Exhibit 10.36
                                                         
                                                         
     INDENTURE, dated as of March 11, 1999, between
MIDAMERICAN FUNDING, LLC, an Iowa limited liability
company (herein called the "Company"), having its
principal office at 302 South Thirty-Sixth Street, Suite
400, Omaha, Nebraska 68131, and IBJ Whitehall Bank &
Trust Company, a New York banking corporation as trustee
(herein called the "Trustee").

                RECITALS OF THE COMPANY
                                             
     The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance
from time to time of certain of its unsecured debentures,
notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as
provided in this Indenture.

     All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms,
have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and propor
tionate benefit of all Holders of the Securities, as
follows:


                       ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   Definitions

     For all purposes of this Indenture, except as
otherwise expressly provided or unless the context
otherwise requires:

     (1)  the terms defined in this Article have the
     respective meanings assigned to them in this Article
     and include the plural as well as the singular;

     (2)  all other terms used herein which are defined
     in the Trust Indenture Act, either directly or by
     reference therein, have the meanings assigned to
     them therein to the extent applicable;
     
     (3)  all accounting terms not otherwise defined
     herein have the meanings assigned to them in
     accordance with generally accepted accounting
     principles in the United States and, except as
     otherwise herein expressly provided, the term
     "generally accepted accounting principles," with
     respect to any computation required or permitted
     hereunder shall mean such accounting principles as
     are generally accepted in the United States at the
     date of such computation; and

     (4)  the words "herein", "hereof" and "hereunder"
     and other words of similar import refer to this
     Indenture as a whole and not to any particular
     Article, Section or other subdivision.

     Certain terms, used principally in Article Six, are
defined in that Article.

     "Act", when used with respect to any Holder, has the
meaning specified in Section 104.

     "Affiliate" of any specified Person means any other
Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such
specified Person.  For the purposes of this definition,
"control", when used with respect to any specified Person
means the power to direct the management and policies of
such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise;
and the terms "controlling", and "controlled" have
meanings correlative to the foregoing.

     "Applicable Procedures" means the rules and
procedures of DTC and, as applicable, Euroclear and
Cedel, in each case pertaining to beneficial interests in
a Global Security.

     "Auditors" means the auditors for the time being of
the Company or, in the event of their being replaced by
the Company or being unable or unwilling to carry out any
action requested of them pursuant to the terms of the
Indenture, such other firm of internationally recognized
accountants as the Company may select for the purpose.

     "Authenticating Agent" means any Person authorized
to authenticate and deliver Securities on behalf of the
Trustee pursuant to Section 614.

     "Board of Directors" means either the board of
directors of the Company or any duly authorized committee
of that Board.

     "Board Resolution" means a copy of a resolution of
the Company certified by the Secretary or any Assistant
Secretary or by other authorized designee of the Board of
Directors to have been duly adopted by the Board of
Directors and to be in full force and effect on the date
of such certification.

     "Business Day", when used with respect to the Place
of Payment of the Securities of any series, means each
day which is not a Saturday, a Sunday or a day on which
banking institutions in any Place of Payment for the
Securities of that series are authorized or obligated by
law to remain closed.

     "CalEnergy" means CalEnergy Company, Inc., a
Delaware corporation.

     "Capitalized Lease Obligations" means all lease
obligations of the Company and its Subsidiaries which,
under GAAP, are or will be required to be capitalized, in
each case taken at the amount thereof accounted for as
indebtedness in conformity with such principles.

     "Cedelbank" means Cedelbank, sociJtJ anonyme, or its
successors.

     "Collateral" has the meaning specified in Section
1401.

     "Commission" means the Securities and Exchange
Commission, as from time to time constituted, created
under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not
existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing
such duties at such time.

     "Company" means the Person named as the "Company" in
the first paragraph of this instrument until a successor
corporation shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

     "Company Request" or "Company Order" means a written
request or order signed in the name of the Company by the
Chairman of the Board of Directors, the President or a
Vice President of the Company and by the Treasurer, an
Assistant Treasurer, Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee.

     "Consolidated Current Liabilities" means the
consolidated current liabilities of the Company and its
Subsidiaries but excluding the current portion of long
term Indebtedness which would otherwise be included
therein, as determined on a consolidated basis in
accordance with GAAP.

     "Consolidated Debt" means, at any time, the sum of
the aggregate outstanding principal amount of all
Indebtedness for Borrowed Money (including, without
limitation, the principal component of Capitalized Lease
Obligations, but excluding Currency, Interest Rate or
Commodity Agreements and all Consolidated Current
Liabilities and Project Finance Debt) of the Company and
its Subsidiaries, as determined on a consolidated basis
in conformity with GAAP.

     "Consolidated EBITDA" means, for any period, the sum
of the amounts for such period of the Company's (i)
Consolidated Net Operating Income, (ii) Consolidated
Interest Expense, (iii) income taxes and deferred taxes
(other than income taxes (either positive or negative)
attributable to extraordinary and non-recurring gains or
losses or sales of assets), (iv) depreciation expense,
(v) amortization expense and (vi) all other non-cash
items reducing Consolidated Net Operating Income, less
all non-cash items increasing Consolidated Net Operating
Income, all as determined on a consolidated basis in
conformity with GAAP; provided that, to the extent that
the Company has any Subsidiary that is not a wholly owned
Subsidiary, Consolidated EBITDA shall be reduced by an
amount equal to the Consolidated Net Operating Income of
such Subsidiary multiplied by the quotient of (A) the
number of shares of outstanding common stock of such
Subsidiary not owned on the last day of such period by
the Company or any Subsidiary of the Company divided by
(B) the total number of shares of outstanding common
stock of such Subsidiary on the last day of such period.

     "Consolidated Interest Expense" means, for any
period, the aggregate amount of interest in respect of
Indebtedness for Borrowed Money (including amortization
of original issue discount on any Indebtedness and the
interest portion of any deferred payment obligation,
calculated in accordance with the effective interest
method of accounting; and all commissions, discounts and
other fees and charges owed with respect to bankers'
acceptance financing) and the net costs associated with
Interest Rate Agreements and all but the principal
component of rentals in respect of Capitalized Lease
Obligations, paid, accrued or scheduled to be paid or to
be accrued by the Company and each of its Subsidiaries
during such period, excluding, however, any amount of
such interest of any Subsidiary of the Company if the net
operating income (or loss) of such Subsidiary is excluded
from the calculation of Consolidated Net Operating Income
for such Subsidiary pursuant to clause (ii) of the
definition thereof (but only in the same proportion as
the net operating income (or loss) of such Subsidiary is
excluded), less consolidated interest income, all as
determined on a consolidated basis in conformity with
GAAP; provided that, to the extent that the Company has
any Subsidiary that is not a wholly owned Subsidiary,
Consolidated Interest Expense shall be reduced by an
amount equal to such interest expense of such Subsidiary
multiplied by the quotient of (A) the number of shares of
outstanding common stock of such Subsidiary not owned on
the last day of such period by the Company or any
Subsidiary of the Company divided by (B) the total number
of shares of outstanding common stock of such Subsidiary
on the last day of such period.

     "Consolidated Net Operating Income" means, for any
period, the aggregate of the net operating income (or
loss) of the Company and its Subsidiaries for such
period, as determined on a consolidated basis in
conformity with GAAP; provided that the following items
shall be excluded from any calculation of Consolidated
Net Operating Income (without duplication):  (i) the net
operating income (or loss) of any Person (other than a
Subsidiary) in which any other person has a joint
interest, except to the extent of the amount of dividends
or other distributions actually paid to the Company or
another Subsidiary of the Company during such period;
(ii) the net operating income (or loss) of any Subsidiary
to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary of
such net operating income is not at the time permitted by
the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation or license; and (iii) all
extraordinary gains and extraordinary losses.

     "Consolidated Net Tangible Assets" means at any
time, the total of all assets (including revaluations
thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the most recently
available consolidated balance sheet of the Company and
its Subsidiaries (provided that such balance sheet is of
a date not more than 60 days prior to a Measurement Date)
prepared in accordance with GAAP, net of applicable
reserves and deductions, but excluding goodwill, trade
names, trademarks, patents, unamortized debt discount and
all other like intangible assets (which term shall not be
construed to include such revaluations), less the
aggregate of the Consolidated Current Liabilities of the
Company appearing on such balance sheet.
     "Corporate Trust Office" means the principal office
of the Trustee in The City of New York, at which at any
particular time its corporate trust business shall be
administered, which at the date hereof is located at One
State Street, News York, New York 10004.

     "corporation" includes corporations, associations,
companies and business trusts.

     "Covenant Defeasance" has the meaning specified in
Section 402(b).

     "Currency, Interest Rate or Commodity Agreements"
means an agreement or transaction involving any currency,
interest rate or energy price or volumetric swap, cap or
collar arrangement, forward exchange transaction, option,
warrant, forward rate agreement, futures contract or
other derivative instrument of any kind for the hedging
or management of foreign exchange, interest rate or
energy price or volumetric risks; it being understood,
for purposes of this definition, that the term "energy"
shall include, without limitation, coal, gas, oil and
electricity.

     "DCR" means Duff & Phelps Credit Rating Co. and any
subsidiary or successor thereof.

     "default" means, for purposes of Section 601 hereof,
an "Event of Default" as specified in Section 501 hereof.
For purposes of Section 310(b) of the Trust Indenture Act
(if applicable to the Securities of any series),
"default" shall mean an "Event of Default" as specified
in Section 501 hereof, but exclusive of any period of
grace or requirement of notice.

     "Defaulted Interest" has the meaning specified in
Section 309.

     "Defeasance" has the meaning specified in Section
402(a).

     "Definitive Security" means a physical security in
fully registered form.

     "Depositary" means, with respect to the Securities
of any series issuable or issued in whole or in part in
the form of one or more Global Securities, the Person
designated as Depositary by the Company pursuant to
Section 301, and, if so provided pursuant to Section 301
with respect to the Securities of a series, any successor
to such Person. If at any time there is more than one
such Person, "Depositary" shall mean, with respect to any
series of Securities, the qualifying entity which has
been appointed with respect to the Securities of that
series.

     "Discharged" means, with respect to the Securities
of any series, the discharge of the entire indebtedness
represented by, and obligations of the Company under, the
Securities of such series and the satisfaction of all the
obligations of the Company under this Indenture relating
to the Securities of such series, except (A) the rights
of Holders of the Securities of such series to receive,
from the trust fund described in Section 403 hereof,
payment of the principal of and interest and premium, if
any, on the Securities of such series when such payments
are due, (B) the Company's obligations with respect to
the Securities of such series with respect to
registration, transfer, exchange and maintenance of a
Place of Payment and (C) the rights, powers, trusts,
duties, protections and immunities of the Trustee under
this Indenture.

     "Distribution" means any dividend, distribution or
payment (including by way of redemption, repurchase,
retirement, return or repayment) in respect of shares of
capital stock of the Company.

     "Dollar" or "$" means a dollar or other equivalent
unit in such coin or currency of the United States of
America as at the time shall be legal tender for the
payment of public and private debt.

     "DTC" means The Depository Trust Company or its
successors, or any successor clearing agency which is
registered as such under the Exchange Act and approved by
the Company.

     "Effective Date" means the effective date of the
MidAmerican Merger, as provided for in the certificate(s)
of merger that is filed and accepted by the appropriate
state authorities.

     "Escrow Agreement" means the Escrow Agreement
between the Company and IBJ Whitehall Bank &Trust
Company, as Escrow Agent, dated as of March 11, 1999.

     "Euroclear" means the Euroclear System or its
successors.

     "Event of Default" has the meaning specified in
Section 501.

     "Exchange Act" means the U.S. Securities Exchange
Act of 1934, as amended.

     "Exchange Securities" means any Securities to be
issued pursuant to this Indenture in connection with a
Registered Exchange Offer pursuant to any Registration
Rights Agreement.

     "Excluded Subsidiary" means any Subsidiary of the
Company

     (i)  in respect of which neither the Company nor any
          Subsidiary of the Company (other than another
          Excluded Subsidiary) has undertaken any legal
          obligation to give any guarantee for the
          benefit of the holders of any Indebtedness for
          Borrowed Money (other than to another member of
          the Group) other than in respect of any
          statutory or regulatory obligation and the
          Subsidiaries of which are all Excluded
          Subsidiaries; and

     (ii) which has been designated as such by the
          Company by written notice to the Trustee;
          provided that the Company may give written
          notice to the Trustee at any time that any
          Excluded Subsidiary is no longer an Excluded
          Subsidiary whereupon it shall cease to be an
          Excluded Subsidiary.

     "Existing Rating" means, for any Rating Agency on
any date of determination, the Rating assigned to the
Securities of any series by such Rating Agency as of such
date.

     "Expiration Date" has the meaning specified in
Section 104.

     "GAAP" means generally accepted accounting
principles in the United States, as in effect from time
to time.

     "Global Security" means a Registered Security which
evidences all or part of a series of Securities and which
is issued to the Depositary for such series or its
nominee.

     "Group" means the Company and its Subsidiaries and
"member of the Group" shall be construed accordingly.

     "Holder", "holder of Securities", "Securityholder"
and other similar terms mean the Person in whose name a
Security is registered in the Security Register.

     "Holding Period" has the meaning specified in
Section 201.

     "Incur" means, with respect to any Indebtedness, to
incur, create, issue, assume or guarantee such
Indebtedness.

     "Indebtedness" means, with respect to the Company or
any of its Subsidiaries at any date of determination
(without duplication), (i) all Indebtedness for Borrowed
Money, (ii) all obligations in respect of letters of
credit or other similar instruments (including
reimbursement obligations with respect thereto), (iii)
all obligations to pay the deferred and unpaid purchase
price of property or services, which purchase price is
due more than six months after the date of placing such
property in service or taking delivery and title thereto
or the completion of such services, except trade
payables, (iv) all Capitalized Lease Obligations, (v) all
indebtedness of other persons secured by a mortgage,
charge, lien, pledge or other security interest on any
asset of the Company or any of its Subsidiaries, whether
or not such indebtedness is assumed; provided that the
amount of such Indebtedness shall be the lesser of (A)
the fair market value of such asset at such date of
determination and (B) the amount of the secured
indebtedness, (vi) all indebtedness of other persons of
the types specified in the preceding clauses (i) through
(v), to the extent such indebtedness is guaranteed by the
Company or any of its Subsidiaries, and (vii) to the
extent not otherwise included in this definition,
obligations under Currency, Interest Rate or Commodity
Agreements.  The amount of Indebtedness at any date shall
be the outstanding balance at such date of all
unconditional obligations as described above and, upon
the occurrence of the contingency giving rise to the
obligation, the maximum liability of any contingent
obligations of the types specified in the preceding
clauses (i) through (vii)  at such date; provided that
the amount outstanding at any time of any Indebtedness
issued with original issue discount is the face amount of
such Indebtedness less the remaining unamortized portion
of the original issue discount of such Indebtedness at
such time as determined in conformity with GAAP.

     "Indebtedness For Borrowed Money" means any
indebtedness (whether being principal, premium, interest
or other amounts) for (i) money borrowed, (ii) payment
obligations under or in respect of any trade acceptance
or trade acceptance credit, or (iii) any notes, bonds,
debentures, debenture stock, loan stock or other debt
securities offered, issued or distributed whether by way
of public offer, private placement, acquisition
consideration or otherwise and whether issued for cash or
in whole or in part for a consideration other than cash;
provided, however, in each case, that such term shall
exclude (w) any indebtedness relating to any accounts
receivable securitizations, (x) any Indebtedness of the
type permitted to be secured by Liens pursuant to Section
1004(m) herein, (y) any Trust Preferred Securities which
are issued and outstanding on the date of original issue
of the Securities or any extension, renewal, or
replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any such
existing Trust Preferred Securities, for amounts not
exceeding the principal amount or liquidation preference
of the Trust Preferred Securities so extended, renewed or
replaced, and (z) any Trust Preferred Securities issued
in replacement or in connection with a refinancing of any
preferred securities or preferred stock which is issued
and outstanding on the date or original issue of the
Securities, for amounts not exceeding the liquidation
preference of the preferred securities or preferred stock
so replaced or refinanced.

     "Indenture" means this instrument as originally
executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of
Securities established as contemplated by Section 301.

     "Indirect Participant" means a Person that holds a
beneficial interest in a Global Security through a person
that has an account with DTC.

     "Initial Principal Amount" has the meaning specified
in Section 202.

     "Initial Securities" means Securities of any series
issued under this Indenture which are offered and sold
pursuant to an exemption from registration under the
Securities Act.

     "interest", when used with respect to an Original
Issue Discount Security which by its terms bears interest
only after Maturity, means interest payable after
Maturity at the rate prescribed in such Original Issue
Discount Security.

     "Interest Coverage Ratio" means, with respect to the
Company on any Measurement Date, the ratio of (i) the
aggregate amount of Consolidated EBITDA of the Company
for the four fiscal quarters for which financial
information in respect thereof is available immediately
prior to such Measurement Date to (ii) the aggregate
Consolidated Interest Expense during such four fiscal
quarters.

     "Interest Payment Date", when used with respect to
any installment or interest in respect of a Security,
means the Stated Maturity of such installment of
interest.

     "Investments" in any Person means any loan or
advance to, any net payment on a guarantee of, any
acquisition of capital stock, equity interest, obligation
or other security of, or capital contribution or other
investment in, such Person.  Investments exclude advances
to customers and suppliers and similar payments in the
ordinary course of business.

     "Leverage Ratio" means the ratio of Consolidated
Debt to Total Capital, calculated on the basis of the
most recently available consolidated balance sheet of the
Company and its consolidated Subsidiaries (provided that
such balance sheet is  as of a date not more than 60 days
prior to a Measurement Date) prepared in accordance with
GAAP.

     "Lien" means any mortgage, lien, pledge, security
interest or other encumbrance; provided, however, that
the term "Lien" shall not mean any easements,
rights-of-way, restrictions and other similar
encumbrances and encumbrances consisting of zoning
restrictions, leases, subleases, restrictions on the use
of property or defects in the title thereto.
     
     "Material Adverse Effect" means a material adverse
effect on the financial condition of the Company and its
Subsidiaries, taken as a whole.

     "Maturity", when used with respect to any Security
or any installment of principal thereof, means the date
on which the principal of such Security or installment of
principal, as applicable, becomes due and payable as
therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for
redemption or otherwise.

     "MAVH Inc. Collateral" has the meaning specified in
Section 1401(a).

     "MAVH Inc. Pledged Shares" has the meaning specified
in Section 1401(a).

     "Measurement Date" means the record date for any
Distribution.

     "MHC" means MidAmerican Energy Holdings Company (to
be renamed "MHC Inc." upon consummation of the
MidAmerican Merger), an Iowa corporation, and its
successors.

     "MHC Inc. Collateral" has the meaning specified in
Section 1401(b).

     "MHC Inc. Pledged Shares" has the meaning specified
in Section 1401(b).

     "MidAmerican Energy" means MidAmerican Energy
Company, an Iowa corporation, and its successors.

     "MidAmerican Group" has the meaning specified in
Section 1008(c).

     "MidAmerican Merger" means the consummation of the
transactions contemplated by the MidAmerican Merger
Agreement, as a result of which MHC becomes a direct
wholly-owned Subsidiary of the Company.

     "MidAmerican Merger Agreement" means the Agreement
and Plan of Merger dated as of August 11, 1998 among
CalEnergy, Maverick Reincorporation Sub, Inc., MHC and
MAVH Inc., as the same may be amended from time to time.

     "Moody's" means Moody's Investors Service, Inc., and
any Subsidiary or successor thereof.

     "Notice of Default" means a written notice of the
kind specified in Section 501(4).

     "Obligations" has the meaning specifying in Section
1401.

     "Officers' Certificate" means a certificate signed
by the Chairman of the Board of Directors, the President
or any Vice President of the Company and by the
Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, and delivered to the Trustee.  One
of the Officers signing an Officers' Certificate deliv
ered pursuant to Section 1011 shall be the prinicpal
executive, financial or accounting officer of the
Company.

     "Opinion of Counsel" means a written opinion of
counsel, who, unless otherwise specified herein or
required by the Trust Indenture Act, may be an employee
of or regular counsel for the Company, or may be other
counsel to the Company.

     "Optional Definitive Security Request" has the
meaning specified in Section 307(b)(ii).

     "Original Issue Discount Security" means any
Security which provides for an amount less than the
principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof
pursuant to Section 502.

     "Outstanding," when used with respect to the
Securities, means, as of the date of determination, all
Securities theretofore authenticated and delivered under
this Indenture, except:

     (i)  Securities theretofore canceled by the Trustee
          or delivered to the Trustee for cancellation;

     (ii) Securities, or portions thereof, for whose
          payment or redemption money or U.S.
          Governmental Obligations in the necessary
          amount has been theretofore deposited with the
          Trustee or any Paying Agent (other than the
          Company) in trust or set aside and segregated
          in trust by the Company (if the Company shall
          act as its own Paying Agent) for the Holders of
          such Securities; provided that, if such
          Securities are to be redeemed, notice of such
          redemption has been duly given pursuant to this
          Indenture or provision therefor satisfactory to
          the Trustee has been made; and

     (iii)     Securities which have been paid pursuant
          to Section 310 or in exchange for or in lieu of
          which other Securities have been authenticated
          and delivered pursuant to this Indenture, other
          than any such Securities in respect of which
          there shall have been presented to the Trustee
          proof satisfactory to it that such Securities
          are held by a bona fide purchaser in whose
          hands such Securities are valid obligations of
          the Company;

provided, however, that in determining whether the
Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver
hereunder, (a) the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding
for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of
the Maturity thereof pursuant to Section 502, (b) if the
principal amount of a Security payable at Maturity is to
be determined by reference to an index or indices, the
principal amount of such Security that shall be deemed to
be Outstanding shall be the face amount thereof, (c) if,
as of such date, the principal amount payable at the
Stated Maturity of a Security is not determinable, the
principal amount of such Security which shall be deemed
to be Outstanding shall be the amount as established as
contemplated by Section 301, (d) the principal amount of
a Security denominated in one or more foreign currencies
or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of
such date in the manner established as contemplated by
Section 301, of the principal amount of such Security
(or, in the case of a Security described in clause (a) or
(b) above, of the amount determined as provided in such
clause), and (e) Securities owned by the Company or any
other obligor upon the Securities or any Subsidiary of
the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that in
determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded.  Securities so
owned as described in (e) above which have been pledged
in good faith may be regarded as Outstanding if the
pledgee certifies to the Trustee the pledgee's right so
to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the
Securities or any Subsidiary of the Company or of such
other obligor.

     "Participant" means a Person that has an account
with DTC.

     "Paying Agent" means IBJ Whitehall Bank & Trust
Company until a successor Paying Agent shall have become
such pursuant to the applicable provisions of this
Indenture and, thereafter, "Paying Agent" shall mean such
successor Paying Agent.

     "Permanent Global Security" means a Global Security
that is, at the time of the initial issuance of the
related series of Securities, issued in permanent form.
     
     "Permitted Liens" means liens permitted by clauses
(a) through (m) under Section 1004.
     
     "Person" means any individual, corporation, limited
liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political
subdivision thereof.

