Exhibit 10.63

                           MIDAMERICAN ENERGY COMPANY

                                    COMBINED

                        MIDWEST RESOURCES/IOWA RESOURCES

                       RESTATED DEFERRED COMPENSATION PLAN

                               BOARD OF DIRECTORS

                                    ARTICLE I

                            ESTABLISHMENT AND PURPOSE

1.1  Background of Plan.  MidAmerican  Energy  Company  presently  maintains two
deferred  compensation  plans for prior  members of the Boards of  Directors  of
Midwest  Resources Inc. and Iowa Resources Inc. This restated Plan shall replace
those two plans if the Merger,  as defined in Section 1.4 below  closes in 1999,
and shall  replace  those plans as of the closing date of the Merger.  This Plan
shall  be  maintained  as  an  unfunded  plan  of  deferred   compensation   for
Participants.

1.2 Purpose of Plan. The purpose of this Plan is to consolidate  the Predecessor
Plans into one Plan if the Merger closes in 1999.

1.3  Applicability  of Plan.  The  provisions  of this  Plan are  applicable  to
individuals who have account balances in the Predecessor Plans as of the closing
date of the Merger.

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")),  the
accounts under the Predecessor Plans are hereby merged into the Plan,  effective
as of the date of closing of the Merger.

                                    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.
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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. 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  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.

2.3 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.

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

2.5 Company. Company means MidAmerican Energy Company.

2.6  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.  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.

         (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%.
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2.7 Participant.  Participant  means an individual with an account balance under
this Plan.

2.8  Plan.  Subsequent  to the  closing  date of the  Merger,  Plan  means  this
MidAmerican  Energy Company Combined Midwest  Resources/Iowa  Resources Restated
Deferred Compensation Plan - Board of Directors,  as it may be amended from time
to time.

2.9 Plan Year. Plan Year means the calendar year.

2.10  Predecessor  Plan.  The following  plans shall be considered a Predecessor
Plan:

                   (a)  Midwest   Resources   Inc./Iowa   Resources   Inc.   and
                   Subsidiaries  Board of Directors  Deferred  Compensation Plan
                   Revised and Amended

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

2.11 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

                                  PARTICIPATION

3.1  Participation.  A  Participant  with an  Account  under  the Plan as of the
closing date of the Merger  shall  continue to be a  Participant  under the Plan
until all amounts have been distributed from his or her Account.

                                    ARTICLE 4

                               DEFERRAL ELECTIONS

4.1 No Deferrals. No new deferrals are permitted under this Plan.

                                    ARTICLE 5

                             PARTICIPANTS' ACCOUNTS

5.1 Investment  Changes for Predecessor  Plans. With respect to account balances
in a Predecessor  Plan,  if the  valuation of any account is dependent  upon the
book value or fair market value of MidAmerican  Energy  Holdings  Company common

<PAGE>

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, or within fifteen (15) days after,  the closing date of the
Merger, designating, in 1 percent increments, the Investment Funds in which such
account are 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
former Iowa Resources Inc. Board of Directors deferred  compensation  plan), the
Participant's  Account  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.

5.2 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  effective  as of the fifth  (5th)  business  day  following
receipt  of  the   change   request  by  the   Committee   (or  its   designated
representative).

5.3 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.
<PAGE>

                   (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 Participants.  An annual report shall be
                   provided to each Participant showing the value of the account
                   balance as of the beginning and end of the year.

5.4  Financing.  The  benefits  under this Plan shall be paid out of the general
assets of the  Company,  except to the extent they are paid from the assets of a
grantor trust established by the Company to pay these benefits.

5.5 Unsecured Interest. No Participant shall have any interest whatsoever in any
specific asset of the Company. 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 Company.

5.6  Nontransferability.  In no event shall the Company 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 Conditions on Right to Receive Payment.  A Participant shall not be entitled
to payment of any deferred  compensation  from his or her account until the time
elected by the  Participant as set forth on the written  deferral  election form
previously  filed  with  the  Corporate  Secretary  of  the  Company  under  the
Predecessor Plan, or until his or her death or permanent  disability,  whichever
occurs first.  An election  shall not be changed except by approval of the Board
of Directors of the Company. If annual  installments were selected,  each annual
installment  shall not be 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  shall be made  within  fifteen  (15)  days
following  the first day of each Plan Year. If an election was 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.  Payment of a lump sum amount or any annual installment
shall be made in cash.


<PAGE>

6.2 Change in Election Under  Predecessor  Plan.  Except as provided below, with
respect to elections filed for deferred  amounts under a Predecessor  Plan, such
election as to method and timing of payment  shall  continue to be applicable to
the accounts  transferred  from a  Predecessor  Plan. A  Participant  may file a
revised  election  with respect to the account  transferred  from a  Predecessor
Plan.  The  revised  election  form shall  specify  the new timing and method of
payout (either lump sum or annual  installments).  If the new election serves to
accelerate  the payout of a lump sum or to elect a lump sum payment where annual
installments  had been previously  elected,  and if the new lump sum election is
for  payment to occur  within  three years of the date of closing of the Merger,
the value of the account  shall be reduced by 6% as of the new date  elected for
payout.  If the new election form does not  accelerate  payments to within three
years following the date of closing of the Merger, no reduction shall be made in
the  value of the  account  to be paid.  A change  may be made with  respect  to
revising the timing of payout of substantially equal annual installments as long
as the final annual payment does not occur any earlier than January 1, 2002. Any
new elections as to timing or method of payout must be made within  fifteen (15)
days following the closing date of the Merger.

