
                   installment  payment  shall be made within  fifteen (15) days
                   following the first day of each Plan Year.

                   (6) If an  election  is made to  receive a lump sum  payment,
                   payment shall be made within  fifteen (15) days following the
                   first  day of the Plan Year in which  payment  is to be made,
                   and the amount of the lump sum payment  shall be equal to the
                   value of the account as of December 31 of the preceding  Plan
                   Year.

                   (7) In the  event  of the  death of a  Participant  occurring
                   either before the  commencement of payment or before the full
                   balance  of the  Participant's  account  has been  paid,  the
                   unpaid  balance of Deferred  Compensation  shall be paid in a
                   lump  sum  to the  Participant's  designated  beneficiary  or
                   estate.  Payment  shall  be  made  within  thirty  (30)  days
                   following the date of death.

                   (8) All payments shall be made in cash.

6.2  Payments  After  Termination  of  Employment  but Prior to  Retirement.  No
payments  shall  be made  after  termination  of  employment  but  prior  to the
Participant's Retirement Date except as follows:

                   (a)  Pursuant  to  a  valid  election  form  filed  with  the
                   Committee under subsection 6.1(c)(1) above;
<PAGE>

                   (b)  Pursuant  to an  unforeseen  hardship as approved by the
                   Committee under the guidelines in section 6.3 below; or

                   (c) In the case of  Termination  for Cause  payment  shall be
                   made  in a  lump  sum in  January  following  termination  of
                   employment.

6.3 In-Service Withdrawal.

                   (a) Generally,  a Participant  may not receive a distribution
                   from  the  Participant's  Account  prior  to  the  applicable
                   distribution date under section 6.1.  However,  the Committee
                   may, in its sole and absolute discretion, allow a Participant
                   to withdraw all or part of his or her Account in the event of
                   an unforeseen  financial  hardship.  The amount withdrawn may
                   not  exceed  the  amount  needed  to  satisfy  the  financial
                   hardship, less all amounts that are reasonably available from
                   other sources.

                   (b) For purposes of this section,  a "financial  hardship" is
                   an  unforeseeable  emergency  resulting  from  a  sudden  and
                   unexpected illness of the Participant or a dependent, loss of
                   the Participant's  property due to casualty, or other similar
                   circumstances   arising  from  events  that  are  beyond  the
                   Participant's control.

6.4 Lump Sum Payment After Annual Installments Begin. Once annual payments begin
to a  Participant,  payments  may not be  accelerated  except  in the case of an
unforeseen  financial  hardship  as approved  by the  Committee  pursuant to the
guidelines in section 6.3 above.

                                    ARTICLE 7

                                 ADMINISTRATION

7.1 Administration.  The Plan shall be administered by the Committee. A majority
of the members of the Committee at the time in office shall  constitute a quorum
for the transaction of business.  All resolutions and other actions taken by the
Committee  at any meeting  shall be by a majority  vote of those  present at the
meeting.  Upon the unanimous  concurrence  in writing of all Committee  members,
action of the Committee may be taken other than at a meeting.

The Committee  shall have all powers  necessary or  appropriate to carry out the
provisions  of the  Plan.  It may,  from time to time,  establish  rules for the
administration  of the Plan and the  transaction  of the  Plan's  business.  The
Committee may  designate  one or more  employees of the Company to carry out the
day to day administration of the Plan.
<PAGE>

The  Committee  shall  have the  exclusive  right to make  any  finding  of fact
necessary  or  appropriate  for any purpose  under the Plan  including,  but not
limited to, the determination of eligibility for and amount of any benefit.

The  Committee  shall  have the  exclusive  right to  interpret  the  terms  and
provisions of the Plan and to determine any and all questions  arising under the
Plan or in connection with its  administration,  including,  without limitation,
the  right to  remedy  or  resolve  possible  ambiguities,  inconsistencies,  or
omissions by general rule or particular  decision,  all in its sole and absolute
discretion.

All  findings of fact,  determinations,  interpretations  and  decisions  of the
Committee shall be conclusive and binding upon all persons having or claiming to
have any  interest  or right  under  the Plan  and  shall be given  the  maximum
possible deference allowed by law.