     "Place of Payment," when used with respect to the
Securities of any series, means the place or places where
the principal of (and premium, if any) and interest, if
any, on the Securities of that series are payable as
specified in or as contemplated by Section 301.

     "Pledged Securities" has the meaning specified in
Section 1413.

     "Pledged Shares" has the meaning specified in
Section 1401.

     "Predecessor Security" of any particular Security
means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular
Security; and, for the purpose of this definition, any
Security authenticated and delivered under Section 308 in
exchange for or in lieu of a mutilated, destroyed, lost
or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen
security.

     "Principal Amount" has the meaning specified in
Section 202.

     "Private Exchange" means the offer by the Company,
pursuant to any Registration Rights Agreement, to the
initial purchaser(s) of any series of Securities to issue
and deliver to such initial purchaser(s), in exchange for
the Initial Securities held by such initial purchaser(s)
as part of the initial distribution, a like aggregate
principal amount of Private Exchange Securities.

     "Private Exchange Securities" means Securities
issued pursuant to this Indenture in connection with a
Private Exchange effected pursuant to any Registration
Rights Agreement.
     
     "Project Documents" means all material energy sales
and power contracts, steam supply agreements, operation
and maintenance agreements, fuel supply agreements and
transmission agreements to which the Company or any
Significant Subsidiary is a party and all material
utility licenses governing the business of the Company or
any Significant Subsidiary.

     "Project Finance Debt" means:
     (ii) any Indebtedness to finance or refinance the
ownership, acquisition, development, design, engineering,
procurement, construction, servicing, management and/or
operation of any project or asset which is incurred by an
Excluded Subsidiary;

     (iii)     any Indebtedness to finance or refinance
the ownership, acquisition, development, design,
engineering, procurement, construction, servicing, manage
ment and/or operation of any project or asset in respect
of which the person or persons to whom any such
Indebtedness is or may be owed by the relevant borrower
(whether or not a member of the Group) has or have no
recourse whatsoever to any member of the Group (other
than an Excluded Subsidiary) for the repayment thereof
other than:

          (a)  recourse to such member of the Group for
     amounts limited to the cash flow or net cash flow
     (other than historic cash flow or historic net cash
     flow) from, or ownership interests or other
     investments in, such project or asset; and/or

          (b)  recourse to such member of the Group for
     the purpose only of enabling amounts to be claimed
     in respect of such Indebtedness in an enforcement of
     any encumbrance given by such member of the Group
     over such project or asset or the income, cash flow
     or other proceeds deriving therefrom (or given by
     any shareholder or the like, or other investor in
     the borrower or in the owner of such project or
     asset over its shares or the like in the capital of,
     or other investment in, the borrower or in the owner
     of such project or asset) to secure such
     Indebtedness, provided that the extent of such
     recourse to such member of the Group is limited
     solely to the amount of any recoveries made on any
     such enforcement;  and/or

          (c)  recourse to such borrower generally, or
     directly or indirectly to a member of the Group,
     under any form of assurance, indemnity, undertaking
     or support, which recourse is limited to a claim for
     damages (other than liquidated damages and damages
     required to be calculated in a specified way) for
     breach of an obligation (not being a payment
     obligation or an obligation to procure payment by
     another or an indemnity in respect thereof or any
     obligation to comply or to procure compliance by
     another with any financial ratios or other tests of
     financial condition) by the person against which
     such recourse is available; and

     (iv) any Indebtedness which is issued by MidAmerican
Realty Services Company other than any such Indebtedness
incurred after the Effective Date which is guaranteed by
the Company, MHC or MidAmerican Energy.

     "QIB" means a Qualified Institutional Buyer, as
defined in Rule 144A.

     "Rating" means, for each Rating Agency, the credit
rating assigned to the Securities of any series by such
Rating Agency.

     "Rating Agency" means (i) S&P, (ii) Moody's and
(iii) DCR, any of their respective Subsidiaries or
successors, or, in any case, if such person ceases to
rate any series of Securities for reasons outside the
control of the Company, any other "nationally recognized
statistical rating organization" (within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected
by the Company as a replacement Rating Agency.

     "Rating Event Date" has the meaning specified in
Section 1010(a).

     "Ratings Downgrade" means a lowering by any of the
Rating Agencies of the Existing Rating assigned to all
series of the Securities by such Rating Agency.

     "Redemption Date" means any date on which the
Company redeems all or any portion of any Security in
accordance with the terms of this Indenture.

     "Redemption Price," when used with respect to any
Security to be redeemed, means the price at which it is
to be redeemed pursuant to this Indenture, exclusive of
accrued and unpaid interest.

     "Reference Securities" has the meaning specified in
Section 1010(a).

     "Registered Exchange Offer" means an offer by the
Company, pursuant to any Registration Rights Agreement,
to certain Holders of a series of Initial Securities, to
issue and deliver to such Holders, in exchange for such
Initial Securities, a like aggregate principal amount of
Exchange Securities which have been registered under the
Securities Act.

     "Registered Security" means any Security that is
payable to a registered owner or registered assigns
thereof as registered in the Security Register.

     "Registration Rights Agreement" means any
Registration Rights Agreement which may from time to time
be entered into between the Company and the initial
purchaser(s) of any series of Initial Securities issued
and sold under this Indenture.

     "Regular Record Date" for the interest payable on
any Interest Payment Date on the Securities of any series
means the date specified for that purpose as contemplated
by Section 301.

     "Regulation S" means Regulation S promulgated under
the Securities Act, or any successor provision thereto
and as may be amended from time to time.

     "Regulation S Global Security" has the meaning
specified in Section 201.

     "Regulation S Security" means Securities of any
series offered and sold in their initial distribution to
non-US Persons in offshore transactions in reliance on
Regulation S, until such time as the Restricted Period
shall have terminated.

     "Relevant Date" means, for any payment made with
respect to the Securities of any series, the later of (i)
the date on which such payment first becomes due and (ii)
if the full amount payable has not been received in The
City of New York by the Depositary or by the Trustee on
or prior to such due date, the date on which, the full
amount having been so received, notice to that effect
shall have been given to the Holders in accordance with
this Indenture.

     "Responsible Officer," when used with respect to the
Trustee, means any officer within the Corporate Trust
Office, including any secretary, vice president, managing
director, assistant vice president, assistant secretary
(if any), assistant treasurer or any other officer of the
Trustee customarily performing functions similar to those
performed by any of the above designated officers; and
also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the
particular subject.

     "Restricted Definitive Securities" means Definitive
Securities that are Restricted Securities.

     "Restricted Period" has the meaning specified in
Section 201.

     "Restricted Securities" means Securities required to
bear a legend containing Securities Act transfer
restrictions, in substantially the form specified in
Section 202.
     "Rule 144" means Rule 144 promulgated under the
Securities Act, or any successor provision thereto and as
may be amended from time to time.

     "Rule 144A" means Rule 144A promulgated under the
Securities Act, or any successor provision thereto and as
may be amended from time to time.

     "Rule 144A Global Security" has the meaning
specified in Section 201.

     "Rule 144A Security" means Securities of any series
offered and sold in their initial resale distribution to
QIBs in reliance on Rule 144A, until such time as the
Holding Period shall have terminated.

     "S&P" means Standard & Poor's Rating Group, and any,
Subsidiary or successor thereof.

     "Securities" has the meaning stated in the first
recital of this Indenture and more particularly means any
Securities authenticated and delivered under this
Indenture.

     "Securities Act" means the U.S. Securities Act of
1933, as amended.

     "Security Register" and "Security Exchange
Agent/Registrar" have the respective meanings specified
in Section 305.

     "Shelf Registration Statement" means any
registration statement filed with the Commission by the
Company, in connection with the offer and sale of any
series of Initial Securities or Private Exchange
Securities pursuant to any Registration Rights Agreement.

     "Significant Subsidiary" means, at any particular
time, any Subsidiary of the Company whose gross assets or
gross revenues (having regard to the Company's direct
and/or indirect beneficial interest in the shares, or the
like, of that Subsidiary) represent at least 25% of the
consolidated gross assets or, as the case may be,
consolidated gross revenues of the Company.

     "Special Record Date" for the payment of any
Defaulted Interest means a date fixed by the Trustee
pursuant to Section 311.

     "Stated Maturity", when used with respect to any
Security or any installment of principal thereof or
interest thereon, means the date specified in such
Security as the fixed date on which the principal of such
Security or such installment of principal or interest is
due and payable.

     "Subsidiary" means, with respect to any Person, any
corporation, association, partnership or other business
entity of which 50% or more of the total voting power of
shares of capital stock or other interests (including
partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time
owned, directly or indirectly, by (i) such person, (ii)
such person and one or more Subsidiaries of such person
or (iii) one or more Subsidiaries of such person.

     "Temporary Cash Investments" means any of the
following:  (i) any investment in direct obligations of
the United States or any agency thereof or obligations
guaranteed by the United States or any agency thereof, in
each case, maturing within 360 days of the date of
acquisition thereof, (ii) investment in time deposit
accounts, certificates of deposit and money market
deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company
(including the Trustee) which is organized under the laws
of the United States, any state thereof or any foreign
country recognized by the United States having capital,
surplus and undivided profits aggregating in excess of
$250,000,000 and whose debt is rated "A" (or such similar
equivalent rating) or higher by at least one Rating
Agency or any money-market fund sponsored by any
registered broker dealer or mutual fund distributor,
(iii) repurchase obligations with a term of not more than
30 days for underlying securities of the types described
in clause (i) above entered into with a nationally
recognized broker-dealer, (iv) investments in commercial
paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation (other than an
affiliate of the Company) organized and in existence
under the laws of the United States or any foreign
country recognized by the United States with a rating at
the time as of which any investment therein is made of "P-
2" (or higher) according to Moody's or "A-2" (or higher)
according to S&P and DCR and (v) securities with
maturities of six months or less from the date of
acquisition backed by standby or direct pay letters of
credit issued by any bank satisfying the requirements of
clause (ii) above.

     "Total Capital" of any Person means, as of any date,
the sum (without duplication) of (a) Indebtedness for
Borrowed Money, (b) consolidated stockholder=s equity of
such Person and its consolidated Subsidiaries (excluding
any preferred stock included in stockholder=s equity) and
(c) preferred stock and Trust Preferred Securities of
such Person and its consolidated Subsidiaries.

     "Transactions" means the transactions contemplated
by the MidAmerican Merger Agreement, the Escrow
Agreement, Registration Rights Agreement and this
Indenture.

     "Transfer Agent" means any Person authorized by the
Company to effectuate the exchange or transfer of any
Security on behalf of the Company hereunder.

     "Trust Indenture Act" means the U.S. Trust Indenture
Act of 1939, as amended.

     "Trust Preferred Securities" shall mean (without
duplication) any trust preferred securities or related
debt or guaranties.

     "Trustee" means the Person named as the "Trustee" in
the first paragraph of this instrument until a successor
Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee"
shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities
of any series shall mean the Trustee with respect to
Securities of that series.

     "United States" and "U.S." means the United States
of America (including the States and the District of
Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

     "U.S. Government Obligation" means any (a) security
which is (i) a direct obligation of the United States for
the payment of which the full faith and credit of the
United States is pledged or (ii) an obligation of a
person controlled or supervised by and acting as an
agency of instrumentality of the United States the
payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States, which,
in the case of clause (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (b)
depositary receipt issued by a bank (as defined in the
Securities Act) as custodian with respect to any security
specified in clause (a) above and held by such bank for
the account of the holder of such depositary receipt or
with respect to any specific payment of principal of or
interest on any such security held by any such bank,
provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any
amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest
on or principal of the U.S. Government Obligation
evidenced by such depository receipt.

     "Unrestricted Security" has the meaning specified in
Section 201.

SECTION 102.   Certificates and Opinions

     Except as otherwise expressly provided by this
Indenture, upon any application or request by the Company
to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee
(i) an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with
and (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if
any, have been complied with.

     Every certificate or opinion with respect to
compliance with a condition or covenant provided for in
this Indenture (other than the Officers' Certificate
required by Section 1011) shall include:

     (1)  a statement that each individual signing such
     certificate or opinion has read such covenant or
     condition and the definitions herein relating
     thereto;

     (2)  a brief statement as to the nature and scope of
     the examination or investigation upon which the
     statements or opinions contained in such certificate
     or opinion are based;

     (3)  a statement that, in the opinion of each such
     individual, he has made such examination or
     investigation as is necessary to enable him to
     express an informed opinion as to whether or not
     such covenant or condition has been complied with;
     and

     (4)  a statement as to whether, in the opinion of
     each such individual, such condition or covenant has
     been complied with.

SECTION 103.   Form of Documents Delivered to Trustee

     In any case where several matters are required to be
certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an
opinion with respect to some matters and one or more
other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters
in one or several documents.  Any certificate or
instrument required to be given or executed by a Person
which is not a natural person may be given or executed on
behalf of such Person by any duly authorized designee of
such Person.

     Any certificate or opinion of an Officer of the
Company may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representa
tions by, counsel, unless such Officer knows, or in the
exercise of reasonable care should know, that the
certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is
based are erroneous. Any certificate or opinion of
counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or
representations by, an Officer or Officers of the Company
stating that the information with respect to such factual
matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or
representations with respect to such matters are
erroneous.

     Where any Person is required to make, give or
execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be
consolidated and form one instrument.

SECTION 104.   Acts of Holders; Record Dates

          (a)  Any request, demand, authorization,
direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by the
Holders of any series of Securities may be embodied in
and evidenced by one or more instruments of substantially
similar tenor signed by each such Holder in Person or by
an agent duly appointed in writing, and, except as herein
otherwise expressly provided, such action shall become
effective when such instrument or instruments are
delivered to the Trustee and to the Company.  Such
instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such
instrument or instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided
in this Section 104.
     Without limiting the generality of the foregoing,
unless otherwise established in or pursuant to a Board
Resolution or set forth or determined in an Officers'
Certificate, or established in one or more indentures
supplemental hereto, in each case pursuant to Section
301, (i) a Holder of any Security may make, give or take,
by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice,
consent, waiver or other action provided in this
Indenture to be made, given or taken by the Holder of any
such Security, (ii) a Holder of any such Security,
including a Depositary that is a Holder of a Global
Security, entitled hereunder to take any action hereunder
with regard to such Security may do so with regard to all
or any part of the principal amount of such Security or
by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any
part of the principal amount of such Security; and (iii)
a Depositary that is a Holder of a Global Security may
provide its proxy or proxies to the beneficial owners of
interest in such Global Security through the Depositary's
standing instructions and customary practices.

          (b)  The fact and date of the execution by any
Person of any such instrument, writing or proxy may be
proved by the affidavit of a witness of such execution or
by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument,
writing or proxy acknowledged to him the execution
thereof.  Where such execution is by a signer acting in a
capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient
proof of his authority.  The fact and date of the
execution of any such instrument, writing or proxy, or
the authority of the Person executing the same, may also
be proved in any other manner which the Trustee deems
sufficient.

          (c)  The ownership of Securities shall be
proved by the Security Register.

          (d)  Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of
such action is made upon such Security.

          (e)  The Company may, in its discretion, by
Board Resolution, set any day as a record date for the
purpose of determining the Holders of Outstanding
Securities of any series entitled to give, make or take
any request, demand, authorization, direction, consent,
waiver or Act provided or permitted by this Indenture to
be given, made or taken by Holders of Securities of such
series; provided that the Company shall have no
obligation to set a record date; and provided further
that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect
to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph.
If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such
Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless
taken on or prior to any applicable Expiration Date (as
defined below) by Holders of the requisite principal
amount of Outstanding Securities of such series on such
record date.  Nothing in this paragraph shall be
construed to prevent the Company from setting a new
record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and
with no action by any Person be cancelled and of no
effect); provided, however, that no new record date may
be established with the purpose or effect of rendering,
and no other provision of this paragraph shall be
construed to render, ineffective any action taken by
Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant
to this paragraph, the Company at its own expense, shall
cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section
106.

     The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding
Securities entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section
507(2) or (iv) any direction referred to in Section 512;
provided that if the Trustee does not set any record date
within ten days after first receiving any such notice,
declaration, rescission and annulment, request or
direction, as the case may be, then the record date shall
be the close of business on the date on which the Trustee
first receives any such notice, declaration, rescission
and annulment, request or direction, as the case may be.
If any record date is set by the Trustee pursuant to this
paragraph, the Holders of Outstanding Securities of such
series on such record date, and no other Holders, shall
be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders
after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to
any applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of
such series on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a
record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be
cancelled and of no effect); provided, however, that no
new record date may be established with the purpose or
effect of rendering, and no other provision of this
paragraph shall be construed to render, ineffective any
action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the
date such action is taken based on such record date
previously set.  Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration
Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner
set forth in Section 106.

     With respect to any record date set pursuant to this
Section 104(e), the party hereto which sets such record
date may designate any day as the "Expiration Date" and
from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration
Date is given to the other parties hereto in writing, and
to each Holder of Securities of the relevant series in
the manner set forth in Section 106, on or prior to the
earlier of (i) the existing Expiration Date and (ii) the
proposed new Expiration Date.  If an Expiration Date is
not designated with respect to any record date set
pursuant to this Section, the party hereto which set such
record date shall be deemed to have initially designated
the 90th day after such record date as the Expiration
Date with respect thereto, subject to its right to change
the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall
be later than the 180th day after the applicable record
date.

SECTION 105.   Notices, Etc., to Trustee and Company

     Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

     (1)  the Trustee by any Holder or by the Company
     shall be sufficient for every purpose hereunder if
     in writing and mailed, first-class, postage prepaid,
     to the Trustee at its Corporate Trust Office, or
     (2)  the Company by the Trustee or by any Holder
     shall be sufficient for every purpose hereunder
     (unless otherwise herein expressly provided) if in
     writing and mailed, first-class postage prepaid, to
     the Company addressed to it at the address of its
     principal office specified in the first paragraph of
     this instrument or at any other address previously
     furnished in writing to the Trustee by the Company.

SECTION 106.   Notice to Holder; Waiver

     Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each
Holder affected by such event at his address as it
appears in the Security Register, not later than the
latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.  In any case
where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

     If, by reason of the suspension of regular mail
service or by reason of any other cause, it shall be
impracticable to give such notice by mail, then such
notification as shall be made at the direction of the
Company in a manner reasonably calculated, to the extent
practicable under the circumstances, to provide prompt
notice shall constitute a sufficient notification for
every purpose hereunder.

     Any notice required or permitted hereunder may be
waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver
shall be the equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such
waiver.

SECTION 107.   Effect of Headings and Table of Contents

     The Article and Section headings herein and the
Table of Contents are for convenience only and shall not
affect the construction hereof.

SECTION 108.   Successors and Assigns

     All covenants and agreements in this Indenture by
the Company shall bind its successors and assigns,
whether so expressed or not.
SECTION 109.   Separability Clause

     In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 110.   Benefits of Indenture

     Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

SECTION 111.   Governing Law

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

SECTION 112.   Legal Holidays

     In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall
not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or
of the Securities (other than a provision of any Security
established as contemplated by Section 301 hereof which
specifically states that such provision shall apply in
lieu of this Section)) payment of interest, if any, or
principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated
Maturity, and no interest shall accrue for the period
from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.

SECTION 113.   Incorporation by Reference of Trust
               Indenture Act

     Whenever this Indenture refers to a provision of the
Trust Indenture Act, the provision is incorporated by
reference in and made part of this Indenture.  The
following Trust Indenture Act terms used in this
Indenture have the following meanings:

     "indenture securities" means the Securities.
     "indenture security holder" means a Holder.
     "indenture to be qualified" means this Indenture, as
then supplemented.
     "indenture trustee" or "institutional trustee" means
the Trustee.
     "obligor" in the indenture securities means the
          Company and any other obligor in the indenture
          securities.

     All other terms used in this Indenture that are
defined by the Trust Indenture Act, defined by Trust
Indenture Act reference to another statute or defined by
Commission rule have the meanings assigned to them by
such definitions.

                       ARTICLE II

                     SECURITY FORMS

SECTION 201.   Forms Generally

     The Securities of each series shall be in
substantially the form set forth in this Article, or in
such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, a Board
Resolution or one or more indentures supplemental hereto,
and may have such letters, numbers or other marks of
identification and such legends or endorsements placed
thereon (i) as may be required by law or to comply with
the rules of (a) any securities exchange, (b) DTC or any
other clearing agency registered as such under the
Exchange Act or (c) Euroclear or Cedel; or (ii) as may,
consistently herewith, be determined by the Officers
executing such Securities, as evidenced by their
execution thereof.  If the form of Securities of any
series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such
action shall be certified by an authorized Director or
officer of the Company and delivered to the Trustee at or
prior to the delivery of the Company Order contemplated
by Section 303 for the authentication and delivery of
such Securities.

     The Trustee's certificate of authentication shall be
in substantially the form set forth in this Article.
     The definitive Securities shall be printed,
typewritten, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as
determined by the Officers executing such Securities, as
evidenced by their execution thereof.

     Except as otherwise provided pursuant to Section
301, Initial Securities of any series offered and sold in
their initial resale distribution to QIBs in reliance on
Rule 144A shall initially be issued in the form of one or
more Global Securities of such series in definitive,
fully registered form, substantially in the form set
forth in this Article, with such applicable legends as
are provided for in Section 202.  Such Global Securities
shall be duly executed by the Company and authenticated
by the Trustee as hereinafter provided, and deposited
with the Depositary, which will hold such Global
Securities for the benefit of DTC.  Until such time as
the Holding Period (as defined below) shall have
terminated, each such Security shall be referred to as a
"Rule 144A Global Security. " The aggregate principal
amount of any Rule 144A Global Security may be adjusted
by endorsements to Schedule A on the reverse thereof in
any situation where adjustment is permitted or required
by this Indenture. Unless the Company determines
otherwise in accordance with applicable law, the legend
setting forth transfer restrictions shall be removed from
a Rule 144A Security in accordance with the procedures
set forth in Section 306(b) after such time as the
applicable Holding Period shall have terminated, and each
such Security shall thereafter be held as an
"Unrestricted Security."  As used herein, the term
"Holding Period," with respect to Rule 144A Securities of
any series, means the period referred to in Rule 144(k)
or any successor provision thereto and as may be amended
or revised from time to time, beginning from the later of
(i) the original issue date of such Securities or (ii)
the last date on which the Company or any affiliate of
the Company was the beneficial owner of such Securities
(or any predecessor thereof).

     Except as otherwise provided pursuant to Section
301, Initial Securities of any series offered and sold in
their initial distribution to non-US Persons in offshore
transactions in reliance on Regulation S shall initially
be issued in the form of one or more Global Securities of
such series in definitive, fully registered form, substan
tially in the form set forth in this Article, with such
applicable legends as are provided for in Section 202.
Such Global Securities shall be duly executed by the
Company and authenticated by the Trustee as herein
provided, and deposited with the Depositary, which will
hold such Global Securities for the benefit of DTC, for
credit initially only to such accounts at Euroclear or
Cedel as DTC's Participants may direct.  Until such time
as the Restricted Period (as defined below) shall have
terminated, each such Global Security shall be referred
to as a "Regulation S Global Security."  The aggregate
principal amount of any Regulation S Global Security may
be adjusted by endorsements to Schedule A on the reverse
thereof in any situation where adjustment is permitted or
required by this Indenture.  Unless the Company
determines otherwise in accordance with applicable law,
the legend setting forth transfer restrictions shall be
removed from a Regulation S Security in accordance with
the procedures set forth in Section 306(b) after such
time as the applicable Restricted Period shall have
terminated, and each such Security shall thereafter be
held as an "Unrestricted Security."  As used herein, the
term "Restricted Period," with respect to Regulation S
Securities of any series, means the period of 40 consec
utive days beginning on and including the later of (i)
the date on which interests in such Securities are
offered to Persons other than distributors (as defined in
Regulation S) and (ii) the original issue date of such
Securities.  Except as otherwise provided pursuant to
Section 301, no Regulation S Global Security shall be
issued except as provided in this paragraph to evidence
Securities offered and sold in their initial distribution
in reliance on Regulation S.