6.3  Payment in the Event of Death.  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 in the Account
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.  The value of the Account shall be based upon the value of the Investment
Funds in his or her account on the date of death (or on the  preceding  business
day, if date of death is not a business day).

                                    ARTICLE 7

                               GENERAL PROVISIONS

7.1 General Provisions.

         (a)      Unfunded Plan.
<PAGE>

                   (i) This Plan is intended to be an unfunded  plan  maintained
                   primarily  to  provide   benefits  to  a  "select   group  of
                   management  or  highly  compensated   employees"  within  the
                   meaning  of  Section   201,  301  and  401  of  the  Employee
                   Retirement Income Security Act of 1974, as amended ("ERISA"),
                   and as amended  from time to time or any  successor  thereto,
                   and,  therefore,  is further  intended  to be exempt from the
                   provisions  of  Parts  2,  3  and  4 of  Title  I  of  ERISA.
                   Accordingly,  the  Compensation  Committee  may terminate the
                   Plan for any or all  Participants  in order  to  achieve  and
                   maintain  this  intended  result,  provided  that  previously
                   accrued benefits  hereunder shall not be reduced or otherwise
                   adversely   affected  without  the  written  consent  of  the
                   affected Participants.

                   (ii)  The  obligations   hereunder  shall  at  all  times  be
                   unsecured and payments with respect to any benefits hereunder
                   shall be paid out of the  general  operating  revenue  of the
                   Company.  A  trust  may be  established  to  provide  for the
                   payment of benefits to Participants  hereunder as long as the
                   assets of such  trust are  subject  to the  claims of general
                   creditors of the Company with respect to the  deferrals  (and
                   earnings thereon, if applicable).

         (b)   Withholding.   The  Company  shall  have  the  right  to  require
         Participants  to remit to the Company an amount  sufficient  to satisfy
         Federal,  state and local tax  withholding  requirements,  or to deduct
         from any or all payments made  pursuant to the Plan amounts  sufficient
         to satisfy such withholding tax requirements.

         (c) Costs of the Plan. All costs of implementing and administering the
         Plan shall be borne by the Company.

         (d)  Non-Alienation  of Benefits.  No right or benefit  under this Plan
         shall be subject to anticipation, alienation, sale, assignment, pledge,
         encumbrance, or charge, and any attempt to anticipate,  alienate, sell,
         assign, pledge, encumber, or charge the same shall be void. No right or
         benefit  hereunder  shall in any manner be liable for or subject to the
         debts, contracts, liabilities, or claims of the person entitled to such
         benefit. If any Participant or designated  beneficiary hereunder should
         become  bankrupt  or attempt to  anticipate,  alienate,  sell,  assign,
         pledge,  encumber, or charge any right or benefit hereunder,  then such
         right  or  benefit  shall,  in  the  discretion  of  the   Compensation
         Committee,  cease, and in such event, the Company may hold or apply the
         same or any part  thereof  for the  benefit of the  Participant  or the
         designated  beneficiary,   his  or  her  spouse,   children,  or  other
         dependents,  or any of them,  in such manner and in such  proportion as
         the Compensation Committee may deem proper.
<PAGE>

         (e) 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.

         (f) Amendment or Termination of Plan.

(i)               The Board of  Directors  of the Company  reserves the right at
                  any time and from time to time to amend,  suspend or terminate
                  the Plan  without  the  consent  of any  Participant  or other
                  person claiming a right under the Plan.

(ii)              Any amendment or  termination of this Plan shall not adversely
                  affect the rights of Participants or designated  beneficiaries
                  to  payments  of amounts  credited  to  Participants  in their
                  Account at the time of such amendment or termination.

         (g) Separability. If any term or provision of this Plan as presently in
         effect or as amended from time to time, or the  application  thereof to
         any  payments  or  circumstances,  shall to any  extent be  invalid  or
         unenforceable,  the remainder of the Plan, and the  application of such
         term or provision to payments or  circumstances  other than those as to
         which it is invalid or  unenforceable,  shall not be affected  thereby,
         and each term or  provision  of the Plan shall be valid and enforced to
         the fullest extent permitted by law.

         (h)  Construction.  The  provisions  of this Plan shall be  construed,
         administered and enforced according to the laws of the State of Iowa.

         (i) Titles. The titles of the Articles and Sections herein are included
         for convenience of reference only and shall not be construed as part of
         this  Plan,  or have any  effect  upon the  meaning  of the  provisions
         hereof.

         (j)  Impossibility  of Action.  In case it becomes  impossible  for the
         Company to perform any act under this Plan, that act shall be preformed
         which in the  judgment  of the Company  will most nearly  carry out the
         intent and purposes of this Plan. All parties  concerned shall be bound
         by any such acts performed under such conditions.
<PAGE>

         (k) Authorized  Officers.  Whenever the Company under the terms of the
         Plan is permitted  and required to perform any act or matter or thing,
         it shall be done and  performed  by a duly  authorized  officer of the
         Company.