7.2 Appeals from Denial of Claims.  If any claim for benefits  under the Plan is
wholly or partially denied, the claimant shall be given notice in writing of the
denial.  This notice  shall be in writing,  within a  reasonable  period of time
after  receipt of the claim by the  Committee.  This period  shall not exceed 90
days after receipt of the claim, except that if special circumstances require an
extension of time,  written  notice of the  extension  shall be furnished to the
claimant and an additional 90 days will be considered reasonable.

This notice  shall be written in a manner  calculated  to be  understood  by the
claimant and shall set forth the following information:

                   (a) the specific reasons for the denial;

                   (b) specific  reference to the Plan  provisions  on which the
                   denial is based;

                   (c) a description of any  additional  material or information
                   necessary  for the  claimant  to  perfect  the  claim  and an
                   explanation of why this material or information is necessary;

                   (d) an  explanation  that  a  full  and  fair  review  by the
                   Committee of the decision  denying the claim may be requested
                   by the  claimant or an  authorized  representative  by filing
                   with the Committee,  within 60 days after the notice has been
                   received, a written request for the review; and

                   (e) if this  request  is so filed,  an  explanation  that the
                   claimant or an authorized representative may review pertinent
                   documents  and submit  issues and comments in writing  within
                   the same 60-day period specified in subsection (d).
<PAGE>

The decision of the Committee upon review shall be made promptly,  and not later
than 60 days after the  Committee's  receipt of the request  for review,  unless
special circumstances require an extension of time for processing.  In this case
the claimant  shall be so notified,  and a decision shall be rendered as soon as
possible,  but not later than 120 days after  receipt of the request for review.
If the claim is denied, wholly or in part, the claimant shall be given a copy of
the decision promptly.  The decision shall be in writing, shall include specific
reasons for the denial,  shall include specific references to the pertinent Plan
provisions  on which  the  denial is based,  and  shall be  written  in a manner
calculated to be understood by the claimant.

7.3 Tax  Withholding.  The  Employer  or the  trustee  under any  grantor  trust
established  to pay benefits may withhold  from any payment  under this Plan any
federal, state or local taxes required by law to be withheld with respect to the
payment and any sum the Employer or trustee may reasonably estimate as necessary
to cover any taxes for which  they may be liable and that may be  assessed  with
regard to the  payment.  With  respect to any  FICA/Medicare  taxes on  deferred
amounts  which may be due prior to payment of benefits  hereunder,  the Employer
may  withhold  the  Participant's  share of such taxes from other income due the
Participant by the Employer.

7.4 Expenses.  All expenses incurred in the  administration of the Plan shall be
paid by the Employers.

                                    ARTICLE 8
                       ADOPTION OF THE PLAN BY AFFILIATE;
                      AMENDMENT AND TERMINATION OF THE PLAN

8.1  Adoption  of the Plan by  Affiliate.  An  Affiliate  may  adopt the Plan by
appropriate  action  of  its  board  of  directors  or  authorized  officers  or
representatives, subject to the approval of the Company's board of directors.

8.2 Amendment and  Termination.  The Company hereby reserves the right to amend,
modify or terminate the Plan at any time,  and for any reason,  by action of its
board of directors.  However, no amendment or termination shall adversely affect
benefits accrued prior to the date of the amendment or termination.

                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS
<PAGE>

9.1 No Contract of Employment.  Nothing contained in the Plan shall be construed
to give any  Participant  the right to be retained in the service of an Employer
or to interfere  with the right of an Employer to discharge a Participant at any
time.

9.2  Severability.  If any  provision  of this  Plan  shall be held  illegal  or
invalid,  the illegality or invalidity shall not affect its remaining parts. The
Plan shall be  construed  and  enforced  as if it did not contain the illegal or
invalid provision.

9.3  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 or
reorganization  involving the Company or the purchase or other  acquisition,  of
all or substantially all of the business or assets of the Company.

9.4 Applicable  Law. Except to the extent  preempted by applicable  federal law,
this Plan shall be governed by and construed in accordance  with the laws of the
State of Iowa.

IN WITNESS WHEREOF,  MidAmerican Energy Company has caused this instrument to be
executed  by  its  duly  authorized  officer  effective  as of  the  ___  day of
_________________, 1999.

                                                     MIDAMERICAN ENERGY COMPANY





                                                     By________________________

                                                     Its ______________________