     Except as otherwise provided pursuant to Section
306(b), Initial Securities of any series offered and sold
in their initial resale distribution to purchasers who
are institutional "accredited investors" as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act
(each an "IAI") and who are not QIBs shall be issued in
the form of fully registered, definitive, physical
certificates, substantially in the form set forth in this
Article, with such applicable legends as are provided for
in Section 202 hereto (such securities as held by an IAI
are herein referred to as "Restricted Definitive
Securities").  Unless the Company determines otherwise in
accordance with applicable law, the legend setting forth
transfer restrictions shall be removed from a Restricted
Definitive Security in accordance with the procedures set
forth in Section 306(b) after such time as the applicable
Holding Period shall have terminated, and each such
Security shall thereafter be held as an "Unrestricted
Security."  As used herein, the term "Holding Period,"
with respect to Restricted Definitive Securities of any
series, means the period referred to in Rule 144(k) or
any successor provision thereto and as may be amended or
revised from time to time, beginning from the later of
(i) the original issue date of such Securities or (ii)
the last date on which the Company or any affiliate of
the Company was the beneficial owner of such Securities
(or any predecessor thereof).

SECTION 202. (a)    Form of Face of Initial Security

     [If the Security is to be a Global Security,
insertCTHIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHO
RIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAY
MENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME
OR NAMES AS DIRECTED IN WRITING BY THE DEPOSITARY, ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS
THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN
INTEREST HEREIN.

     [If the Security is to be a Restricted Security,
insert the applicable languageC [THIS SECURITY HAS BEEN
INITIALLY RESOLD IN RELIANCE ON RULE 144A UNDER THE
SECURITIES ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL
REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF
THE INDENTURE:] [THIS SECURITY HAS INITIALLY BEEN RESOLD
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DESCRIBED
BY RULE 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES
ACT) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL
REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF
THE INDENTURE:] [THIS SECURITY HAS BEEN ISSUED IN
RELIANCE ON REGULATION S UNDER THE SECURITIES ACT AND
SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN
ACCORDANCE WITH ITS TERMS AND THE TERMS OF THE
INDENTURE:]]

     [If the security is to be a Restricted Security,
insertC
     THIS SECURITY HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF, EACH OF THE HOLDER OF THIS
SECURITY AND ANY OWNERS OF INTERESTS HEREIN (1) REPRE
SENTS THAT [(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES  ACT),]
[(B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DESCRIBED BY RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT OR] [(C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION,] (2)
AGREES THAT BEGINNING FROM THE LATER OF (X) THE ORIGINAL
ISSUE DATE OF THIS SECURITY OR (Y) THE LAST DATE ON WHICH
THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL
OWNER OF THIS SECURITY (OR ANY PREDECESSOR HEREOF)
THROUGH THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER
THE SECURITIES ACT, IT WILL NOT RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY
AFFILIATE THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" THAT PRIOR
TO SUCH TRANSFER, FURNISHED TO THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY
(THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF
TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.  UNLESS THE COMPANY DETERMINES
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND
WILL BE REMOVED BY THE COMPANY (1) UPON REQUEST OF THE
HOLDER, AFTER THE EXPIRATION OF THE TIME PERIOD REFERRED
TO IN RULE 144(K) UNDER THE SECURITIES ACT BEGINNING FROM
THE LATER OF (A) THE ORIGINAL ISSUE DATE OF THIS SECURITY
AND (B) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS
SECURITY (OR ANY PREDECESSOR HEREOF) OR (2) WITH RESPECT
TO SECURITIES SOLD IN RELIANCE ON REGULATION S, FOLLOWING
THE EXPIRATION OF 40 CONSECUTIVE DAYS BEGINNING ON AND
INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN
THIS SECURITY ARE OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE
ORIGINAL ISSUE DATE OF THIS SECURITY.  AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "US
PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
UNDER THE SECURITIES ACT.]
     
                MIDAMERICAN FUNDING, LLC
                  [Title of Security]

 No. __________                                $_________
                                       CUSIP No._________
                                      [ISIN No. ________]
                                  [Common Code:_________]

     MIDAMERICAN FUNDING, LLC, a limited liability
company organized under the laws of Iowa (herein called
the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to [name of
registered owner or its registered assigns] [if the
Security is a Global Security, insertC] the Initial
Principal Amount specified on Schedule A hereto (such
Initial Principal Amount, as it may from time to time be
adjusted by endorsement on Schedule A hereto, is
hereinafter referred to as the "Principal Amount")] [if
this Security is not a Global Security, insertC the
principal sum of                      Dollars (the
"Principal Amount")] on            , [if the Security is
to bear interest prior to maturity, insertC and to pay
interest thereon from ___________ or from the most recent
Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on
and                  in each year, commencing
,               until the Principal Amount hereof is paid
or made available for payment.  [if applicable, insertC;
provided that any Principal Amount and premium, and any
such installment of interest, which is overdue shall bear
interest at the rate of ___% per annum (or, if lower, the
maximum rate legally enforceable), from the dates such
amounts are due until they are paid or made available for
payment, [and such interest shall be payable on demand]
[If applicable, insertC provided further that if an
Illiquidity Event (as defined in the Registration Rights
Agreement) occurs, interest will accrue on this Security
at a rate of [      ]% per annum from and including the
date on which any such Illiquidity Event shall occur,
until but excluding the date on which all Illiquidity
Events have been cured, provided, however, that if such
Illiquidity is not cured within two years after the
consummation of the MidAmerican Merger, such increase in
interest rate will become permanent.]  The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record
Date for such interest, which shall be the __________ or
_________ (whether or not a Business Day), as the case
may be, immediately preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Person in
whose name this Security (or one or more Predecessor
Securities) is registered on such Regular Record Date and
may be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the
requirements of any securities exchange on which the
Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more
fully provided in said Indenture.

     [If the Security is not to bear interest prior to
Maturity, insertC The principal of this Security shall
not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption
or at Stated Maturity and in such case the overdue
principal of this Security shall bear interest at the
rate of [yield to maturity] % per annum (to the extent
that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal
has been made or duly provided for.  Interest on any
overdue principal shall be payable on demand.  [Any such
interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of [yield to
maturity] % per annum (or, if lower, the maximum rate
legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such
interest has been made or duly provided for, and such
interest shall also be payable on demand.]

     Payment of the principal of (and premium, if any)
and interest, if any, on this Security will be made at
any place of payment or at the office or agency of the
Company maintained for that purpose in the Borough of
Manhattan, The City of New York in such coin or currency
of the United States of America as at the time of payment
is legal tender for the payment of public and private
debts; provided however, that payment of interest may be
made by check mailed to the address of the Person
entitled thereto as such address shall appear in the
Security Register.  Payment of interest, if any, in
respect of this Security may also be made, in the case of
a Holder of at least U.S. $1,000,000 aggregate principal
amount of Securities, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the
United States; provided that such Holder elects payment
by wire transfer by giving written notice to the Trustee
or a Paying Agent to such effect designating such account
no later than 15 days immediately preceding the relevant
due date for payment (or such other date as the Trustee
may accept in its discretion).

     [Insert any special notice provisions required by
any stock exchanges upon which the Securities of a series
are to be listed.]

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS
OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH
FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.

     Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse
hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


     IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


                    MIDAMERICAN FUNDING, LLC

                    By:
                         Name:
                         Title:

Attest:


By:__________________________
  Name:
  Title:


        TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series
designated herein and referred to in the within-mentioned
Indenture.

                    IBJ WHITEHALL BANK & TRUST COMPANY,
                      as Trustee

Dated:____________       By:______________________
                         Authorized Signatory

SECTION 202. (b)    Form of Reverse of Initial Security

                MIDAMERICAN FUNDING, LLC
               [Title of the Securities]

     This Security is one of a duly authorized issue of
securities of the Company (herein called the
"Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March __, 1999
(herein called the "Original Indenture"), among the
Company and IBJ Whitehall Bank & Trust Company, as
trustee, principal paying agent, security exchange
agent/registrar and transfer agent (herein called the
"Trustee", which term includes any successor trustee
under the Original Indenture) [insert particulars with
respect to any indentures supplemental thereto pursuant
to which the Securities of this series are being issued]
to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and
delivered. Terms defined in the Indenture which are not
defined herein are used with the meanings assigned to
them in the Indenture. This Security is one of the series
designated on the face hereof [if applicable, insertC
limited in aggregate principal amount to $        ].

     [If applicable, insertC This Security is not subject
to redemption prior to maturity.]

     [If applicable, insertC The Securities of this
series are subject to redemption upon not less than 30 or
more than 60 days' notice to the Holders of such
Securities as provided in the Indenture, [If applicable,
insertC (1) on                 in any year commencing
with the year      and ending with the year through
operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount,
and (2)] at any time [on or after           ], as a whole
or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of
the principal amount):

     If redeemed [if applicable, insertC on or before
,    %, and if redeemed] during the 12-month period
beginning           , of the years indicated:

Year   Redemption Price     Year     Redemption Price





and thereafter at a Redemption Price equal to _____% of
the principal amount, together in the case of any such
redemption [if applicable, insertC (whether through
operation of the sinking fund or otherwise)] with accrued
and unpaid interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, all as
provided in the Indenture.]

     [If applicable, insertC The Securities of this
series are subject to redemption upon not less than 30
nor more than 60 days' notice to the Holders of such
Securities, as provided in the Indenture (1) on
in any year commencing with the year and ending with the
year       through operation of the sinking fund for this
series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below,
and (2) at any time [on or after                  ], as a
whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below:

     If redeemed during the 12-month period beginning
of the years  indicated:


                                  Redemption Price for
            Redemption Price      Redemption Otherwise
    for Redemption Through OperationThan Through Ope
ration
 Year                of Sinking Fund
of the Sinking Fund






and thereafter at a Redemption Price equal to     % of
the principal amount, together in the case of any such
redemption (whether through operation of the sinking fund
or otherwise) with accrued and unpaid interest to the
Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more
Predecessor Securities, all as provided in the
Indenture.]

     [If applicable, insertC Notwithstanding the
foregoing, the Company may not, prior to               ,
redeem any Securities of this series as contemplated by
[Clause (2) of] the preceding paragraph as a part of, or
in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed
having an interest cost to the Company (calculated in
accordance with generally accepted financial practice) of
less than      % per annum.]

     [If applicable, insertC The sinking fund for this
series provides for the redemption on         in each
year beginning with the year   and ending with the year
of [If  applicable, insertC not less than $
("mandatory sinking fund") and, at the option of the
Company, not more than] $           aggregate principal
amount of Securities of this series.  Securities of this
series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited
against subsequent [mandatory] sinking fund payments
otherwise required to be made [in the order in which they
become due].]

     [If applicable, insertC The Securities of this
series will be redeemable in whole or in part, at the
option of the Company at any time, at a Redemption Price
equal to the greater of (i) 100% of the principal amount
of the Securities of this series being redeemed or (ii)
the sum of the present values of the remaining scheduled
payments of principal of and interest on the Securities
of this series being redeemed discounted to the
Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount
rate equal to the Treasury Yield plus         basis
points, plus, for (i) or (ii) above, whichever is
applicable, accrued interest on the Securities of this
series to the Redemption Date.

     "Treasury Yield" means, with respect to any
Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price
for such Redemption Date.

     "Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining
average life Securities of this series to be redeemed
that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable
maturity to the remaining average life of the Securities
of this series.

     "Comparable Treasury Price" means, with respect to
any Redemption Date, (i) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) on the
third Business Day in New York City preceding such
Redemption Date, as set forth in the daily statistical
release (or any successor release) published by the
Federal Reserve Bank of New York and designated
"Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices
on such Business Day, the Reference Treasury Dealer
Quotation for such Redemption Date.

     "Independent Investment Banker" means an investment
banking institution of international standing appointed
by the Company.

     "Reference Treasury Dealer Quotation" means, with
respect to the Reference Treasury Dealer and any
Redemption Date, the average, as determined by the
Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of
its principal amount and quoted in writing to the Company
by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such
redemption date).

     "Reference Treasury Dealer" means a primary U.S.
Government securities dealer in New York City appointed
by the Company.

     Notice of redemption shall be given as provided for
in the Indenture not less than 30 days nor more than 60
days prior to the Redemption Date.

     If fewer than all the Securities of this series are
to be redeemed, selection of Securities of this series
for redemption will be made by the Trustee in any manner
the Trustee deems fair and appropriate.

     Unless the Company defaults in payment of the
Redemption Price, from and after the Redemption Date, the
Securities of this series or portions thereof called for
redemption will cease to bear interest, and the Holders
thereof will have no right in respect of such Securities
of this series except the right to receive the Redemption
Price thereof.]

     [If the Security is a Global Security and it is
subject to redemption of any kind, insertC In the event
of redemption of this Security in part only, the Trustee
will reduce the Principal Amount hereof by endorsement on
Schedule A hereto such that the Principal Amount shown on
Schedule A after such endorsement will reflect only the
unredeemed portion hereof.]

     The Indenture contains provisions for defeasance of
(a) the entire indebtedness of this Security and (b)
certain restrictive covenants upon compliance by the
Company with certain conditions set forth therein.

     [If the Security is NOT an Original Issue Discount
Security, insertC If an Event of Default with respect to
Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be
declared due and payable in the manner and with the
effect provided in the Indenture.  At any time after such
declaration of acceleration with respect to Securities of
this series has been made, but before a judgment or
decree for payment of money has been obtained by the
Trustee as provided in the Indenture, if all Events of
Default with respect to Securities of this series have
been cured or waived (other than the non-payment of
principal of the Securities of this series which has
become due solely by reason of such declaration of
acceleration) then and in every such case, the Holders of
a majority in aggregate principal amount of the
Outstanding securities of such series may, by written
notice to the Company and to the Trustee, rescind and
annul such declaration and its consequences on behalf of
all of the Holders, but no such recision or annulment
shall extend to or affect any subsequent default or
impair any right consequent thereon.]

     [If the Security is an Original Issue Discount
Security, insertCIf an Event of Default with respect to
Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series
(the "Acceleration Amount") may be declared due and
payable in the manner and with the effect provided in the
Indenture.  In case of a declaration of acceleration on
or before            in any year, the Acceleration Amount
per $           principal amount at Stated Maturity of
the Securities shall be equal to the amount set forth in
respect of such date below:

                               Acceleration Amount
                                per $
                                principal amount
           Date of declaration            at Stated
                              Maturity





and in case of a declaration of acceleration on any other
date, the Acceleration Amount shall be equal to the
Acceleration Amount as of the immediately preceding date
set forth in the table above, plus accrued original issue
discount (computed in accordance with the method used for
calculating the amount of original issue discount that
accrues for United States federal income tax purposes)
from such next preceding date to the date of declaration
at the yield to maturity.  For the purpose of this
computation the yield to maturity is ____%.  Upon payment
(i) of the Acceleration Amount so declared due and
payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the
payment of the principal of and interest, if any, on the
Securities of this series shall terminate.]

     As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the
right to institute any proceeding, judicial or otherwise,
with respect to the Indenture, or for the appointment of
a receiver, or trustee or for any other remedy
thereunder, unless (a) such Holder shall have previously
given the Trustee written notice of a continuing Event of
Default with respect to the Securities, (b) the Holders
of not less than 33% or a majority, as applicable, in
principal amount of the Securities at the time
Outstanding under the Indenture shall have made written
request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee, (c) such
Holder shall have offered the Trustee indemnity
satisfactory to the Trustee against the costs, expenses
and liabilities to be incurred in compliance with such
request, (d) the Trustee shall not have received from the
Holders of a majority in principal amount of Securities
at the time Outstanding under the Indenture a direction
inconsistent with such request and (e) the Trustee for 90
days after its receipt of such notice from the Holder,
request and offer of indemnity shall have failed to
institute any such proceeding.  The foregoing shall not
apply to certain suits described in the Indenture,
including any suit instituted by the Holder of this
Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

     The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the
modification of the Indenture or any supplemental
indenture or the rights and obligations of the Company
and rights of the Holders of the Securities of any series
at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate
principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of
specified percentages in principal amount of the
Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provi
sions of the Indenture and certain past defaults under
the Indenture and their consequences.  Any such consent
or waiver by the Holder of this Security shall be conclu
sive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security
at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of [if this
Security is a Global Security, insertC a Security of the
series of which this Security is a part] [If this
Security is not a Global Security, insertC this Security]
is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the
office or agency of the Company in any place where the
principal of (and premium, if any) and interest, if any,
on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of
authorized denominations and for the same aggregate
principal amount, will be issued to the designated
transferee or transferees.

     [If this Security is a definitive Registered
Security, insertC Definitive Securities of the series of
which this Security is a part are issuable only in
registered form without coupons in denominations of
$1,000 and any integral multiple of $1,000 in excess
thereof.]

     No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.

     Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the
contrary.

     When a successor assumes all the obligations of its
predecessor under the Securities of this series and the
Indenture in accordance with the terms of the Indenture,
the predecessor will be released from those obligations.

     The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of
Securities of this series and may otherwise deal with the
Company, its Subsidiaries or their respective Affiliates
as if it were not the Trustee.

     No stockholder, director, officer, employee,
incorporator or Affiliate of the Company shall have any
liability for any obligation of the Company under the
Securities of this series or the Indenture or for any
claim based on, in respect of or by reason of, such
obligations or their creation.  Each Holder of the
Securities of this series by accepting a Security of this
series waives and releases all such liability. The waiver
and release are part of the consideration for the
issuance of the Securities of this series.

     This Security shall not be valid until the Trustee
or authenticating agent signs the certificate of
authentication on this Security.

     [Customary abbreviations may be used in the name of
a Holder of a Registered Security of this series or an
assignee such as:  TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).]

     Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures,
the Company will cause CUSIP numbers to be printed on
the Securities of this series as a convenience to the
Holders of the Securities of this series.  [If this
Security is a Regulation S Security, insertC  This
Security will also bear an ISIN number and a Common Code.
No representation is made as to the accuracy of such
numbers as printed on the Securities of this series and
reliance may be placed only on the other identification
numbers printed hereon.]

     This Security shall be governed by and construed in
accordance with the laws of the State of New York,
without giving effect to the principles of conflict of
laws thereof.

     All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in
the Indenture.


[IF SECURITY IS A GLOBAL SECURITY, INSERT AS A SEPARATE
PAGEC]

                                               Schedule A

                 SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $


                                           Notation made
                               Principal  on behalf of the
   Date   PrincipalPrincipal     amount       Security
 adjustment amount   amount    following      Exchange
   made    increase decrease   adjustment Agent/Registrar



                                                       

 SECTION 203. (a)     Form of Face of Exchange Security

                MIDAMERICAN FUNDING, LLC
                  [Title of Security]

 No. __________                                $_________
                                       CUSIP No._________


  MIDAMERICAN FUNDING, LLC, a limited liability company
organized under the laws of Iowa (herein called the
"Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [name of registered
owner or its registered assigns] the principal sum of
Dollars (the "Principal Amount")] on            , [If the
Security is to bear interest prior to maturity, insertC
and to pay interest thereon from __________ or from the
most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on
and                  in each year, commencing
,               until the Principal Amount hereof is paid
or made available for payment.  [if applicable, insertC;
provided that any Principal Amount and premium, and any
such installment of interest, which is overdue shall bear
interest at the rate of ___% per annum (or, if lower, the
maximum rate legally enforceable), from the dates such
amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand].
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the
__________ or _________ (whether or not a Business Day),
as the case may be, immediately preceding such Interest
Payment Date.  Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered on such Regular
Record Date] and may be paid to [the bearer at the time
of payment of such Defaulted Interest] [the Person in
whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsis
tent with the requirements of any securities exchange on
which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all
as more fully provided in said Indenture].

  [If the Security is not to bear interest prior to
Maturity, insertC The principal of this Security shall
not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption
or at Stated Maturity and in such case the overdue
principal of this Security shall bear interest at the
rate of [yield to maturity] % per annum (to the extent
that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal
has been made or duly provided for.  Interest on any
overdue principal shall be payable on demand.  [Any such
interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of [yield to
maturity] % per annum (or, if lower, the maximum rate
legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such
interest has been made or duly provided for, and such
interest shall also be payable on demand.]

  Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at any
place of payment or at the office or agency of the
Company maintained for that purpose in the Borough of
Manhattan, The City of New York in such coin or currency
of the United States of America as at the time of payment
is legal tender for the payment of public and private
debts; provided however, that payment of interest may be
made by check mailed to the address of the Person
entitled thereto as such address shall appear in the
Security Register.  Payment of interest, if any, in
respect of this Security may also be made, in the case of
a Holder of at least U.S. $1,000,000 aggregate principal
amount of Securities, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the
United States; provided that such Holder elects payment
by wire transfer by giving written notice to the Trustee
or a Paying Agent to such effect designating such account
no later than 15 days immediately preceding the relevant
due date for payment (or such other date as the Trustee
may accept in its discretion).

  [Insert any special notice provisions required by any
stock exchanges upon which the Securities of a series are
to be listed.]

  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FUR
THER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.
  Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse
hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


  IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
                                

                   MIDAMERICAN FUNDING, LLC

                   By:
                        Name:
                        Title:

Attest:


By:__________________________
  Name:
  Title:


        TRUSTEE'S CERTIFICATE OF AUTHENTICATION

  This is one of the Securities of the series designated
herein and referred to in the within-mentioned Indenture.

                   IBJ WHITEHALL BANK & TRUST COMPANY,
                     as Trustee

Dated:____________  By:______________________
                     Authorized Signatory


SECTION 203. (b)     Form of Reverse of Exchange Security

                MIDAMERICAN FUNDING, LLC
               [Title of the Securities]

  This Security is one of a duly authorized issue of
securities of the Company (herein called the
"Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March __, 1999
(herein called the "Original Indenture"), among the
Company and IBJ Whitehall Bank & Trust Company, as
trustee, principal paying agent, security exchange
agent/registrar and transfer agent (herein called the
"Trustee", which term includes any successor trustee
under the Original Indenture) [insert particulars with
respect to any Indenture supplemental thereto pursuant to
which the Securities of this series are being issued] to
which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the
respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and
delivered. Terms defined in the Indenture which are not
defined herein are used with the meanings assigned to
them in the Indenture. This Security is one of the series
designated on the face hereof [if applicable, insertC
limited in aggregate principal amount to $             ].

  [If applicable, insertC This Security is not subject
to redemption prior to maturity.]

  [If applicable, insertC The Securities of this series
are subject to redemption upon not less than 30 or more
than 60 days' notice to the Holders of such Securities as
provided in the Indenture, [If applicable, insertC (1) on
in any year commencing with the year        and ending
with the year through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after
], as a whole or in part, at the election of the Company,
at the following Redemption Prices (expressed as
percentages of the principal amount):

  If redeemed [if applicable, insertC on or before
,        %, and if redeemed] during the 12-month period
beginning          , of the years indicated:

Year   Redemption Price     Year     Redemption Price





and thereafter at a Redemption Price equal to _____% of
the principal amount, together in the case of any such
redemption [if applicable, insertC (whether through
operation of the sinking fund or otherwise)] with accrued
and unpaid interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, all as
provided in the Indenture.]

     [If applicable, insertC The Securities of this
series are subject to redemption upon not less than 30
nor more than 60 days' notice to the Holders of such
Securities, as provided in the Indenture (1) on
in any year commencing with the year and ending with the
year       through operation of the sinking fund for this
series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below,
and (2) at any time [on or after                  ], as a
whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below:

     If redeemed during the 12-month period beginning
of the years  indicated:


                                        Redemption Price for
            Redemption Price            Redemption Otherwise
    for Redemption Through Operation    Than Through Operation
 Year       of Sinking Fund              of the Sinking Fund




and thereafter at a Redemption Price equal to     % of
the principal amount, together in the case of any such
redemption (whether through operation of the sinking fund
or otherwise) with accrued and unpaid interest to the
Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more
Predecessor Securities, all as provided in the
Indenture.]

     [If applicable, insert. Notwithstanding the
foregoing, the Company may not, prior to               ,
redeem any Securities of this series as contemplated by
[Clause (2) of] the preceding paragraph as a part of, or
in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed
having an interest cost to the Company (calculated in
accordance with generally accepted financial practice) of
less than      % per annum.]

     [If applicable, insertC The sinking fund for this
series provides for the redemption on         in each
year beginning with the year   and ending with the year
of [If  applicable, insertC not less than $
("mandatory sinking fund") and, at the option of the
Company, not more than] $           aggregate principal
amount of Securities of this series.  Securities of this
series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited
against subsequent [mandatory] sinking fund payments
otherwise required to be made [in the order in which they
become due].]

     [If applicable, insertC The Securities of this
series will be redeemable in whole or in part, at the
option of the Company at any time, at a Redemption Price
equal to the greater of (i) 100% of the principal amount
of the Securities of this series being redeemed or (ii)
the sum of the present values of the remaining scheduled
payments of principal of and interest on the Securities
of this series being redeemed discounted to the
Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount
rate equal to the Treasury Yield plus         basis
points, plus, for (i) or (ii) above, whichever is
applicable, accrued interest on the Securities of this
series to the Redemption Date.

     "Treasury Yield" means, with respect to any
Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price
for such Redemption Date.

     "Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment
Banker as having an average life comparable to the
remaining average life of  Securities of this series to
be redeemed that would be utilized, at the time of
selection and in accordance with customary financial
practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining
average life of the Securities of this series.

     "Comparable Treasury Price" means, with respect to
any Redemption Date, (i) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) on the
third Business Day in New York City preceding such
Redemption Date, as set forth in the daily statistical
release (or any successor release) published by the
Federal Reserve Bank of New York and designated
"Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices
on such Business Day, the Reference Treasury Dealer
Quotation for such Redemption Date.

     "Independent Investment Banker" means an independent
investment banking institution of international standing
appointed by the Company.

     "Reference Treasury Dealer Quotation" means, with
respect to the Reference Treasury Dealer and any
Redemption Date, the average, as determined by the
Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of
its principal amount and quoted in writing to the Company
by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such
redemption date).

     "Reference Treasury Dealer" means a primary U.S.
Government securities dealer in New York City appointed
by the Company.

     Notice of redemption shall be given as provided for
in the Indenture not less than 30 days nor more than 60
days prior to the Redemption Date.

     If fewer than all the Securities of this series are
to be redeemed, selection of Securities of this series
for redemption will be made by the Trustee in any manner
the Trustee deems fair and appropriate.

     Unless the Company defaults in payment of the
Redemption Price, from and after the Redemption Date, the
Securities of this series or portions thereof called for
redemption will cease to bear interest, and the Holders
thereof will have no right in respect of such Securities
of this series except the right to receive the Redemption
Price thereof.]

     The Indenture contains provisions for defeasance of
(a) the entire indebtedness of this Security and (b)
certain restrictive covenants upon compliance by the
Company with certain conditions set forth therein.

     [If the Security is NOT an Original Issue Discount
Security, insertC If an Event of Default with respect to
Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be
declared due and payable in the manner and with the
effect provided in the Indenture.  At any time after such
declaration of acceleration with respect to Securities of
this series has been made, but before a judgment or
decree for payment of money has been obtained by the
Trustee as provided in the Indenture, if all Events of
Default with respect to Securities of this series have
been cured or waived (other than the non-payment of
principal of the Securities of this series which has
become due solely by reason of such declaration of
acceleration) then and in every such case, the Holders of
a majority in aggregate principal amount of the
Outstanding securities of such series may, by written
notice to the Company and to the Trustee, rescind and
annul such declaration and its consequences on behalf of
all of the Holders, but no such recision or annulment
shall extend to or affect any subsequent default or
impair any right consequent thereon.]

     [If the Security is an Original Issue Discount
Security, insertCIf an Event of Default with respect to
Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series
(the "Acceleration Amount") may be declared due and
payable in the manner and with the effect provided in the
Indenture.  In case of a declaration of acceleration on
or before            in any year, the Acceleration Amount
per $           principal amount at Stated Maturity of
the Securities shall be equal to the amount set forth in
respect of such date below:

                               Acceleration Amount
                                per $
                                principal amount
           Date of declaration            at Stated
                              Maturity




and in case of a declaration of acceleration on any other
date, the Acceleration Amount shall be equal to the
Acceleration Amount as of the immediately preceding date
set forth in the table above, plus accrued original issue
discount (computed in accordance with the method used for
calculating the amount of original issue discount that
accrues for United States federal income tax purposes)
from such next preceding date to the date of declaration
at the yield to maturity.  For the purpose of this
computation the yield to maturity is ____%.  Upon payment
(i) of the Acceleration Amount so declared due and
payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the
payment of the principal of and interest, if any, on the
Securities of this series shall terminate.]

     As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the
right to institute any proceeding, judicial or otherwise,
with respect to the Indenture, or for the appointment of
a receiver, or trustee or for any other remedy
thereunder, unless (a) such Holder shall have previously
given the Trustee written notice of a continuing Event of
Default with respect to the Securities, (b) the Holders
of not less than 33% or a majority, as applicable, in
principal amount of the Securities at the time
Outstanding under the Indenture shall have made written
request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee, (c) such
Holder shall have offered the Trustee indemnity
satisfactory to the Trustee against the costs, expenses
and liabilities to be incurred in compliance with such
request, (d) the Trustee shall not have received from the
Holders of a majority in principal amount of Securities
at the time Outstanding under the Indenture a direction
inconsistent with such request and (e) the Trustee for 90
days after its receipt of such notice from the Holder,
request and offer of indemnity shall have failed to
institute any such proceeding.  The foregoing shall not
apply to certain suits described in the Indenture,
including any suit instituted by the Holder of this
Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

     The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the
modification of the Indenture or any supplemental
indenture or the rights and obligations of the Company
and rights of the Holders of the Securities of any series
at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate
principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of
specified percentages in principal amount of the
Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provi
sions of the Indenture and certain past defaults under
the Indenture and their consequences.  Any such consent
or waiver by the Holder of this Security shall be conclu
sive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security
at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer
at the office or agency of the Company in any place where
the principal of (and premium, if any) and interest, if
any, on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of
authorized denominations and for the same aggregate
principal amount, will be issued to the designated
transferee or transferees.

     Definitive Securities of the series of which this
Security is a part are issuable only in registered form
without coupons in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof.

     No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.

     Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the
contrary.

     When a successor assumes all the obligations of its
predecessor under the Securities of this series and the
Indenture in accordance with the terms of the Indenture,
the predecessor will be released from those obligations.

     The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of
Securities of this series and may otherwise deal with the
Company, its Subsidiaries or their respective Affiliates
as if it were not the Trustee.

     No stockholder, director, officer, employee,
incorporator or Affiliate of the Company shall have any
liability for any obligation of the Company under the
Securities of this series or the Indenture or for any
claim based on, in respect of or by reason of, such
obligations or their creation.  Each Holder of the
Securities of this series by accepting a Security of this
series waives and releases all such liability. The waiver
and release are part of the consideration for the
issuance of the Securities of this series.

     This Security shall not be valid until the Trustee
or authenticating agent signs the certificate of
authentication on this Security.

     [Customary abbreviations may be used in the name of
a Holder of a Registered Security of this series or an
assignee such as:  TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).]

     Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures,
the Company will cause CUSIP numbers to be printed on
the Securities of this series as a convenience to the
Holders of the Securities of this series.

     This Security shall be governed by and construed in
accordance with the laws of the State of New York,
without giving effect to the principles of conflict of
laws thereof.

     All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in
the Indenture.

SECTION 204.   Form of Trustee's Certificate of
Authentication

        TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series
designated herein and referred to in the within-mentioned
Indenture.

                    IBJ WHITEHALL BANK & TRUST COMPANY
                      as Trustee

Dated:___________        By:__________________________
                         Authorized Signatory

SECTION 205.   Form of Trustee's Certificate of
               Authentication by an Authenticating Agent

     If at any time there shall be an Authenticating
Agent appointed with respect to any series of Securities,
then the Trustee's Certificate of Authentication by such
Authenticating Agent to be borne by the Securities of
each such series shall be substantially as follows:


        TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series
designated herein and referred to in the within-mentioned
Indenture.

                    IBJ WHITEHALL BANK & TRUST COMPANY
                      as Trustee


                    
                         as Authenticating Agent

Dated:___________        By:__________________________
                         Authorized Signatory

                      ARTICLE III

                     THE SECURITIES

SECTION 301.   Amount Unlimited; Issuable in Series

     The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture
is unlimited.

     The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board
Resolution and, subject to Section 303, set forth or
determined in the manner provided in an Officers'
Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities
of any series:

     (1)  the title of the Securities of the series
     (which shall distinguish the Securities of the
     series from all other Securities);

     (2)  any limit upon the aggregate principal amount
     of the Securities of the series which may be
     authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered
     upon registration of transfer of, or in exchange
     for, or in lieu of, other Securities of the series
     pursuant to Sections 304, 305, 306, 307, 308, 906 or
     1107, and except for any Securities which, pursuant
     to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

     (3)  the Person to whom any interest on a Security
     of the series shall be payable, if other than the
     Person in whose name the Security (or one or more
     Predecessor Securities) is registered at the close
     of business on the Regular Record Date for such
     interest;

     (4)  the date or dates on which the principal of the
     Securities of the series is payable;

     (5)  the rate or rates at which the Securities of
     the series shall bear interest, if any, the date or
     dates from which such interest shall accrue, the
     Interest Payment Dates on which such interest shall
     be payable and the Regular Record Date for the
     interest payable on any Interest Payment Date;

     (6)  the place or places, if any, in addition to or
     in the place of the Corporate Trust Office, where
     the principal of (and premium, if any) and interest,
     if any, on Securities of the series shall be payable
     and where such Securities may be registered or
     transferred;

     (7)  the period or periods within which, the price
     or prices at which and the terms and conditions upon
     which Securities of the series may be redeemed, in
     whole or in part, at the option of the Company;

     (8)  the obligation, if any, of the Company to
     redeem, repay or purchase Securities of the series
     pursuant to any sinking fund or analogous provisions
     or at the option of a Holder thereof; and the period
     or periods within which, the price or prices at
     which and the terms and conditions upon which Securi
     ties of the series shall be redeemed, repaid or
     purchased, in whole or in part, pursuant to such
     obligation; and any provisions in addition to or in
     lieu of the provisions of Article Twelve applicable
     to the Securities of such series;

     (9)  if other than denominations of $1,000 and any
     integral multiple of $1,000 in excess thereof, the
     denominations in which Securities of the series
     shall be issuable;

     (10)  if other than the principal amount thereof,
     the portion of the principal amount of Securities of
     the series which shall be payable upon declaration
     of acceleration of the Maturity thereof pursuant to
     Section 502;

     (11)  if other than such coin or currency of the
     United States of America as at the time of payment
     is legal tender for payment of public or private
     debts, the coin or currency, including composite
     currencies such as the European Currency Unit, in
     which payment of the principal of (and premium, if
     any) and interest, if any, on the Securities of the
     series shall be payable and the manner of
     determining the equivalent thereof in the currency
     of the United States for any purpose, including for
     purposes of the designation of "Outstanding" in
     Section 101;

     (12)  if the principal of (and premium, if any) or
     interest, if any, on the Securities of the series is
     to be payable, at the election of the Company or a
     Holder thereof, in one or more currencies or
     currency units other than that or those in which the
     Securities are stated to be payable, the currency,
     currencies or currency units which may be elected
     and the period or periods within which, and the
     terms and conditions upon which, such election may
     be made and the amount so payable;

     (13)  if the amount of payments of principal of (and
     premium, if any) or interest, if any, on the
     Securities of the series may be determined with
     reference to an index or pursuant to a formula, the
     manner in which such amounts shall be determined;

     (14) if the principal amount payable at the Stated
     Maturity of any Securities of the series will not be
     determinable as of any one or more dates prior to
     the Stated Maturity, the amount which shall be
     deemed to be the principal amount of such Securities
     as of any such date for any purpose thereunder or
     hereunder, including the principal amount thereof
     which shall be due and payable upon any Maturity
     other than the Stated Maturity or which shall be
     deemed to be Outstanding as of any date prior to the
     Stated Maturity (or, in any such case, the manner in
     which such amount deemed to be the principal amount
     shall be determined);

     (15)  any provisions permitted by this Indenture
     relating to Events of Default or covenants of the
     Company with respect to such series of Securities;

     (16)  if the Securities of the series shall be
     issued in whole or in part in the form of one or
     more Global Securities, whether beneficial owners of
     interests in any such Global Security may exchange
     such interests for Securities of such series of like
     tenor and of authorized form and denomination and
     the circumstances under which any such changes may
     occur, if other than in the manner provided in
     Section 307(b)(ii), and any related certificates in
     addition to those set forth in Section 313;

     (17)  any deletion of, addition to or change in the
     Events of Default which applies to any Securities of
     the series and any change in the right of the
     Trustee or the requisite Holders of such Securities
     to declare the principal amount thereof due and
     payable pursuant to Section 502;

     (18)  any deletion of, addition to or change in the
     covenants set forth in Sections 1004, 1005, 1006,
     1007, 1008, 1009 and 1010 which applies to
     Securities of the series;

     (19)  any information the Company shall be obligated
     to provide to the Trustee, and the Trustee shall be
     obligated to promptly forward to Holders of
     Securities of the series, pursuant to Section
     703(b);

     (20) the form of any legend(s) which shall be borne
     by any Restricted Securities in addition to or in
     lieu of that set forth in Section 202; any circum
     stances in addition to or in lieu of those set forth
     in Section 306(b) in which such legend(s) may be
     removed or modified; any circumstances in addition
     to or in lieu of those set forth in Section 306(a)
     in which definitive Securities may be registered for
     transfer; and any certificates in addition to or in
     lieu of those set forth in Section 313; and

     (21)  any other terms of the series (which terms
     shall not be inconsistent with the provisions of
     this Indenture).

     All Securities of any one series shall be
substantially identical except as to denomination and
except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and set forth in the
Officers' Certificate referred to above or in any
indenture supplemental hereto referred to above.

     If any of the terms of the Securities of a series,
including the form of Security of such series, are
established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such
action shall be certified by any authorized Officer of
the Company, and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such series of
Securities.

SECTION 302.   Denominations

     The Securities of each series shall be issuable in
bearer form or in registered form without coupons, except
as otherwise expressly provided in a supplemental
indenture hereto, in such denominations as shall be
specified as contemplated by Section 301.  In the absence
of any such provisions with respect to the Securities of
any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof.




SECTION 303.   Execution, Authentication, Delivery and
Dating

     The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its President or
one of its Vice Presidents.  The signature of any such
Person on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signature
of any individual who was at any time the proper Officer
of the Company shall bind the Company, notwithstanding
that such individual has ceased to hold such office prior
to the authentication and delivery of such Securities or
did not hold such office at the date of authentication of
such Securities.

     At any time and from time to time after the
execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company
to the Trustee for authentication, together with an
instrument or instruments establishing such series of
Securities as contemplated in Section 301 hereof, and a
Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the
Company Order shall authenticate and deliver such
Securities.  In authenticating such Securities, and
accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee
shall be entitled to receive, and (subject to Section 601
and 603) shall be fully protected in relying upon, an
Opinion of Counsel stating,

          (a)  if the form of such Securities has been
     established by or pursuant to Board Resolution as
     permitted by Section 201, that such form has been
     established in conformity with the provisions of
     this Indenture;

          (b)  that the terms of such Securities have
     been established in conformity with the provisions
     of this Indenture; and

          (c)  that such Securities, when authenticated
     and delivered by the Trustee and issued by the
     Company in the manner and subject to any conditions
     specified in such Opinion of Counsel, will
     constitute valid and legally binding obligations of
     the Company, enforceable in accordance with their
     terms, subject to bankruptcy, insolvency,
     reorganization and other laws of general
     applicability relating to or affecting the
     enforcement of creditors' rights and to general
     principles of equity and such other matters as
     counsel may specify therein.

     Notwithstanding the provisions of Section 301 and of
the preceding paragraph, if all Securities of a series
are not to be originally issued at one time, it shall not
be necessary to deliver the documents otherwise required
pursuant to Sections 201 and 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the time of
authentication of each Security of such series if such
documents are delivered at or prior to the time of
authentication upon original issuance of the first
Security of such series to be issued and reasonably
contemplate the issuance of each Security of such series.

     Each Security shall be dated the date of its
authentication.

     No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of
authentication substantially in the form provided for
herein executed by the Trustee or an Authenticating Agent
by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits
of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and
the Company shall deliver such Security to the Trustee
for cancellation as provided in Section 310 together with
a written statement (which need not be accompanied by an
Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

SECTION 304.   Temporary Securities

     Pending the preparation of definitive Securities of
any series, the Company may execute, and upon compliance
by the Company with Section 303, the Trustee or the
Authenticating Agent shall authenticate and deliver,
temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of
the definitive Securities in lieu of which they are
issued, in registered form or, if authorized, in bearer
form, and with such appropriate insertions, omissions,
substitutions and other variations as the Officers
executing such Securities may determine, as evidenced by
their execution of such Securities.

     If temporary Securities of any series are issued,
the Company will cause definitive Securities of that
series to be prepared without unreasonable delay.  After
the preparation of definitive Securities of such series,
the temporary Securities of such series shall be
exchangeable for definitive Securities of such series
upon surrender of the temporary securities of such series
at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder
except as provided in Section 306 (if in connection with
a transfer).  Upon surrender for cancellation of any one
or more temporary Securities of any series the Company
shall execute and the Trustee or the Authenticating Agent
shall authenticate and deliver in exchange therefor one
or more definitive Securities of the same series, of any
authorized denominations and of a like aggregate
principal amount and tenor.  Until so exchanged, the
temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

     Upon any exchange of a portion of a temporary Global
Security for a definitive Global Security for the
individual Securities represented thereby pursuant to
this Section 304 or Section 305, the temporary Global
Security shall be endorsed by the Trustee to reflect the
reduction of the principal amount of such temporary
Global Security, and such principal amount shall be
reduced for all purposes by the amount so exchanged and
endorsed.

SECTION 305.   Registrar and Paying Agent; Registration,
               Registration of Transfer and Exchange

     The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register
maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regula
tions as it may prescribe, the Company shall provide for
the registration, transfers and exchanges of Securities.
The Company shall maintain an office or agency of the
Paying Agent in any Place of Payment where Securities of
a series may be presented for payment.  The Company may
have one or more co-registrars and one or more additional
paying agents, and the terms "Security Exchange
Agent/Registrar" and "Paying Agent" shall include any
additional co-registrars and paying agents, respectively.

     The Company shall enter into an appropriate agency
agreement with any Securities Exchange Agent/Registrar,
Paying Agent or additional co-registrars or paying agents
not a party to this Indenture, which shall incorporate
the terms of the Trust Indenture Act and the provisions
of this Indenture that relate to such agent.  The Company
shall notify the Trustee of the name and address of any
such agent.  If the Company fails to maintain a Security
Exchange Agent/Registrar or Paying Agent, the Trustee
shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 607.  The
Company may act as Security Exchange Agent/Registrar or
Paying Agent.

     The Company hereby initially appoints the Trustee as
"Security Exchange Agent/Registrar" for the purpose of
registering Securities and transfers of Securities, and
for the purpose of exchanging Securities, and as Paying
Agent, all as herein provided.

     Upon surrender for registration of transfer of any
Security of any series at the office or agency in a Place
of Payment for that series, the Company shall execute,
and the Trustee or the Authenticating Agent shall
authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a
like aggregate principal amount and tenor.

     At the option of the Holder, any Security or
Securities of any series may be exchanged for other
Securities of the same series, of any authorized
denominations and of a like aggregate principal amount
and tenor, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company
shall execute, and upon receipt of a Company Order the
Trustee or the Authenticating Agent shall authenticate
and deliver, the Securities which the Holder making the
exchange is entitled to receive.

     All Securities issued upon any registration of
transfer or exchange of Securities as provided in this
Indenture shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or
exchange.

     Every Security presented or surrendered for
registration of transfer or for exchange shall (if so
required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security
Exchange Agent/Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

     No service charge shall be made to the Holder for
any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer
or exchange of Securities, other than exchanges pursuant
to Sections 304, 906 or 1107 not involving any transfer.

     The Company shall not be required (i) to issue,
register the transfer of or exchange Securities of any
series during a period beginning at the opening of
business 15 days before the day of the mailing of a
notice of redemption under Section 1104 and ending at the
close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in
part, provided that such Security shall be immediately
surrendered for redemption with written instructions for
payment consistent with the provisions of this Indenture.

     The provisions of this Section 305 are, with respect
to any Global Security, subject to Section 307 hereof.

SECTION 306.   Restricted Securities

     (a)  Transfer and Exchange.

          (i)  In General. Every Restricted Security
     shall be subject to the restrictions on transfer
     provided in the applicable legend(s) required to be
     set forth on the face of each Restricted Security
     pursuant to Section 201 or as provided pursuant to
     Section 301, unless such restrictions on transfer
     shall be waived or modified, in accordance with
     applicable laws, by the written consent of the
     Company.  Each of the Holder of each Restricted
     Security, by its acceptance thereof, agrees to be
     bound by such restrictions on transfer.

          (ii) Special Provisions Regarding Transfer of
     Restricted Securities.  Unless expressly provided
     otherwise in the Indenture, whenever any Restricted
     Definitive Security is presented or surrendered for
     registration of transfer, such Restricted Definitive
     Security must be accompanied by a certificate in
     substantially the form set forth in or contemplated
     by Section 313(b) (which may be attached to or set
     forth in the Restricted Definitive Security),
     appropriately completed, dated the date of such
     surrender and signed by the Holder of such
     Restricted Definitive Security, as to compliance
     with such restrictions on transfer, unless the
     Company shall have notified the Trustee that there
     is an effective registration statement under the
     Securities Act with respect to such Restricted
     Definitive Security.  Neither the Security Exchange
     Agent/Registrar nor any Transfer Agent shall be
     required to accept for such registration of transfer
     or exchange any Restricted Definitive Security not
     so accompanied by a properly completed certificate.

     (b)  Removal of Transfer Restrictions.

     Unless with respect to the whole or any portion of
any Restricted Security the Company determines otherwise
in accordance with applicable law, transfer restrictions
and any restrictive legend(s) with respect to Restricted
Securities of any series shall be removed by the Company
(i) in the case of Rule 144A Securities and Restricted
Definitive Securities, upon presentation of such Security
by the Holder at any time on or after the expiration of
the Holding Period, or (ii) in the case of Regulation S
Securities, upon presentation or such Security by the
Holder at any time on or after the expiration of the
Restricted  Period.  Thereafter, upon registration of
transfer of or exchange of such Securities, the Company
shall execute, and the Trustee shall authenticate and
deliver, an Unrestricted Security.

     Except as otherwise provided in the preceding
paragraph, if Securities are issued upon the registration
of transfer, exchange or replacement of Securities
bearing a legend or legends setting forth restrictions on
transfer, or if a request is made to remove such
legend(s) from a Security, the Securities so issued shall
bear such legend(s), or such legend(s) shall not be
removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence (which may include
an opinion, reasonably satisfactory to the Company, of
independent counsel experienced in matters of United
States securities law) as may be reasonably required by
the Company that neither such legend(s) nor the
restrictions on transfer set forth therein are required
to ensure that transfers thereof comply with the
provisions of Rule 144A or Rule 144 or Regulation S under
the Securities Act or that such Securities are not
"restricted securities" within the meaning of Rule 144
under the Securities Act.  Upon provision of such
satisfactory evidence to the Company, the Trustee, at the
direction of the Company, shall authenticate and deliver
a Security that does not bear such legend(s).  In the
absence of bad faith on its part, the Trustee may
conclusively rely upon such direction of the Company in
authenticating and delivering a Security that does not
bear such legend(s).

     As used in this Section 306, the term "transfer"
encompasses any sale, pledge or other transfer of any
Securities referred to herein.
     Notwithstanding anything else in this Indenture to
the contrary, after a transfer of any Initial Securities
or Private Exchange Securities during the period of the
effectiveness of a Shelf Registration Statement with
respect to such Initial Securities or Private Exchange
Securities, as the case may be, all requirements
pertaining to legends on such Initial Security or such
Private Exchange Security will cease to apply, the
requirements requiring that any such Initial Security or
such Private Exchange Security issued to certain Holders
be issued in global form will cease to apply, and a
certificated Initial Security or Private Exchange
Security without legends will be available to the
transferee of the Holder of such Initial Securities or
Private Exchange Securities or upon receipt of directions
to transfer such Holder's interest in the Global
Security, as applicable.

     Notwithstanding anything else in this Indenture to
the contrary, upon the consummation of a Registered
Exchange Offer with respect to the Initial Securities
pursuant to which Holders of such Initial Securities are
offered Exchange Securities in exchange for their Initial
Securities, all requirements pertaining to such Initial
Securities that Initial Securities issued to certain
Holders be issued in global form will cease to apply and
certificated Initial Securities with the restricted
securities legend set forth in Section 202 hereto will be
available to Holders of such Initial Securities that do
not exchange their Initial Securities and Exchange
Securities in certificated form will be available to
Holders that exchange such Initial Securities in such
Registered Exchange Offer.

     Notwithstanding anything else in this Indenture to
the contrary, upon the consummation of a Private Exchange
with respect to the Initial Securities pursuant to which
Holders of such Initial Securities are offered Private
Exchange Securities in exchange for their Initial
Securities, all requirements pertaining to such Initial
Securities that Initial Securities issued to certain
holders be issued in global form will still apply, and
Private Exchange Securities in global form with the
Restricted Securities Legend set forth in Section 202
hereto will be available to Holders that exchange such
Initial Securities in such Private Exchange.

SECTION 307.   Global Securities

     (a)  Form and Legend.

     If the Company shall establish pursuant to Section
301 that certain of the Securities of a particular series
are to be issued in the form of a Global Security, then
the Company shall execute and the Trustee shall, in
accordance with Section 303, authenticate and deliver, a
Global Security or Securities which (i) shall represent,
and shall be denominated in an aggregate amount equal to
the aggregate principal amount of, all of the Securities
of such series to be so represented, (ii) shall be
registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary
for such series or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to
the effect of the first two paragraphs of the form of
face of Security set forth in Section 202.

     (b)  Transfer and Exchange.

          (i)  Transfers of Global Notes as such.  Except
     as otherwise expressly provided in this Indenture or
     any supplement thereto, a Global Security
     representing all or a portion of the Securities of a
     series may not be transferred in global form, except
     as a whole (i) by the Depositary for such series to
     a nominee of such Depositary; (ii) by a nominee of
     such Depositary to such Depositary or another
     nominee of such Depositary; or (iii) by such
     Depositary or any such nominee to a successor
     Depositary for such series or a nominee of such
     successor Depositary.

          (ii) Exchanges of Globa1 Securities for
     Definitive Securities. A Global Security of a series
     shall be exchangeable, in whole but not in part, for
     definitive Securities of such series if (a) DTC
     notifies the Company and the Depositary that it is
     unwilling or unable to continue to hold book-entry
     interests in such Global Security or DTC at any time
     ceases to be a "clearing agency" registered as such
     under the Exchange Act, and, in either case, a
     successor is not appointed by the Company within 120
     days; (b) while a Global Security is a Restricted
     Security the book-entry interests in such Global
     Security cease to be eligible for DTC services
     because the Securities of such series are neither
     (i) rated in one of the top four categories by a
     nationally recognized statistical rating
     organization nor (ii) included within a
     Self-Regulatory Organization system approved by the
     Commission for the reporting of quotation and trade
     information of securities eligible for transfer
     pursuant to Rule 144A, such as the PORTAL system;
     (c) the Depositary for Securities of such series
     notifies the Company that it is unwilling or unable
     to continue as Depositary with respect to such
     Global Security and no successor is appointed within
     120 days; or (d) the Company in its sole discretion
     executes and delivers to the Trustee an Officers'
     Certificate providing that such Global Security
     shall be so exchangeable. Securities so issued in ex
     change for any such Global Security shall be of the
     same series, having the same interest rate, if any,
     and maturity and having the same terms as such
     Global Security, in authorized denominations and in
     the aggregate having the same principal amount as
     such Global Security and registered in such names as
     the Depositary for such Global Security shall direct
     based on the instructions of DTC. Upon such
     exchange, the surrendered Global Security shall be
     cancelled by the Trustee.

     A Global Security of a series shall be exchangeable,
in whole or in part, for definitive Registered Securities
of such series if there shall have occurred and be
continuing an Event of Default with respect to the
Securities of such series and the Holder, in such
circumstances, shall have requested in writing that all
or a part of the Global Security of such series be
exchanged for one or more Definitive Securities (an
"Optional Definitive Security Request").  Upon any such
surrender, (i) the Company shall execute and the Trustee
shall authenticate and deliver without charge to each
Person specified by DTC, in exchange for such Person's
beneficial interest in the Global Security, a new
Security or Securities of the same series in definitive
registered form having the same interest rate, if any,
and maturity and having the same terms as such Global
Security, in any authorized denomination requested by
such Person and of an aggregate principal amount equal to
such Person's beneficial interest in the Global Security;
and (ii) if the Global Security is being exchanged (x) as
a whole, then the surrendered Global Security shall be
cancelled by the Trustee, or (y) in part, then the
principal amount of the surrendered Global Security shall
be reduced by an endorsement on Schedule A thereto in the
appropriate amount.

     Unless otherwise provided pursuant to a Board
Resolution, Officers' Certificate or supplemental
indenture in accordance with Section 301, Definitive
Securities issued in exchange for a Global Security
pursuant to this Section 307(b)(ii) shall be issued only
in registered form and shall be registered in such names
and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from
DTC and its Participants or Indirect Participants or
otherwise, shall instruct the Trustee.  The Trustee shall
deliver such Securities to the Persons in whose names
such Securities are so registered.

     (c)  Beneficial Interests.

     Subject to Section 306 and Section 307, beneficial
interests in a Global Security may be transferred in any
manner consistent with the Applicable Procedures.

     (d)  Special Provisions Regarding Transfer of
          Beneficial Interests in a Regulation S Global
          Security.

     The transfer of beneficial interests in a Regulation
S Global Security shall be effected in a manner not
inconsistent with the following provisions:

          (i)  Transfer Through a Rule 144A Global
     Security.  If the holder of a beneficial interest in
     a Regulation S Global Security wishes at any time to
     transfer such interest to a Person who wishes to
     take delivery thereof in the form of a beneficial
     interest in a Rule 144A Global Security, such
     transfer may be effected, subject to the Applicable
     Procedures, only in accordance with this Section
     307(d)(i).  Upon receipt by the Depositary of the
     instructions, order and certificate set forth below,
     the Depositary shall promptly forward the same to
     the Security Exchange Agent/Registrar at the
     Corporate Trust Office. Upon receipt by the Security
     Exchange Agent/Registrar from the Depositary at the
     Corporate Trust Office of (1) written instructions
     given in accordance with the Applicable Procedures
     from a Participant directing the Depositary to cause
     to be credited to a specified Participant's account
     a beneficial interest in the Rule 144A Global
     Security equal to that of the beneficial interest in
     the Regulation S Global Security to be so
     transferred, (2) a written order given in accordance
     with the Applicable Procedures containing
     information regarding the account of the Participant
     to be credited with, and the account of the
     Participant held for Euroclear or Cedel (as the case
     may be) to be debited for, such beneficial interest,
     and (3) a certificate substantially in the form set
     forth in or contemplated by Section 313(a) given by
     the transferor of such beneficial interest, the
     Security Exchange Agent/Registrar, shall (A) reduce
     the principal amount of the Regulation S Global
     Security, and increase the principal amount of the
     Rule 144A Global Security, in each case by an amount
     equal to the principal amount of the beneficial
     interest in the Regulation S Global Security to be
     so transferred, as evidenced by appropriate
     endorsements on Schedule A of the respective Global
     Securities and (B) instruct the Depositary, which
     shall instruct DTC (x) to make corresponding
     reductions and increases in the amounts represented
     by the respective Global Securities and (y) to cause
     to be credited to the account of the Person
     specified in such instructions a beneficial interest
     in the Rule 144A Global Security having a principal
     amount equal to the amount by which the principal
     amount of the Regulation S Global Security was
     reduced upon such transfer.

          Delivery of a beneficial interest in the
     Regulation S Global Security of any series may not
     be taken in the form of a beneficial interest in the
     Rule 144A Global Security if immediately prior to
     the contemplated transfer no Rule 144A Global
     Security of the same series is then Outstanding.

          (ii) Interests in Regulation S Global Security
     Initially to be Held Through Euroclear or Cedel.
     Until the termination of the Restricted Period with
     respect to Securities of a series, beneficial
     interests in a Regulation S Global Security of such
     series may be held only through Participants acting
     for and on behalf of Euroclear and Cedel; provided
     that this Section 307(d)(ii) shall not prohibit any
     transfer otherwise permissible under Section
     307(d)(i).

          (iii)     Transfer Through Restricted
     Definitive Security.  If the holder of a beneficial
     interest in a Regulation S Global Security wishes at
     any time to transfer such interest to a Person who
     wishes to take delivery thereof in the form of a
     Restricted Definitive Security, such transfer may be
     effected, subject to the Applicable Procedures, only
     in accordance with this Section 307(d)(iii).  Upon
     receipt by the Depositary of the instructions and
     certificate set forth below, the Depositary shall
     promptly forward the same to the Security Exchange
     Agent/Registrar at the Corporate Trust Office.  Upon
     receipt by the Security Exchange Agent/Registrar
     from the Depositary at the Corporate Trust Office of
     (1) written instructions given in accordance with
     the Applicable Procedures from a Participant
     directing the Depositary to cause to be issued a
     Restricted Definitive Security to such Person in a
     principal amount equal to that of the beneficial
     interest in the Global Security to be so transferred
     and (2) a certificate substantially in the form set
     forth in or contemplated by Section 313(e) given by
     the transferor of such beneficial interest, the
     Security Exchange Agent/Registrar, shall (A) reduce
     the principal amount of the Regulation S Global
     Security by an amount equal to the principal amount
     of the beneficial interest in the Regulation S
     Global Security to be so transferred, as evidenced
     by appropriate endorsement on Schedule A of the
     Regulation S Global Security and (B) cause to be
     issued a Restricted Definitive Security to such
     Person in a principal amount equal to the amount by
     which the principal amount of the Regulation S
     Global Security was reduced upon such transfer.

     

(e)  Special Provisions Regarding Transfer of Beneficial
     Interests in a Rule 144A Global Security.

     The transfer of beneficial interests in a Rule 144A
Global Security shall be effected in a manner not
inconsistent with the following provisions:

          (i)  Transfer Through a Regulation S Global
     Security.  If the holder of a beneficial interest in
     a Rule 144A Global Security wishes at any time to
     transfer such interest to a Person who wishes to
     take delivery thereof in the form of a beneficial
     interest in a Regulation S Global Security, such
     transfer may be effected, subject to the Applicable
     Procedures, only in accordance with this Section
     307(e)(i).  Upon receipt by the Depositary of the
     instructions, order and certificate set forth below,
     the Depositary shall promptly forward the same to
     the Security Exchange Agent/Registrar at the
     Corporate Trust Office.  Upon receipt by the
     Security Exchange Agent/Registrar from the
     Depositary at the Corporate Trust Office of (1)
     written instructions given in accordance with the
     Applicable Procedures from a Participant directing
     the Depositary to cause to be credited to a
     specified Participant's account a beneficial
     interest in the Regulation S Global Security equal
     to that of the beneficial interest in the Rule 144A
     Global Security to be so transferred, (2) a written
     order given in accordance with the Applicable
     Procedures containing information regarding the
     account of the Participant held for Euroclear or
     Cedel (as the case may be) to be credited with, and
     the account of the Participant to be debited for,
     such beneficial interest, and (3) a certificate
     substantially in the form set forth in or
     contemplated by Section 313(c) given by the
     transferor of such beneficial interest, the Security
     Exchange Agent/Registrar, shall (A) reduce the
     principal amount of the Rule 144A Global Security,
     and increase the principal amount of the Regulation
     S Global Security, in each case by an amount equal
     to the principal amount of the beneficial interest
     in the Rule 144A Global Security to be so
     transferred, as evidenced by appropriate
     endorsements on Schedule A of the respective Global
     Securities and (B) instruct the Depositary, which
     shall instruct DTC (x) to make corresponding
     reductions and increases to the amounts represented
     by the respective Global Securities and (y) to cause
     to be credited to the account of the Person
     specified in such instructions a beneficial interest
     in the Regulation S Global Security having a
     principal amount equal to the amount by which the
     principal amount of the Rule 144A Global Security
     was reduced upon such transfer.

          Delivery of a beneficial interest in the Rule
     144A Global Security of any series may not be taken
     in the form of a beneficial interest in the Regula
     tion S Global Security if immediately prior to the
     contemplated transfer no Regulation S Global
     Security of the same series is then Outstanding.

          (ii) Transfer Through an Unrestricted Global
     Security.  If the holder of a beneficial interest in
     a Rule 144A Global Security wishes at any time to
     transfer such interest to a Person who wishes to
     take delivery thereof in the form of a beneficial
     interest in an Unrestricted Global Security, such
     transfer may be effected, subject to the Applicable
     Procedures, only in accordance with this Section
     307(e)(ii).  Upon receipt by the Depositary of the
     instructions, order and certificate set forth below,
     the Depositary shall promptly forward the same to
     the Security Exchange Agent/Registrar at the
     Corporate Trust Office.  Upon receipt by the
     Security Exchange Agent/Registrar from the
     Depositary at the Corporate Trust Office of (1)
     written instructions given in accordance with the
     Applicable Procedures from a Participant directing
     the Depositary to cause to be credited to a
     specified Participant's account a beneficial
     interest in the Unrestricted Global Security equal
     to that of the beneficial interest in the Rule 144A
     Global Security to be so transferred, (2) a written
     order given in accordance with the Applicable
     Procedures containing information regarding the
     account of the Participant (and, in the case of any
     such transfer pursuant to Regulation S, the
     Euroclear or Cedel account for which such
     Participant's account is held) to be credited with,
     and the account of the Participant to be debited
     for, such beneficial interest, and (3) a certificate
     substantially in the form set forth in or contem
     plated by Section 313(d) given by the transferor of
     such beneficial interest, the Security Exchange
     Agent/Registrar, shall (A) reduce the principal
     amount of the Rule 144A Global Security, and
     increase the principal amount of the Unrestricted
     Global Security, in each case by an amount equal to
     the principal amount of the beneficial interest in
     the Rule 144A Global Security to be so transferred,
     as evidenced by appropriate endorsements on Schedule
     A of the respective Global Securities and (B)
     instruct the Depositary, which shall instruct DTC
     (x) to make corresponding reductions and increases
     to the transferor's beneficial interests in the
     respective Global Securities and (y) to cause to be
     credited to the account of the Person specified in
     such instructions a beneficial interest in the
     Unrestricted Global Security having a principal
     amount equal to the amount by which the principal
     amount of the Rule 144A Global Security was reduced
     upon such transfer.

          (iii)     Transfer Through Restricted
     Definitive Security.  If the holder of a beneficial
     interest in a Rule 144A Global Security wishes at
     any time to transfer such interest to a Person who
     wishes to take delivery thereof in the form of a
     Restricted Definitive Security, such transfer may be
     effected, subject to the Applicable Procedures, only
     in accordance with this Section 307(e)(iii).  Upon
     receipt by the Depositary of the instructions and
     certificate set forth below, the Depositary shall
     promptly forward the same to the Security Exchange
     Agent/Registrar at the Corporate Trust Office.  Upon
     receipt by the Security Exchange Agent/Registrar
     from the Depositary at the Corporate Trust Office of
     (1) written instructions given in accordance with
     the Applicable Procedures from a Participant
     directing the Depositary to cause to be issued a
     Restricted Definitive Security to such Person in a
     principal amount equal to that of the beneficial
     interest in the Rule 144A Global Security to be so
     transferred and (2) a certificate substantially in
     the form set forth in or contemplated by Section
     313(f) given by the transferor of such beneficial
     interest, the Security Exchange Agent/Registrar,
     shall (A) reduce the principal amount of the Rule
     144A Global Security by an amount equal to the
     principal amount of the beneficial interest in the
     Rule 144A Global Security to be so transferred, as
     evidenced by appropriate endorsement on Schedule A
     of the Rule 144A Global Security and cause to be
     issued a Restricted Definitive Security to such
     Person in a principal amount equal to the amount by
     which the principal amount of the Rule 144A Global
     Security was reduced upon such transfer and (B)
     instruct the Depositary, which shall instruct DTC to
     make a corresponding reduction to the transferor's
     beneficial interest in the Rule 144A Global
     Security.

     (f)  Special Provisions Regarding Transfer of
          Restricted Definitive Securities.

     The transfer of Definitive Securities shall be
effected in a manner not inconsistent with the following
provisions:

          (i)  Transfer Through Regulation S Security.
     If the holder of a Restricted Definitive Security
     wishes at any time to transfer such interest to a
     Person who wishes to take delivery thereof in the
     form of a beneficial interest in a Regulation S
     Global Security, such transfer may be effected,
     subject to the Applicable Procedures, only in
     accordance with this Section 307(f)(i).  Upon
     receipt by the Security Exchange Agent/Registrar at
     the Corporate Trust Office of (1) written
     instructions from the transferor directing it to
     cause the Depositary to cause to be credited to such
     Person a beneficial interest in the Regulation S
     Global Security in a principal amount equal to that
     of the Restricted Definitive Security to be so
     transferred and (2) a certificate substantially in
     the form set forth in or contemplated by Section
     313(b) given by the transferor of such Restricted
     Definitive Security, the Security Exchange
     Agent/Registrar, shall (A) increase the principal
     amount of the Regulation S Global Security by an
     amount equal to the principal amount of the
     beneficial interest in the Regulation S Global
     Security to be received by such Person, as evidenced
     by appropriate endorsement on Schedule A of the
     Regulation S Global Security and cancel such
     Restricted Definitive Security and (B) instruct the
     Depositary, which shall instruct DTC (x) to make
     corresponding increases in the amount represented by
     the Regulation S Global Security and (y) to cause to
     be credited to the account of the Person specified
     in such instructions a beneficial interest in the
     Regulation S Global Security having a principal
     amount equal to the principal amount of the
     Restricted Definitive Security that was cancelled.

          (ii) Transfer Through Rule 144A Global
     Security.  If the holder of a Restricted Definitive
     Security wishes at any time to transfer such
     interest to a Person who wishes to take delivery
     thereof in the form of a beneficial interest in the
     Rule 144A Global Security, such transfer may be
     effected, subject to the Applicable Procedures, only
     in accordance with this Section 307(f)(ii).  Upon
     receipt by the Security Exchange Agent/Registrar at
     the Corporate Trust Office of (1) written
     instructions from the transferor directing it to
     cause the Depositary to cause to be credited to such
     Person a beneficial interest in the Rule 144A Global
     Security in a principal amount equal to that of the
     Restricted Definitive Security to be so transferred
     and (2) a certificate substantially in the form set
     forth in or contemplated by Section 313(b) given by
     the transferor of such Restricted Definitive
     Security, the Security Exchange Agent/Registrar,
     shall (A) increase the principal amount of the Rule
     144A Global Security by an amount equal to the
     principal amount of the beneficial interest in the
     Rule 144A Global Security to be received by such
     Person, as evidenced by appropriate endorsement on
     Schedule A of the Rule 144A Global Security and
     cancel such Restricted Definitive Security and (B)
     instruct the Depositary, which shall instruct DTC
     (x) to make corresponding increases in the amount
     represented by the Rule 144A Global Security and (y)
     to cause to be credited to the account of the Person
     specified in such instructions a beneficial interest
     in the Rule 144A Global Security having a principal
     amount equal to the principal amount of the
     Restricted Definitive Security that was cancelled.

          (iii)     Transfer Through Unrestricted Global
     Security.  If the holder of a Restricted Definitive
     Security wishes at any time to transfer such
     interest to a Person who wishes to take delivery
     thereof in the form of a beneficial interest in the
     Unrestricted Global Security, such transfer may be
     effected, subject to the Applicable Procedures, only
     in accordance with this Section 307(f)(iii).  Upon
     receipt by the Security Exchange Agent/Registrar at
     the Corporate Trust Office of (1) written
     instructions from the transferor directing it to
     cause the Depositary to cause to be credited to such
     Person a beneficial interest in the Unrestricted
     Global Security in a principal amount equal to that
     of the Restricted Definitive Security to be so
     transferred and (2) a certificate substantially in
     the form set forth in or contemplated by Section
     313(b) given by the transferor of such Restricted
     Definitive Security, the Security Exchange
     Agent/Registrar, shall (A) increase the principal
     amount of the Unrestricted Global Security by an
     amount equal to the principal amount of the
     beneficial interest in the Unrestricted Global
     Security to be received by such Person, as evidenced
     by appropriate endorsement on Schedule A of the
     Unrestricted Global Security and cancel such
     Definitive Security and (B) instruct the Depositary,
     which shall instruct DTC (x) to make corresponding
     increases in the amount represented by the Rule 144A
     Global Security and (y) to cause to be credited to
     the account of the Person specified in such
     instructions a beneficial interest in the
     Unrestricted Global Security having a principal
     amount equal to the principal amount of the
     Restricted Definitive Security that was cancelled.

          (iv) Transfer Through Restricted Definitive
     Security.  If the holder of a Restricted Definitive
     Security wishes at any time to transfer such
     interest to a Person who wishes to take delivery
     thereof in the form of another Restrictive
     Definitive Security, such transfer may be effected,
     subject to the Applicable Procedures, only in
     accordance with this Section 307(f)(iv).  Upon
     receipt by the Depositary of the instructions and
     certificate set forth below, the Depositary shall
     promptly forward the same to the Security Exchange
     Agent/Registrar at the Corporate Trust Office.  Upon
     receipt by the Security Exchange Agent/Registrar
     from the Depositary at the Corporate Trust Office of
     a certificate substantially in the form set forth in
     or contemplated by Section 313(b) given by the
     transferor of such Restricted Definitive Security,
     the Security Exchange Agent/Registrar, shall
     register the transfer of such Restricted Definitive
     Securities.

SECTION 308.   Mutilated, Destroyed, Lost and Stolen
Securities

     If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and
principal amount and bearing a number not
contemporaneously outstanding.

     If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such
Security or indemnity as may be required by them to save
each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and upon its
written request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like
tenor and principal amount and bearing a number not
contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or
stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security, in each such
case without premium or penalty.

     Upon the issuance of any new Security under this
Section 308, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee)
connected therewith.

     Every new Security of any series issued pursuant to
this Section 308 in exchange for any mutilated Security
or in lieu of any destroyed, lost or stolen Security
shall constitute an original additional contractual
obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly
issued hereunder.

     The provisions of this Section 308 are exclusive and
shall preclude (to the extent lawful) all other Rights
and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

SECTION 309.   Payment of Interest; Interest Rights
Reserved

     Except as may otherwise be established as
contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable and
is punctually paid or duly provided for on any Interest
Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record
Date for such interest.

     Payment of interest, if any, in respect of any
Security will be made by check mailed to the address of
the Person entitled thereto at such person's address
appearing in the Security Register.  Payment of interest,
if any, in respect of any Security may also be made, in
the case of a Holder of at least U.S. $1,000,000
aggregate principal amount of Securities, and payment of
interest, if any, in respect of a Permanent Global
Security shall be made, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the
United States; provided that such Holder elects payment
by wire transfer by giving written notice to the Trustee
or a Paying Agent to such effect designating such account
no later than 15 days immediately preceding the relevant
due date for payment (or such other date as the Trustee
may accept in its discretion).

     Any interest on any Security of any series which is
payable but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the
Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in
each case, as provided in Clause (1) or (2) below:

     (1)  The Company may elect to make payment of any
     Defaulted Interest to the Persons in whose names the
     Securities of such series (or their respective
     Predecessor Securities) are registered at the close
     of business on a Special Record Date for the payment
     of such Defaulted Interest, which shall be fixed in
     the following manner.  The Company shall notify the
     Trustee in writing of the amount of Defaulted
     Interest proposed to be paid on each Security of
     such series and the date of the proposed payment,
     and at the same time the Company shall deposit with
     the Trustee an amount of money equal to the aggre
     gate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior
     to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the
     Persons entitled to such Defaulted Interest as in
     this clause provided.  Thereupon the Trustee shall
     fix a Special Record Date for the payment of such
     Defaulted Interest which shall be not more than 15
     days and not less than 10 days prior to the date of
     the proposed payment and not less than 10 days after
     the receipt by the Trustee of the notice of the
     proposed payment.  Unless the Trustee is acting as
     the Security Exchange Agent/Registrar, promptly
     after such Special Record Date, the Company shall
     furnish the Trustee with a list, or shall make
     arrangements satisfactory to the Trustee with
     respect thereto, of the names and addresses of, and
     respective principal amounts of such Securities held
     by, the Holders appearing on the Security Register
     at the close of business on such Special Record
     Date. The Trustee shall promptly notify the Company
     of such Special Record Date and, in the name and at
     the expense of the Company, shall cause notice of
     the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder of
     Securities of such series at his address as it
     appears in the Security Register, not less than 10
     days prior to such Special Record Date.  Notice of
     the proposed payment of such Defaulted Interest and
     the Special Record Date therefor having been so
     mailed, such Defaulted Interest shall be paid to the
     Persons in whose names the Securities of such series
     (or their respective Predecessor Securities) are
     registered at the close of business on such Special
     Record Date and shall no longer be payable pursuant
     to the following clause (2).

     (2)  The Company may make payment of any Defaulted
     Interest on the Securities of any series in any
     other lawful manner not inconsistent with the
     requirements of any Securities exchange on which
     such Securities may be listed, and upon such notice
     as may be required by such exchange.

     Subject to the foregoing provisions of this Section
309, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu
of any other Security, shall carry the Rights to interest
accrued and unpaid, and to accrue, which were carried by
such other Security.

SECTION 310.   Persons Deemed Owners

     Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the
owner of such Security for the purpose of receiving
payment of principal of (and premium, if any) and
(subject to Section 309) interest, if any, on such
Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. All such
payments so made to any such person, or upon such
person's order, shall be valid, and, to the extent of the
sums so paid, effectual to satisfy and discharge the
liability for monies payable upon any such Security.

     Holders of beneficial interests in a Global Security
of any series will not be entitled to receive
certificates therefor, except in the limited
circumstances set forth in Section 307(b)(ii).  No holder
of any beneficial interest in a Global Security shall
have any rights under this Indenture with respect to such
Global Security.

     The Trustee shall not deem requests or directions
from, or votes by, the Depositary for a Global Security
of any series to be inconsistent if made on behalf of
different holders of beneficial interests.

SECTION 311.   Cancellation

     All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee
(or to any Person for delivery to the Trustee) for
cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and
all Securities so delivered shall be promptly cancelled
by the Trustee.  No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as
provided in this Section 311, except as expressly
permitted by this Indenture.  All cancelled Securities
held by the Trustee shall be returned to the Company upon
written request.

SECTION 312.   Computation of Interest

     Except as otherwise specified as contemplated by
Section 301 for Securities of any series, interest, if
any, on the Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.

SECTION 313.   Certification Form

     (a)  Except as otherwise specified as contemplated
by Section 301 for Securities of any series, whenever any
certification is to be given by an owner of a beneficial
interest in a Regulation S Global Security pursuant to
Section 307(d)(i) of this Indenture, in connection with
the transfer of a beneficial interest therein to a Person
who wishes to take delivery thereof in the form of a
beneficial interest in a Rule 144A Global Security, such
certification shall be provided substantially in the form
of the following certificate (which may be attached to or
set forth on the Security), including or omitting
bracketed language as appropriate, but otherwise with
only such changes as may be approved in writing by the
Company:


              FORM OF TRANSFER CERTIFICATE
       FOR TRANSFER OR EXCHANGE FROM REGULATION S
      GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY
  (Transfers Pursuant to '307(d)(i) of the Indenture)

IBJ Whitehall Bank & Trust Company,
  as Trustee

One State Street
New York, New York  10004

     Re : MIDAMERICAN FUNDING, LLC's [Title of
          Securities]

     Reference is hereby made to the Indenture, dated as
of March __, 1999 (the "Indenture"), between MIDAMERICAN
FUNDING, LLC and IBJ Whitehall Bank & Trust Company, as
Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     This letter relates to U.S. $
principal amount of Securities which are evidenced by one
or more Regulation S Global Securities in fully
registered form (ISIN No. _____) and held with the
Depositary by means of a book-entry interest through
[Euroclear] [Cedel] in the name of [insert name of
transferor] (the "Transferor").] The Transferor has
requested a transfer of such beneficial interest in the
Regulation S Global Security to a Person that will take
delivery thereof (the "Transferee") in the form of any
equal principal amount of Securities evidenced by one or
more Rule 144A Global Securities (CUSIP No.   ).

     In connection with such request and in respect of
such Securities, the Transferor does hereby certify that
the interests in the Regulation S Global Security are
being transferred pursuant to and in accordance with Rule
144A under the Securities Act of 1933, and, accordingly,
the Transferor does hereby further certify that the
interests in the Regulation S Global Security are being
transferred to a Person that the Transferor reasonably
believes is purchasing the Securities for its own
account, or for one or more accounts with respect to
which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A, in
each case in a transaction meeting the requirements of
Rule 144A and in accordance with any applicable
securities laws of any state of the United States.

     This certificate and the statements contained herein
are made for your benefit and the benefit of the Company
and the underwriters and initial purchasers of the
Securities being transferred.

                    [Insert Name of Transferor]


                    By:
                          Name:
                          Title:

Dated:

cc:  MIDAMERICAN FUNDING, LLC

Signature Guaranty:_____________________

     Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Security Exchange Agent/Registrar, which requirements
include membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


     (b)  Except as otherwise specified as contemplated
by Section 301 for Securities of any series, whenever any
certification is to be given by a Holder of a Security
pursuant to Section 306(a)(ii), 307(b)(ii) and 307(f) of
this Indenture in connection with the transfer or
exchange of a Restricted Definitive Security, such
certification shall be provided substantially in the form
of the following certificate (which may be attached to or
set forth on the Security), including or omitting
bracketed language as appropriate, but otherwise with
only such changes as may be approved in writing by the
Company:


              FORM OF TRANSFER CERTIFICATE
   FOR TRANSFER AND EXCHANGE OF RESTRICTED DEFINITIVE
                       SECURITIES
(Transfers Pursuant to '306(a)(ii), 307(b)(ii) and '307(
f)
                   of the Indenture)

IBJ Whitehall Bank & Trust Company,
as Trustee
One State Street
New York, New York  10004

     Re:  MIDAMERICAN FUNDING, LLC's [Title of
          Securities]


     Reference is hereby made to the Indenture, dated as
of March __, 1999 (the "Indenture"), between MIDAMERICAN
FUNDING, LLC and IBJ Whitehall Bank & Trust Company, as
Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     This letter relates to U.S. $________________
principal amount of Securities presented or surrendered
on the date hereof (the "Surrendered Securities") which
are registered in the name of [insert name of transferor]
(the "Transferor").  The Transferor has requested a
transfer of such Surrendered Securities registered in the
name of a Person (the "Transferee") other than the
Transferor (each such transaction being referred to
herein as a "transfer").

     In connection with such request and in respect of
such Surrendered Securities, the Transferor does hereby
certify that:

                      [CHECK ONE]

9          (1) the Surrendered Securities are being
          transferred to the Company or an Affiliate
          thereof;

9          (2) the Surrendered Securities are being
          transferred pursuant to and in accordance with
          Rule 144A under the Securities Act of 1933 (the
          "Securities Act") and, accordingly, the
          Transferor does hereby further certify that the
          Surrendered Securities are being transferred to
          a Person that the Transferor reasonably
          believes is purchasing the Surrendered
          Securities for its own account, or for one or
          more accounts with respect to which such Person
          exercises sole investment discretion, and such
          Person and each such account is a "qualified
          institutional buyer" within the meaning of Rule
          144A, in each case in a transaction meeting the
          requirements of Rule 144A and in accordance
          with any applicable securities laws of any
          state of the United States;

9          (3) the Surrendered Securities are being
          transferred to a Person that the Transferor
          reasonably believes is purchasing the
          Surrendered Securities for its own account or
          for one or more accounts with respect to which
          such Person exercise sole investment
          discretion, and such Person and each such
          account is an institutional "accredited
          investor" as described in Rule 501(a)(1), (2),
          (3) or (7) under the Securities Act and is
          purchasing such Surrendered Securities for
          investment purposes and not with a view to, or
          for offer or sale in connection with, any
          distribution in violation of the Securities Act
          in a transaction in accordance with any
          applicable securities laws of the United States
          or any state thereof.

                           or

9         (4)  the Surrendered Securities are being
          transferred pursuant to and in accordance with
          Regulation S and:

          (A)  the offer of the Surrendered Securities
               was not made to a Person in the United
               States;

           (B) either:
                     (i) at the time the buy order was
                         originated, the transferee was
                         outside the United States or the
                         Transferor and any Person acting
                         on its behalf  reasonably
                         believed that the transferee was
                         outside the United States, or

                     (ii)     the transaction was
                         executed in, on or through the
                         facilities of a designated
                         offshore securities market and
                         neither the Transferor nor any
                         Person acting  on its behalf
                         knows that the transaction was
                         prearranged with a buyer in the
                         United States;

           (C) no directed selling efforts have been made
               in contravention of the requirements of
               Rule 903(b) or 904(b) of Regulation S, as
               applicable; and

          (D)  the transaction is not part of a plan or
               scheme to evade the registration
               requirements of the Securities Act;
                           or

9         (5)  the Surrendered Securities are being
          transferred in a transaction  permitted by Rule
          144.

     This certificate and the statements contained herein
are made for your benefit and the benefit of the Company
and the underwriters and initial purchasers of the
Securities being transferred.
                         [Insert Name of Transferor]


                         By:
                               Name:
                              Title:

Dated:

cc:  MIDAMERICAN FUNDING, LLC

Signature Guaranty:_____________________
     Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Security Exchange Agent/Registrar, which requirements
include membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     (c)  Except as otherwise specified as contemplated
by Section 301 for Securities of any series, whenever any
certification is to be given by an owner of a beneficial
interest in a Rule 144A Global Security pursuant to
Section 307(e)(i) of this Indenture in connection with
the transfer of a beneficial interest therein to a Person
who wishes to take delivery thereof in the form of a
beneficial interest in a Regulation S Global Security,
such certification shall be provided substantially in the
form of the following certificate (which may be attached
to or set forth on the Security), with only such changes
as shall be approved in writing by the Company.


              FORM OF TRANSFER CERTIFICATE
     FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
        SECURITY TO REGULATION S GLOBAL SECURITY
           (Transfers pursuant to ' 307(e)(i)
                   of the Indenture)

IBJ Whitehall Bank & Trust Company,
  as Trustee

One State Street
New York, New York  10004


     Re:  MIDAMERICAN FUNDING, LLC's [Title of
          Securities]

     Reference is hereby made to the Indenture, dated as
of March __, 1999 (the "Indenture"), between MIDAMERICAN
FUNDING, LLC and IBJ Whitehall Bank & Trust Company, as
Trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     This letter relates to US$          principal amount
of Securities which are evidenced by one or more Rule
144A Global Securities (CUSIP No.       ) and held
through DTC in the name of [insert name of transferor]
(the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Securities to
a non-US Person who will take delivery thereof in the
form of an equal principal amount of Securities evidenced
by one or more Regulation S Global Securities (CUSIP No.
), which amount, immediately after such transfer, is to
be held with DTC through Euroclear or Cedel or both
(Common Code        ).

     In connection with such request and in respect of
such Securities, the Transferor does hereby certify that
such transfer has been effected pursuant to and in
accordance with Rule 903 or Rule 904 under the United
States Securities Act of 1933, as amended (the
"Securities Act"), and accordingly the Transferor does
hereby further certify that:

     (1)  the offer of the Securities was not made to a
          person in the United States;

     (2)  either:

          (A)  at the time the buy order was originated,
     the transferee was outside the United States or the
     Transferor and any Person acting on its behalf
     reasonably believed that the transferee was outside
     the United States, or

          (B)  the transaction was executed in, on or
     through the facilities of a designated offshore
     securities market and neither the Transferor nor any
     Person acting on its behalf knows that the
     transaction was pre-arranged with a buyer in the
     United States;

     (3)  no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or
904(b) of Regulation S, as applicable;

     (4)  the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities
Act; and

     (5)  upon completion of the transaction, the
beneficial interest being transferred as described above
is to be held with DTC through Euroclear or Cedel or both
(Common Code        ).


     This certificate and the statements contained herein
are made for your benefit and the benefit of the Company
and the underwriters or initial purchasers, if any, of
the initial offering of such Securities being
transferred.  Terms used in this certificate and not
otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

                         [Insert Name of Transferor]

                         By:
                              Name:
                              Title:

 Dated:

cc:  MIDAMERICAN FUNDING, LLC

Signature Guaranty:____________________


     Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Security Exchange Agent/Registrar, which requirements
include membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     (d)  Except as otherwise specified as contemplated
by Section 301 for Securities of any series, whenever any
certification is to be given by an owner of a beneficial
interest in a Rule 144A Global Security pursuant to
Section 307(e)(ii) of this Indenture in connection with
the transfer of a beneficial interest in the Rule 144A
Global Security to a Person who wishes to take delivery
thereof in the form of a beneficial interest in an
Unrestricted Global Security, such certification shall be
provided substantially in the form of the following
certificate, with only such changes as shall be approved
in writing by the Company.


              FORM OF TRANSFER CERTIFICATE
     FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
        SECURITY TO UNRESTRICTED GLOBAL SECURITY
          (Transfers pursuant to ' 307(e)(ii)
                   of the Indenture)

IBJ Whitehall Bank & Trust Company,
  as Trustee

One State Street
New York, New York  10004


     Re:  MIDAMERICAN FUNDING, LLC's [Title of
          Securities]

     Reference is hereby made to the Indenture, dated as
of March __, 1999 (the "Indenture"), between MIDAMERICAN
FUNDING, LLC and IBJ Whitehall Bank & Trust Company,  as
Trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     This letter relates to US$
principal amount of Securities which are evidenced by one
or more Rule 144A Global Securities (CUSIP No.         )
and held through DTC in the name of [insert name of
transferor] (the "Transferor").  The Transferor has
requested a transfer of such beneficial interest in the
Securities to a Person who will take delivery thereof in
the form of an equal principal amount of Securities
evidenced by one or more Unrestricted Global Securities
(CUSIP No.          ).

     In connection with such request and in respect of
such Securities, the Transferor does hereby certify that
such transfer has been effected pursuant to and in
accordance with either Rule 903, Rule 904 or Rule 144
under the United States Securities Act of 1933, as
amended (the "Securities Act"), and accordingly the
Transferor does hereby further certify that:

          (1)  if the transfer has been effected pursuant
     to Rule 903 or Rule 904:

               (A)  the offer of the Securities was not
          made to a Person in the United States;

               (B)  either:

                    (i)  at the time the buy order was
               originated, the transferee was outside the
               United States or the Transferor and any
               Person acting on its behalf reasonably
               believed that the transferee was outside
               the United States, or

                    (ii) the transaction was executed in,
               on or through the facilities of a
               designated offshore securities market and
               neither the Transferor nor any Person
               acting on its behalf knows that the
               transaction was pre-arranged with a buyer
               in the United States;

               (C)  no directed selling efforts have been
          made in contravention of the requirements of
          Rule 903(b) or 904(b) of Regulation S, as
          applicable; and

               (D)  the transaction is not part of a plan
          or scheme to evade the registration
          requirements of the Securities Act; or

          (2)  if the transfer has been effected pursuant
     to Rule 144, the Securities have been transferred in
     a transaction permitted by Rule 144.

     This certificate and the statements contained herein
are made for your benefit and the benefit of the Company
and the underwriters and initial purchasers, if any, of
the Securities being transferred.  Terms used in this
certificate and not otherwise
     
defined in the Indenture have the meanings set forth in
Regulation S under the Securities Act.

                         [Insert Name of Transferor]


                         By:
                               Name:
                               Title:

 Dated:

cc:  MIDAMERICAN FUNDING, LLC

     Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Security Exchange Agent/Registrar, which requirements
include membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     (e)  Except as otherwise specified as contemplated
by Section 301 for Securities of any series, whenever any
certification is to be given by an owner of a beneficial
interest in a Regulation S Global Security pursuant to
Section 307(d)(iii) of this Indenture, in connection with
the transfer of a beneficial interest therein to a Person
who wishes to take delivery thereof in the form of a
Definitive Restricted Security, such certification shall
be provided substantially in the form of the following
certificate (which may be attached to or set forth on the
Security), including or omitting bracketed language as
appropriate, but otherwise with only such changes as may
be approved in writing by the Company:


            FORM OF TRANSFER CERTIFICATE FOR
     TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL
       SECURITY TO RESTRICTED DEFINITIVE SECURITY
 (Transfers Pursuant to '307(d)(iii) of the Indenture)

IBJ Whitehall Bank & Trust Company,
  as Trustee

One State Street
New York, New York  10004

     Re : MIDAMERICAN FUNDING, LLC's [Title of
          Securities]

     Reference is hereby made to the Indenture, dated as
of March __, 1999 (the "Indenture"), between MIDAMERICAN
FUNDING, LLC and IBJ Whitehall Bank & Trust Company, as
Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     This letter relates to U.S. $
principal amount of Securities which are evidenced by one
or more Regulation S Global Securities in fully
registered form (ISIN No. _____) and held with the
Depositary by means of a book-entry interest through
[Euroclear] [Cedel] in the name of [insert name of
transferor] (the "Transferor").] The Transferor has
requested a transfer of such beneficial interest in the
Regulation S Global Security to a Person that will take
delivery thereof (the "Transferee") in the form of an
equal principal amount of Securities evidenced by a
Definitive Restricted Security.

     In connection with such request and in respect of
such Securities, the Transferor does hereby certify that
the interests in the Regulation S Global Security are
being transferred to a Person that the Transferor
reasonably believes is purchasing the Securities for its
own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion,
and such Person and each such account is an institutional
"accredited investor" as described in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and is
purchasing such Securities for investment purposes and
not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities
Act, in a transaction in accordance with any applicable
securities laws of the United States or any state
thereof.

     This certificate and the statements contained herein
are made for your benefit and the benefit of the Company
and the underwriters and initial purchasers of the
Securities being transferred.

                    [Insert Name of Transferor]


                    By:
                          Name:
                          Title:

Dated:

cc:  MIDAMERICAN FUNDING, LLC

     Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Security Exchange Agent/Registrar, which requirements
include membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     (f)  Except as otherwise specified as contemplated
by Section 301 for Securities of any series, whenever any
certification is to be given by an owner of a beneficial
interest in a Rule 144A Global Security pursuant to
Section 307(e)(iii) of this Indenture in connection with
the transfer of a beneficial interest in the Rule 144A
Global Security to a Person who wishes to take delivery
thereof in the form of a Definitive Restricted Security,
such certification shall be provided substantially in the
form of the following certificate, with only such changes
as shall be approved in writing by the Company.


              FORM OF TRANSFER CERTIFICATE
     FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL
       SECURITY TO RESTRICTED DEFINITIVE SECURITY
          (Transfers pursuant to ' 307(e)(iii)
                   of the Indenture)

IBJ Whitehall Bank & Trust Company,
  as Trustee

One State Street
New York, New York  10004


     Re:  MIDAMERICAN FUNDING, LLC's [Title of
          Securities]

     Reference is hereby made to the Indenture, dated as
of March __, 1999 (the "Indenture"), between MIDAMERICAN
FUNDING, LLC and IBJ Whitehall Bank & Trust Company, as
Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     This letter relates to US$
principal amount of Securities which are evidenced by one
or more Rule 144A Global Securities (CUSIP No.         )
and held through DTC in the name of [insert name of
transferor] (the "Transferor").  The Transferor has
requested a transfer of such beneficial interest in the
Securities to a Person who will take delivery thereof in
the form of an equal principal amount of Securities
evidenced by a Restricted Definitive Security.

     In connection with such request and in respect of
such Securities, the Transferor does hereby certify that
the interests in the Rule 144A Global Security are being
transferred to a Person that the Transferor reasonably
believes is purchasing the Securities for its own
account, or for one or more accounts with respect to
which such Person exercises sole investment discretion,
and such Person and each such account is an institutional
"accredited investor" as described in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and is
purchasing such Securities for investment purposes and
not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities
Act, in a transaction in accordance with any applicable
securities laws of the United States or any state
thereof.

     This certificate and the statements contained herein
are made for your benefit and the benefit of the Company
and the underwriters and initial purchasers, if any, of
the Securities being transferred.

                         [Insert Name of Transferor]


                         By:
                               Name:
                               Title:

 Dated:

cc:  MIDAMERICAN FUNDING, LLC

     Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Security Exchange Agent/Registrar, which requirements
include membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Security Exchange Agent/Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

SECTION 314.   CUSIP and ISIN Numbers.

     The Company in issuing the Securities may use
"CUSIP" numbers or "ISIN" numbers (in either case, if
then generally in use), and, if so, the Trustee shall use
"CUSIP" or "ISIN" numbers, as applicable, in notices of
redemption as a convenience to Holders; provided that the
Trustee shall assume no responsibility for the accuracy
of such numbers and any such redemption shall not be
affected by any defect in or omission of such numbers.








                       ARTICLE IV

         SATISFACTION, DISCHARGE AND DEFEASANCE

SECTION 401.   Satisfaction and Discharge of Indenture

     This Indenture shall upon Company Request cease to
be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities
herein expressly provided for and any rights to receive
payments of any principal, premium or interest in respect
thereof as provided in Section 1001), and the Trustee
shall execute instruments in form and substance
satisfactory to itself and to the Company acknowledging
satisfaction and discharge of this Indenture, when

     (1)  either

          (A)  all Securities theretofore authenticated
     and delivered (other than (i) Securities which have
     been destroyed, lost or stolen and which have been
     replaced or paid as provided in Section 310 and (ii)
     Securities for whose payment money has theretofore
     been deposited in trust with the Trustee or any
     Paying Agent or segregated and held in trust by the
     Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section
     1003) have been delivered to the Trustee for
     cancellation; or

          (B)  all such Securities not theretofore
     delivered to the Trustee for cancellation

                (i) have become due and payable, or

               (ii) will become due and payable at their
          Stated Maturity within one year, or

               (iii)     are to be called for redemption
          within one year under arrangements satisfactory
          to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at
          the expense, of the Company, or

               (iv) are deemed paid and discharged
          pursuant to Section 402, and the Company, in
          the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be deposited
          with the Trustee as trust funds in trust for
          the purpose an amount of (a) money or (b) U.S.
          Government Obligations which through the
          payment of interest and principal in respect
          thereof in accordance with their terms will
          provide not later than one day before the
          Stated Maturity or Redemption Date, as the case
          may be, money, or (c) a combination of money
          and such U.S. Government Obligations, in each
          case, sufficient to pay and discharge the
          entire indebtedness on such Securities not
          theretofore delivered to the Trustee for
          cancellation, for principal, premium, if any,
          and interest, if any, to the date of such
          deposit (in the case of Securities which have
          become due and payable) or to the Stated
          Maturity or Redemption Date, as the case may
          be;

      (2) the Company has paid, caused to be paid or made
provision satisfactory to the Trustee for payment of all
other sums payable hereunder by the Company; and

     (3)  the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel stating
that all conditions precedent herein provided for
relating to the satisfaction and discharge of this
Indenture have been complied with.

     Notwithstanding the satisfaction and discharge of
this Indenture, the following rights and obligations
shall survive:  (i) the obligations of the Company to the
Trustee under Section 607(3), (ii) the obligations of the
Trustee to any Authenticating Agent under Section 614,
(iii) if money or U.S. Government Obligations shall have
been deposited with or received by the Trustee pursuant
to Section 401(1)(B) or Section 402, the obligations of
the Trustee under Section 403 and the last paragraph of
Section 1003 and (iv) any rights of registration of
transfer, exchange or replacement of Securities provided
in Article Three and Sections 906, 1002 and 1107.

SECTION 402.   Defeasance, Discharge and Covenant
Defeasance

     (a)  Defeasance and Discharge of a Series of
Securities.  The Company shall be deemed to have been
discharged from its obligations with respect to Out
standing Securities of any series, as provided in this
Section 402(a) on and after the date the applicable
conditions set forth in subsection (c) hereof are
satisfied (hereinafter called "Defeasance") with respect
to such Securities.  For this purpose, such Defeasance
means that the Company shall be deemed to have paid and
discharged the entire indebtedness representing the
Outstanding Securities of such series and to have
satisfied all of its other respective obligations under
the Securities of such series and this Indenture insofar
as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), subject to
the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of
Holders of Securities of such series to receive, solely
from the trust fund described in Section 403 and as more
fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such
Securities of such series when payments are due, (ii) the
Company's obligations with respect to the Securities of
such series under Article Three and Sections 1002 and
1003, (iii) the rights (including without limitation, the
rights set forth in Section 607), powers, trusts, duties
and immunities of the Trustee hereunder and (iv) this
Article.  Subject to compliance with this Article, the
Company may defease any Securities pursuant to this
Section notwithstanding the prior Covenant Defeasance of
such Series pursuant to subsection (b) hereof.

     (b)  Covenant Defeasance.  On and after the date the
applicable conditions set forth in subsection (c) hereof
are satisfied (hereinafter called "Covenant Defeasance")
with respect to the Outstanding Securities of any series,
(i) the Company shall be released from its obligations
under Sections 801, 1004, 1005, 1006, 1007, 1008 and
1009, and any covenants established as contemplated by
Section 301 or adopted by indenture supplemental hereto
under Section 901(2) for the benefit of the Holders of
such Securities and (ii) the occurrence of any event
specified in Sections 501(3), 501(4), 501(5), 501(6),
501(7), 501(8) or pursuant to Section 501(9) with respect
to any obligations referred to in Clause (i) shall be
deemed not to be or result in an Event of Default, in
each case with respect to the Outstanding Securities of
such series as provided in this Section. For this
purpose, such Covenant Defeasance means that the Company
may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in
any such specified Section, whether directly or
indirectly by reason of any reference elsewhere herein to
any such Section or Article or by reason of any reference
in any such Section or Article to any other provision
herein or in any other document, but the remainder of
this Indenture and the Securities of such series shall be
unaffected thereby.

     (c)  Conditions to Defeasance or Covenant
Defeasance.  The following shall be the conditions to the
Defeasance or the Covenant Defeasance pursuant to this
Section 402 of the Outstanding Securities of any series:

     (1)  The Company shall elect by Board Resolution to
     effect a Defeasance or a Covenant Defeasance
     pursuant to this Section 402 with respect to the
     Outstanding Securities of any series specified in
     such Board Resolution;
     (2)  The Company shall irrevocably have deposited or
     caused to be deposited (except as provided in
     Section 607, Section 403(c) and the last paragraph
     of Section 1003) with the Trustee (specifying that
     each such deposit is pursuant to this Section 402)
     as trust funds in trust for the purpose of making
     the following payments, specifically pledged as
     security for, and dedicated solely to, the benefit
     of the Holders of the Outstanding Securities of such
     series, (a) money, or (b) U.S. Government
     Obligations which through the payment of principal
     and interest in respect thereof in accordance with
     their terms will provide, not later than one day
     before the due date of any payment, money, or (c) a
     combination thereof, in each case in an amount
     sufficient, in the opinion of a nationally
     recognized firm of independent accountants expressed
     in a written certification thereof delivered to the
     Trustee, to pay and discharge, and which shall be
     applied by the Trustee to pay and discharge, the
     principal of and any premium and interest on the
     Securities of such series on the respective Stated
     Maturities (or if the Company has designated a
     Redemption Date pursuant to the next sentence of
     this clause (2), to and including the Redemption
     Date so designated by the Company), in accordance
     with the terms of this Indenture and the Securities
     of such series.  If the Company shall wish to
     deposit or cause to be deposited money or U.S.
     Government Obligations to pay or discharge the
     principal of (and premium, if any) and interest, if
     any, on the outstanding Securities of such series to
     and including a Redemption Date on which all of the
     outstanding Securities of such series are to be
     redeemed, such Redemption Date shall be irrevocably
     designated by a Board Resolution delivered to the
     Trustee on or prior to the date of deposit of such
     money or U.S. Government Obligations, and such Board
     Resolution shall be accompanied by an irrevocable
     Company Request that the Trustee give notice of such
     redemption in the name and at the expense of the
     Company not less than 30 nor more than 60 days prior
     to such Redemption Date in accordance with this
     Indenture;

     (3)  In the event of a Defeasance pursuant to
     Section 402(a), the Company shall have delivered to
     the Trustee an opinion of independent counsel of
     recognized standing stating that (x) the Company has
     received from, or there has been published by, the
     Internal Revenue Service a ruling or (y) since the
     date of this instrument, there has been a change in
     the applicable U.S. federal income tax law, in
     either case (x) or (y) to the effect that, and based
     thereon such opinion shall confirm that, the Holders
     of such series will not recognize income, gain or
     loss for U.S. federal income tax purposes as a
     result of the deposit, Defeasance and discharge to
     be effected with respect to the Outstanding
     Securities of such series and will be subject to
     U.S. federal income tax on the same amount, in the
     same manner and at the same times as would be the
     case if such deposit, Defeasance and discharge were
     not to occur;

     (4)  In the event of a Covenant Defeasance pursuant
     to Section 402(b), the Company shall have delivered
     to the Trustee an opinion of independent counsel of
     recognized standing to the effect that the Holders
     and any owners of beneficial interests in
     Outstanding Securities of such series will not
     recognize income, gain or loss for U.S. federal
     income tax purposes as a result of the deposit with
     and Covenant Defeasance to be effected with respect
     to the Outstanding Securities of such series and
     will be subject to U.S. federal income tax on the
     same amount, in the same manner and at the same
     times as would be the case if such deposit, Covenant
     Defeasance and discharge were not to occur;

     (5)  The Securities of such series, if then listed
     on any securities exchange, will not be delisted as
     a result of such deposit;

     (6)  No event which is, or after notice or lapse of
     time or both would become, an Event of Default
     (including by reason of such deposit) with respect
     to the Outstanding Securities of such series shall
     have occurred and be continuing at the time of such
     deposit;

     (7)  If the Trust Indenture Act shall be applicable
     to the Securities of such series, such Defeasance or
     Covenant Defeasance shall not cause the Trustee to
     have a conflicting interest within the meaning of
     the Trust Indenture Act (assuming all Securities are
     in default within the meaning of such Act);

     (8)  Such Defeasance or Covenant Defeasance shall
     not result in a breach or violation of, or
     constitute a default under, any other material
     agreement or instrument to which the Company is a
     party or by which it is bound; and

     (9)  The Company shall have delivered to the Trustee
     an Officers' Certificate and an Opinion of Counsel,
     stating that all conditions precedent with respect
     to such Defeasance or Covenant Defeasance have been
     complied with.

SECTION 403.   Application of Trust Money

     (a)  Subject to the provisions of the last paragraph
of Section 1003, all money or U.S. Government Obligations
deposited with the Trustee pursuant to Sections 401 or
402 and all money received by the Trustee in respect of
U.S. Government Obligations deposited with the Trustee
pursuant to Sections 401 or 402, shall be held in trust
and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee
may determine, to the persons entitled thereto, of the
principal of (and premium, if any) and interest, if any,
on the Securities for whose payment such money has been
deposited with or received by the Trustee.

     (b)  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on
or assessed against the Trustee or the trust created
hereby with respect to U.S. Government Obligations
deposited pursuant to Sections 401 or 402 or the interest
and principal received in respect thereof other than any
such tax, fee or other charge which by law is payable by
or on behalf of Holders.

     (c)  The Trustee shall deliver or pay to the Company
from time to time upon Company Request any monies or U.S.
Government Obligations held by it as provided in Sections
401 or 402 which, in the opinion of a nationally
recognized firm of independent certified public
accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount
thereof which, at the time of such certification, would
have been required to be deposited to effect the
discharge of the Indenture or of any series of
Securities, or the Defeasance or Covenant Defeasance of
the Securities of any series, as the case may be.  This
paragraph (c) shall not authorize the sale by the Trustee
of any U.S. Government Obligations held under this
Indenture.

SECTION 404.   Reinstatement

          If the Trustee or the Paying Agent is unable to
apply any money in accordance with this Article with
respect to any Securities by reason of any order or
judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture
and such Securities from which the Company has been
discharged or released pursuant to Section 401 or 402
shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying
Agent is permitted to apply all money held in trust
pursuant to Section 403 with respect to such Securities
in accordance with this Article; provided, however, that
if the Company makes any payment of principal of or any
premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held
in Trust.


                       ARTICLE V

                        REMEDIES

SECTION 501.   Events of Default

     "Event of Default", wherever used herein with
respect to Securities of any series, means any one of the
following events:

     (1)  default for a period of 30 days in the payment
     of any interest upon any Security of that series
     when it becomes due and payable and continuance of
     such default; or

     (2)  default for a period of three days in the
     payment of the principal of (or premium, if any, on)
     any Security of that series at its Maturity; or

     (3)  material default in the payment of any sinking
     fund installment, when and as due by the terms of a
     Security of that series; or

     (4)  material default in the performance, or breach,
     of any other material covenant or obligation of the
     Company in this Indenture (other than a covenant a
     default in whose performance or whose breach is
     elsewhere in this Section 501 (including Section
     501(8)) specifically dealt with or which has
     expressly been included in this Indenture solely for
     the benefit of a series of Securities other than
     that series) and continuance of such material
     default or breach for a period of 90 days after
     there has been given, by registered or certified
     mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of a majority
     in aggregate principal amount of the Outstanding
     Securities a written notice specifying such default
     or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default"
     hereunder; or

     (5)  the Trustee fails to have a perfected security
     interest in the pledged capital stock of MAVH Inc.
     (prior to the MidAmerican Merger) or MHC (following
     the MidAmerican Merger) for a period of 10 days; or

     (6)  default in the payment of the principal of any
     bond, debenture, note or other evidence of
     indebtedness, in each case for money borrowed by the
     Company or any Significant Subsidiary, or in the
     payment of principal under any mortgage, indenture
     (including this Indenture) or instrument under which
     there may be issued or by which there may be secured
     or evidenced any Indebtedness for Borrowed Money of
     the Company or any Significant Subsidiary, if such
     Indebtedness for Borrowed Money is not Project
     Finance Debt and provides for recourse generally to
     the Company, or any Significant Subsidiary which
     default for payment of principal is in an aggregate
     principal amount exceeding $75,000,000 (or its
     equivalent in any other currency or currencies) when
     such indebtedness becomes due and payable at
     Maturity, if such default shall continue unremedied
     or unwaived for more than 30 Business Days and the
     time for payment of such amount has not been
     expressly extended; provided, however, that, subject
     to the provisions of Sections 601 and 602, the
     Trustee shall not be deemed to have knowledge of
     such default unless either (a) a Responsible Officer
     of the Trustee shall have actual knowledge of such
     default or (b) the Trustee shall have received
     written notice thereof from the Company, from any
     Holder, from the holder of any such indebtedness or
     from the trustee under any such mortgage, indenture
     or other instrument; and provided further, that if
     such default under such indenture or instrument
     shall be remedied or cured by the Company or such
     Significant Subsidiary or waived by the holders of
     such indebtedness, then the Event of Default
     hereunder by reason thereof shall be deemed likewise
     to have been remedied, cured or waived without
     further action upon the part of the Trustee or any
     of the Holders; or

     (7)  the failure of the Company or a Significant
     Subsidiary generally to pay its debts as they become
     due, or the admission in writing of its inability to
     pay its debts generally, or the making of a general
     assignment for the benefit of its creditors, or the
     institution of any proceeding by or against the
     Company or a Significant Subsidiary (other than any
     such proceeding brought against the Company or a
     Significant Subsidiary that is dismissed within 180
     days from the commencement thereof) seeking to
     adjudicate it bankrupt or insolvent, or seeking
     liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief or
     composition (in each case, other than a solvent
     liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief or
     composition) of it or its debts under any law
     relating to bankruptcy, insolvency, reorganization,
     moratorium or relief of debtors, or seeking the
     entry of an order for relief or appointment of an
     administrator, receiver, trustee, intervenor or
     other similar official for it or for any substantial
     part of its property, or the taking of any action by
     the Company or a Significant Subsidiary to authorize
     or consent to any of the actions set forth in this
     subparagraph (7); or

     (8)  (a)  default in the performance, or breach, of
     any of the operational covenants or obligation of
     the Company contained in Section 1009(2) through (7)
     hereof which would reasonably be expected to result
     in a Material Adverse Effect and continuance of such
     default or breach for a period of 90 days after
     there has been given, by registered or certified
     mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of a majority
     in aggregate principal amount of the Outstanding
     Securities a written notice specifying such default
     or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default"
     hereunder; provided, however, that if such default
     under such indenture or instrument shall be remedied
     or cured by the Company or such Significant
     Subsidiary or waived by the holders of such
     indebtedness, then the Event of Default hereunder by
     reason thereof shall be deemed likewise to have been
     remedied, cured or waived without further action
     upon the part of the Trustee or any of the Holders;
     provided, however, that the period permitted for
     such cure shall not exceed 180 days; and provided,
     further, that no such violation shall be an Event of
     Default if, within 180 days from any such
     occurrence, the Company obtains confirmation from
     any Rating Agency to the effect that such violation
     will not result in a Ratings Downgrade; or (b) (1)
     any material Project Document then in existence
     ceases to be valid and binding and in full force and
     effect otherwise than pursuant to the scheduled
     expiration of the term thereof or any early
     termination permitted pursuant to the terms thereof,
     (2) any third party thereto denies that it has any
     liability or obligation under any material Project
     Document then in existence and such third party
     ceases performance thereunder or (3) any party to a
     Project Document then in existence (other than the
     Company) defaults in respect of any material
     obligation thereunder, and, in any such case, such
     cessation or default has resulted or would
     reasonably be expected to result in a Material
     Adverse Effect, provided, however, that no such
     event shall be an Event of Default if, within 180
     days from any such occurrence, the Company (A)
     causes the third party to reaffirm the disaffirmed
     provisions and/or resume performance (as the case
     may be) or (B) enters into an alternate agreement
     which contains, as determined in good faith by the
     Company, substantially similar terms and conditions
     or, if such terms and conditions are no longer
     available on a commercially reasonable basis, the
     terms and conditions then available on a
     commercially reasonable basis, or (C) obtains
     confirmation from any Rating Agency to the effect
     that the loss of the benefits of such Project
     Document or the substitution of any alternate
     agreement  for such Project Document will not result
     in a Ratings Downgrade; or

     (9)  any other Event of Default provided in the
     supplemental indenture or provided in or pursuant to
     the Board Resolution under which such series of
     Securities is issued or in the form of Security for
     such series.

SECTION 502.   Acceleration of Maturity; Rescission and
Annulment

     If an Event of Default with respect to Securities of
any series at the time Outstanding occurs and is
continuing, then either the Trustee or (a) in the case of
an Event of Default described under subparagraph (1) or
(2) of Section 501 above, the Holders of at least 33% in
aggregate principal amount of the Outstanding Securities,
or (b) in the case of any other Event of Default, the
Holders of a majority in aggregate principal amount of
the Outstanding Securities, may declare the principal
amount (or, if any of the Securities of that series are
Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified
in the terms thereof), and any interest accrued thereon,
of all of the Securities to be due and payable
immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount)
shall become immediately due and payable.

     At any time after such declaration of acceleration
with respect to Securities of any series has been made,
but before a judgment or decree for payment of money has
been obtained by the Trustee as hereinafter in this
Article provided, if all Events of Default with respect
to Securities have been cured or waived (other than the
non-payment of principal of the Securities which has
become due solely by reason of such declaration of
acceleration), then, and in every such case, the Holders
of a majority in aggregate principal amount of the
Outstanding Securities may, by written notice to the
Company and the Trustee, rescind and annul such
declaration and its consequences on behalf of all of the
Holders, but no such rescission or annulment shall affect
any subsequent default or impair any right consequent
thereon.
     For all purposes under this Indenture, if a portion
of the principal of any Original Issue Discount
Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from
and after such declaration, unless such declaration has
been rescinded and annulled, the principal amount of such
Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the
principal thereof as shall be due and payable as a result
of such acceleration, and payment of such portion of the
principal thereof as shall be due and payable as a result
of such acceleration, together with interest, if any,
thereon and all other amounts owing thereunder, shall
constitute payment in full of such Original Issue
Discount Securities.

SECTION 503.   Collection of Indebtedness and Suits for
               Enforcement by Trustee

     The Company covenants that if

     (1)  default is made in the payment of any interest
     on any Security of a series when such interest
     becomes due and payable and such default continues
     for a period of 30 days, or

     (2)  default is made in the payment of the principal
     of (or premium, if any, on) any Security of a series
     at the Stated Maturity thereof and such default
     continues for a period of 3 days,

the Company will, upon written demand of the Trustee, pay
to it, for the benefit of the Holders of such Securities
of such series, the whole amount then due and payable on
such Securities of such series for principal (and
premium, if any) and interest, if any, and, to the extent
that payment of such interest shall be legally
enforceable, interest on any overdue principal (and
premium, if any) and any overdue interest, at the rate or
rates prescribed therefor in such Securities of such
series, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its
agents and counsel.

     If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or
final decree and may enforce the same against the Company
or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any
other obligor upon such Securities, wherever situated.

     If any Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may
in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and
enforce any such rights.

SECTION 504.   Trustee May File Proofs of Claim

     In case of the pendency of any receivership,
insolvency, liquidation (other than a solvent
liquidation), bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding
relative to the Company or any other obligor upon the
Securities or the property of the Company or of such
other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the
payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such
proceeding or otherwise,

          (i)  to file and prove a claim for the whole
     amount of principal (and premium, if any) and
     interest owing and unpaid in respect of the Securi
     ties and to file such other papers or documents as
     may be necessary or advisable in order to have the
     claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and
     advances of the Trustee, its agents and counsel) and
     of the Holders allowed in such judicial proceeding,
     and

          (ii) to collect and receive any moneys or other
     property payable or deliverable on any such claims
     and to distribute the same;

and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 607.
     Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.

SECTION 505.   Trustee May Enforce Claims Without
               Possession of Securities

     All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the
Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.   Application of Money Collected

     Any money collected by the Trustee pursuant to this
Article shall be applied in the following order with
respect to the Securities of any series, at the date or
dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the
Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully
paid:

     FIRST: To the payment of all amounts due the Trustee
under Section 607;

     SECOND: In case the principal and premium, if any,
of the Securities of such series in respect of which
moneys have been collected shall not have become and be
then due and payable, to the payment of interest, if any,
on the Securities of such a series in default in the
order of the maturity of the installments of such
interest, with interest (to the extent that such interest
has been collected by the Trustee and to the extent
permitted by law) upon the overdue installments of
interest at the rate prescribed therefor in such
Securities, such payments to be made ratably to the
Persons entitled thereto, without discrimination or
preference;

     THIRD: In case the principal or premium, if any, of
the Securities of such series in respect of which moneys
have been collected shall have become and shall be then
due and payable, to the payment of the whole amount then
owing and unpaid upon all the Securities of such series
for principal and premium, if any, and interest, if any,
with interest upon the overdue principal and premium, if
any, and (to the extent that such interest has been
collected by the Trustee and to the extent permitted by
law) upon overdue installments of interest at the rate
prescribed therefor in the Securities of such series; and
in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the Securities of
such series, then to the payment of such principal and
any premium and interest, without preference or priority
of principal over interest, or of interest over principal
or premium, or of any installment of interest over any
other installment of interest, or of any Security of such
series over any other Security of such series, ratably to
the aggregate of such principal and any premium and
accrued and unpaid interest; and

     FOURTH: To the payment of the remainder, if any, to
the Company or any other Person lawfully entitled
thereto.

SECTION 507.   Limitation on Suits

     No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other
remedy hereunder, unless

     (1)  such Holder has previously given written notice
     to the Trustee of a continuing Event of Default with
     respect to the Securities;

     (2)  (a) in the case of an Event of Default
     described under subparagraph (1) or (2) of Section
     501 above, the Holders of at least 33% in aggregate
     principal amount of the Outstanding Securities, or
     (b) in the case of any other Event of Default, the
     Holders of a majority in aggregate principal amount
     of the Outstanding Securities, shall have made
     written request to the Trustee to institute
     proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

     (3)  such Holder or Holders have offered to the
     Trustee indemnity satisfactory to the Trustee
     against the costs, expenses and liabilities to be
     incurred in compliance with such request;

     (4)  the Trustee for 90 days after its receipt of
     such notice, request and offer of indemnity has
     failed to institute any such proceeding; and
     (5)  no direction inconsistent with such written
     request has been given to the Trustee during such 90-
     day period by the Holders of a majority in principal
     amount of the Outstanding Securities;

it being understood and intended that no one or more of
such Holders shall have any right in any manner whatever
by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal
and ratable benefit of all such Holders.

SECTION 508.   Unconditional Right of Holders to Receive
               Principal, Premium and Interest

     Subject to Section 507, the Holder of any Security
shall have the right, which is absolute and
unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Section 311)
interest, if any, on such Security on the Stated Maturity
or Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such
Holder.

SECTION 509.   Restoration of Rights and Remedies

          If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or
abandoned for  any reason, or has been determined
adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their
former positions hereunder, and thereafter all rights and
remedies of the Company, the Trustee and the Holders
shall continue as though no such proceeding had been
instituted.

SECTION 510.   Rights and Remedies Cumulative

     Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any
other appropriate right or remedy.

SECTION 511.   Delay or Omission Not Waiver

     No delay or omission of the Trustee or of any Holder
of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or
to the Holders may be exercised from time to time, and as
often as may be deemed expedient by the Trustee or by the
Holders, as the case may be.

SECTION 512.   Control by Holders

     The Holders of a majority in principal amount of the
Outstanding Securities shall have the right to direct the
time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, with respect to
the Securities, provided that

     (1)  such direction shall not be in conflict with
     any rule of law or with this Indenture,

     (2)  the Trustee may take any other action deemed
     proper by the Trustee which is not inconsistent with
     such direction, and

     (3)  the action so directed would not be prejudicial
     to Holders of any other series of Outstanding
     Securities not taking part in such action; provided,
     further, that the Trustee shall be under no
     obligation to determine whether any such direction
     shall be so prejudicial.

SECTION 513.   Waiver of Past Defaults

     The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities may on
behalf of the Holders of all the Securities waive any
past default hereunder and its consequences, except a
default

     (1)  in the payment of the principal of (or premium,
     if any) or interest, if any, on any Security, or

     (2)  in respect of a covenant or provision hereof
     which under Article Nine cannot be modified or
     amended without the consent of the Holder of each
     Outstanding Security affected.

     Upon any such waiver, such default shall cease to
exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right
consequent thereon.

SECTION 514.   Undertaking for Costs

     All parties to this Indenture agree, and each Holder
of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the
Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such
party litigant in such suit, but the provisions of this
Section 514 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in
principal amount of the outstanding Securities of any
series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or
interest, if any, on any Security on or after the Stated
Maturity or Maturities expressed in such Security.

                       ARTICLE VI

                      THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities

          (a)  Except during the continuance of a default
with respect to the Securities of  any series,

     (1)  the Trustee undertakes to perform such duties
     and only such duties as are specifically set forth
     in this Indenture, and no implied covenants or
     obligations shall be read into this Indenture
     against the Trustee; and

     (2)  in the absence of bad faith on its part, the
     Trustee may conclusively rely, as to the truth of
     the statements and the correctness of the opinions
     expressed therein, upon certificates or opinions
     furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of
     any such certificates or opinions which by any
     provision hereof are specifically required to be
     furnished to the Trustee, the Trustee shall examine
     the same to determine whether or not they conform to
     the requirements of this Indenture.

          (b)  In case a default has occurred and is
continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

          (c)  No provision of this Indenture shall be
construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act,
or its own willful misconduct, except that

     (1)  this subsection shall not be construed to limit
     the effect of subsection (a) of this Section;

     (2)  the Trustee shall not be liable for any error
     of judgment made in good  faith by a Responsible
     Officer, unless the Trustee was negligent in
     ascertaining the pertinent facts;

     (3)   no provision of this Indenture shall require
     the Trustee to spend or risk its own funds or
     otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in
     the exercise of any of its rights or powers, if
     repayment of such funds or adequate indemnity
     against such risk or liability satisfactory to the
     Trustee has not been assured to it; and

     (4)  the Trustee shall not be liable with respect to
     any action taken or omitted to be taken by it in
     good faith in accordance with the direction of the
     Holders of not less than a majority in principal
     amount of the Outstanding Securities of any series,
     determined as provided in Section 512, relating to
     the time, method and place of conducting any
     proceeding for any remedy available to the Trustee,
     or exercising any trust or power conferred upon the
     Trustee, under this Indenture with respect to the
     Securities of such series.

          (d)   Whether or not therein expressly so
provided, every provision of this Indenture relating to
the conduct of, or affecting the liability of or
affording protection to the Trustee shall be subject to
the provisions of this Section 601.

SECTION 602.   Notice of Defaults

     Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series,
the Trustee shall transmit by mail to all Holders of
Securities of such series notice of such default
hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that,
except in the case of a default in the payment of the
principal of (or premium, if any) or interest, if any, on
any Security of such series or in the payment of any
sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in
withholding such notice if and so long as the board of
directors, the executive committee or a trust committee
of directors or a Responsible Officer of the Trustee in
good faith determine that the withholding of such notice
is in the interest of the Holders of Securities of such
series; and provided, further, that in the case of any
default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the
occurrence thereof.  For the purpose of this Section 602,
the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

SECTION 603.   Certain Rights of Trustee

     Subject to the provisions of Section 601:

          (a)  the Trustee may rely and shall be
protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to
have been signed or presented by the proper party or
parties;

          (b)  any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order or as otherwise
expressly provided herein and any resolution of the Board
of Directors may be sufficiently evidenced by a Board
Resolution;

          (c)  whenever in the administration of this
Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

          (d)  the Trustee may consult with counsel of
its selection, and the advice of such counsel or any
Opinion of Counsel shall be full and complete authori
zation and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in
reliance thereon;

          (e) the Trustee shall be under no obligation to
expend or risk its own funds or to exercise, at the
request or direction of any of the Holders, any of the
rights or powers vested in it by this Indenture pursuant
to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request
or direction;

          (f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investiga
tion, it shall be entitled upon reasonable prior request
and during normal business hours to examine the books,
records and premises of the Company, personally or by
agent or attorney;

          (g)  the Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and
shall not be liable for the actions or omissions of such
agents appointed by it with due care; and

          (h)  The Trustee shall not be charged with
knowledge of any default or Event of Default, as the case
may be, with respect to the Securities of any series
unless either (1) a Responsible Officer of the Trustee
shall have actual knowledge of the default or an Event of
Default, as the case may be, or (2) written notice of
such default or Event of Default, as the case may be,
shall have been given to the Trustee by the Company
pursuant to Section 1011 hereof, by any other obligor on
such Securities or by any Holder of such Securities.

SECTION 604.   Not Responsible for Recitals or Issuance
of Securities

     The recitals contained herein and in the Securities,
except the Trustee's certificates of authentication,
shall be taken as the statements of the Company, and
neither the Trustee nor any Authenticating Agent nor any
party hereto (other than the Company) assumes any
responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of
this Indenture or of the Securities. Neither the Trustee
nor any Authenticating Agent nor any party hereto (other
than the Company) shall be accountable for the use or
application by the Company of Securities or the proceeds
thereof.

SECTION 605.   May Hold Securities

     The Trustee, any Authenticating Agent, any Paying
Agent, any Security Exchange Agent/Registrar or any other
agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent,
Security Exchange Agent/Registrar or such other agent.

SECTION 606.   Money Held in Trust

     Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except
as otherwise agreed with the Company.

SECTION 607.   Compensation and Reimbursement

     The Company agrees

     (1)  to pay to the Trustee from time to time such
     compensation as is agreed upon in writing, which
     compensation shall not be limited by any provision
     of law regarding compensation of the trustee of an
     express trust;
     (2)  except as otherwise expressly provided herein,
     to reimburse the Trustee upon its request for all
     reasonable expenses, disbursements and advances
     incurred or made by the Trustee in accordance with
     any provision of this Indenture (including the
     reasonable compensation and the expenses and
     disbursements of its agents and counsel, which
     compensation, expenses and disbursements shall be
     set forth in sufficient written detail to the
     satisfaction of the Company), except any such
     expense, disbursement or advance as may be
     attributable to its or their negligence or bad
     faith; and

     (3)  to indemnify each of the Trustee, its officers,
     directors and employees for, and to hold it harmless
     against, any loss, liability or expense incurred
     without negligence, bad faith, or willful misconduct
     on its part, arising out of or in connection with
     the acceptance or administration of the trust or
     trusts hereunder, including the costs and expenses
     of defending itself against any claim or liability
     in connection with the exercise or performance of
     any of its powers or duties hereunder. Obligations
     under this Section 607(3) will survive the
     satisfaction and discharge of this Indenture
     pursuant to Section 401 hereof.

SECTION 608.   Disqualification; Conflicting Interests

     If the Trust Indenture Act shall be applicable to a
series of Securities issued hereunder and the Trustee has
or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, then the Trustee
shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this
Indenture.

SECTION 609.   Corporate Trustee Required; Eligibility

     There shall at all times be a Trustee hereunder
which shall be eligible to act as trustee under the Trust
Indenture Act and which shall have a combined capital and
surplus of at least $50,000,000. If the Trustee does not
have an office in The City of New York, the Trustee may
appoint an agent in The City of New York reasonably
acceptable to the Company to conduct any activities which
the Trustee may be required under this Indenture to
conduct in The City of New York. If the Trustee does not
have an office in The City of New York or has not
appointed an agent in The City of New York, the Trustee
shall be a Participant in DTC and in the FAST
distribution systems. If such corporation publishes
reports of condition at least annually, pursuant to law
or to the requirements of a United States federal, state,
territorial or District of Columbia supervising or
examining authority, then for the purposes of this
Section 609, the combined capital and surplus of such
corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of
this Section 609, the Trustee shall resign immediately in
the manner and with the effect hereinafter specified in
this Article.

SECTION 610.   Resignation and Removal; Appointment of
Successor Trustee

          (a)  No resignation or removal of the Trustee
and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance
of appointment by the successor Trustee in accordance
with the applicable requirements of Section 611.

          (b)  The Trustee may resign at any time with
respect to the Securities of one or more series by giving
written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section
611 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series, subject to
Section 609.

          (c)  The Trustee may be removed at any time
with respect to the Securities of any series by Act of
the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the
Trustee and to the Company.  If the instrument of
acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30
days of such removal, the Trustee subject to such removal
may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the
Securities of such series, subject to Section 609.

          (d)  If at any time:

     (1)  the Trustee shall fail to comply with section
     310(b) of the Trust Indenture Act pursuant to
     Section 608, with respect to any series of
     Securities to which the Trust Indenture Act may be
     applicable, after written request therefor by the
     Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

     (2)  the Trustee shall cease to be eligible under
     Section 609 and shall fail to resign after written
     request therefor by the Company or by any such
     Holder, or

     (3)  the Trustee shall become incapable of acting or
     shall be adjudged a bankrupt or insolvent or a
     receiver of the Trustee or of its property shall be
     appointed or any public officer shall take charge or
     control of the Trustee or of its property or affairs
     for the purpose of rehabilitation, conservation or
     liquidation,

then, in any such case, (i) the Company by a Board
Resolution may remove the Trustee with respect to all
Securities, or (ii) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others
similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor
Trustee or Trustees.

          (e)   If the Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood
that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such
series and that at any time there shall be only one
Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements
of Section 611. If no successor Trustee with respect to
the Securities of any series shall have been so appointed
by the Company and accepted appointment in the manner
required by Section 611, any Holder who has been a bona
fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect
to the Securities of such series.

          (f)  The Company shall give notice of each
resignation and each removal of the Trustee with respect
to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any
series by giving notice in the manner provided in Section
106.  Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.

SECTION 611.   Acceptance of Appointment by Successor

          (a)  In case of the appointment hereunder of a
successor Trustee with respect to all Securities, every
such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of
the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but,
on the request of the Company or the successor Trustee,
such retiring Trustee shall execute and deliver an
instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring
Trustee hereunder.

          (b)  In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one
or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the
Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as
to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3)
shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by
more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and
upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee
relates; but on request of the Company or any successor
trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee
relates.

          (c)  Upon request of any such successor
Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (a) or (b) of
this Section 611, as the case may be.

          (d)  No successor Trustee shall accept its
appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under
this Article.

SECTION 612.   Merger, Conversion, Consolidation or
               Succession to Business

          Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of
any paper or any further act on the part of any of the
parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so
authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities.

SECTION 613.   Preferential Collecting of Claims Against
Company

          (a)  Subject to subsection (b) of this Section
613, if the Trustee shall be or shall become a creditor,
directly or indirectly, secured or unsecured, of the
Company within three months prior to a default, as
defined in subsection (c) of this Section 613, or
subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and
hold in a special account for the benefit of the Trustee
individually, the Holders of the Securities and the
holders of other indenture securities, as defined in
subsection (c) of this Section 613:

     (1)   an amount equal to any and all reductions in
     the amount due and owing upon any claim as such
     creditor in respect of principal or interest
     effected after the beginning of such three months'
     period and valid as against the Company and its
     other creditors, except any such reduction resulting
     from the receipt or disposition of any property
     described in paragraph (2) of this subsection (a),
     or from the exercise of any right of set-off which
     the Trustee could have exercised if a petition in
     bankruptcy had been applied by or against the
     Company upon the date of such default; and

     (2)  all property received by the Trustee in respect
     of any claims as such creditor, either as security
     therefor, or in satisfaction or composition thereof,
     or otherwise, after the beginning of such three
     months' period, or an amount equal to the proceeds
     of any such property, if disposed of, subject,
     however, to the rights, if any, of the Company and
     its other creditors in such property or such
     proceeds.

     Nothing herein contained, however, shall affect the
right of the Trustee:

          (A)  to retain for its own account (i) payments
     made on account of any such claim by any Person
     (other than the Company) who is liable thereon, and
     (ii) the proceeds of the bona fide sale of any such
     claim by the Trustee to a third Person, and (iii)
     distributions made in cash, securities or other
     property in respect of claims filed against the
     Company in bankruptcy or receivership or in
     proceedings for reorganization pursuant to the
     Federal Bankruptcy Act or applicable State law;

          (B)  to realize, for its own account, upon any
     property held by it as security for any such claim,
     if such property was so held prior to the beginning
     of such three months' period;

          (C)  to realize, for its own account, but only
     to extent of the claim hereinafter mentioned, upon
     any property held by it as security for any such
     claim, if such claim was created after the beginning
     of such three months' period and such property was
     received as security therefor simultaneously with
     the creation thereof, and if the Trustee shall
     sustain the burden of proving that at the time such
     property was so received the Trustee had no
     reasonable cause to believe that a default, as
     defined in subsection (c) of this Section 613, would
     occur within three months; or

          (D)  to receive payment on any claim referred
     to in paragraph (B) or (C) of this Section 613,
     against the release of any property held as security
     for such claim as provided in paragraph (B) or (C),
     as the case may be, to the extent of the fair value
     of such property.

     For the purposes of paragraphs (B), (C) and (D) of
this Section 613, property substituted after the
beginning of such three months' period for property held
as security at the time of such substitution shall, to
the extent of the fair value of the property released,
have the same status as the property released, and, to
the extent that any claim referred to in any of such
paragraphs is created in renewal of or in substitution
for or for the purpose of repaying or refunding any
preexisting claim of the Trustee as such creditor, such
claim shall have the same status as such pre-existing
claim.

     If the Trustee shall be required to account for the
funds and property held in such special account, the
proceeds thereof shall be apportioned among the Trustee,
the Holders and the holders of other indenture securities
in such manner that the Trustee, the Holders and the
holders of other indenture securities realize, as a
result of payments from such special account and payments
of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, as applicable, the same percentage
of their respective claims, figured before crediting to
the claim of the Trustee anything on account of the
receipt by it from the Company of the funds and property
in such special account and before crediting to the
respective claims of the Trustee and the Holders and the
holders of other indenture securities dividends on claims
filed against the Company in bankruptcy or receivership
or in proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, as
applicable, but after crediting thereon receipts on
account of the indebtedness represented by their
respective claims from all sources other than from such
dividends and from the funds and property so held in such
special account.  As used in this paragraph, with respect
to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or
receivership or proceedings for reorganization pursuant
to the Federal Bankruptcy Act or applicable State law, as
applicable, whether such distribution is made in cash,
securities or other property, but shall not include any
such distribution with respect to the secured portion, if
any, of such claim.

     Any Trustee which has resigned or been removed after
the beginning of such three months' period shall be
subject to the provisions of this Section 613 as though
such resignation or removal had not occurred.  If any
Trustee has resigned or been removed prior to the
beginning of such three months' period, it shall be
subject to the provisions of this Subsection if and only
if the following conditions exist:

          (i)  the receipt of property or reduction of
     claim, which would have given rise to the obligation
     to account, if such Trustee had continued as
     Trustee, occurred after the beginning of such three
     months' period; and

          (ii)  such receipt of property or reduction of
     claim occurred within three months after such
     resignation or removal.

          (b) There shall be excluded from the operation
of subsection (a) of this Section 613 a creditor
relationship arising from:

     (3)  the ownership or acquisition of securities
     issued under any indenture, or any security or
     securities having a maturity of one year or more at
     the time of acquisition by the Trustee;

     (4)  advances authorized by a receivership or
     bankruptcy court of competent jurisdiction or by
     this Indenture, for the purpose of preserving any
     property which shall at any time be subject to the
     lien of this Indenture or of discharging tax liens
     or other prior liens or encumbrances thereon, if
     notice of such advances and of the circumstances
     surrounding the making thereof is given to the
     Holders at the time and in the manner provided in
     this Indenture;

     (5)  disbursements made in the ordinary course of
     business in the capacity of trustee under an
     indenture, transfer agent, registrar, custodian,
     paying agent, fiscal agent or depository, or other
     similar capacity;

     (6)  an indebtedness created as a result of services
     rendered or premises rented; or an indebtedness
     created as a result of goods or securities sold in a
     cash transaction, as defined in subsection (c) of
     this Section 613;

     (7)   the ownership of stock or of other securities
     of a corporation organized under the provisions of
     Section 25(a) of the Federal Reserve Act, as
     amended, which is directly or indirectly a creditor
     of the Company; and

     (8)  the acquisition, ownership, acceptance or
     negotiation of any drafts, bills of exchange,
     acceptances or obligations which fall within the
     classification of self-liquidating paper, as defined
     in subsection (c) of this Section 613.

          (c)  For the purposes of this Section 613 only:

     (9)   the term "default" means any failure to make
     payment in full of the principal of or interest on
     any of the Securities or upon the other indenture
     securities when and as such principal or interest
     becomes due and payable;

     (10) the term "other indenture securities" means
     securities upon which the Company is an obligor (as
     defined in the Trust Indenture Act) outstanding
     under any other indenture (i) under which the
     Trustee is also trustee, (ii) which contains
     provisions substantially similar to the provisions
     of this Section 613, and (iii) under which a default
     exists at the time of the apportionment of the funds
     and property held in such special account;

     (11) the term "cash transaction" means any
     transaction in which full payment for goods or
     securities sold is made within seven days after
     delivery of the goods or securities in currency or
     in checks or other orders drawn upon banks or
     bankers and payable upon demand;

     (12) the term "self-liquidating paper" means any
     draft, bill of exchange, acceptance or obligation
     which is made, drawn, negotiated or incurred by the
     Company for the purpose of financing the purchase,
     processing, manufacturing, shipment, storage or sale
     of goods, wares or merchandise and which is secured
     by documents evidencing title to, possession of, or
     a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the
     goods, wares or merchandise previously constituting
     the security, provided the security is received by
     the Trustee simultaneously with the creation of the
     creditor relationship with the Company arising from
     the making, drawing, negotiating or incurring of the
     draft, bill of exchange, acceptance or obligation;

     (13) the term "Company" means any obligor upon the
     Securities; and

     (14) the term "Federal Bankruptcy Act" means the
     Bankruptcy Code or Title 11 of the United States
     Code.

SECTION 614.   Authenticating Agents

     From time to time the Trustee, with the prior
written approval of the Company, may appoint one or more
Authenticating Agents with respect to one or more series
of Securities with power to act on the Trustee's behalf
and subject to its direction in the authentication and
delivery of Securities of such series issued upon
original issuance and upon exchange, registration of
transfer or partial redemption thereof or in connection
with transfers and exchanges under Sections 304, 305,
306, 307, 308 and ll07 as fully to all intents and
purposes as though the Authenticating Agent had been
expressly authorized by those Sections of this Indenture
to authenticate and deliver Securities of such series.
For all purposes of this Indenture, the authentication
and delivery of Securities by an Authenticating Agent
pursuant to this Section 614 shall be deemed to be
authentication and delivery of such Securities "by the
Trustee".  Each such Authenticating Agent shall be
acceptable to the Company and shall at all times be a
corporation organized and doing business under the laws
of the United States, any State thereof or the District
of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to
supervision or examination by Federal, State or District
of Columbia authority.  If such corporation publishes
reports of condition at least annually pursuant to law or
the requirements of such authority, then for the purposes
of this Section 614 the combined capital and surplus of
such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent
report of condition so published.  If at any time an
Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 614, such
Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section 614.

     Any corporation into which any Authenticating Agent
may be merged or with which it may be consolidated, or
any corporation resulting from, any merger or
consolidation or to which any Authenticating Agent shall
be a party, or any corporation succeeding to the
corporate trust business of any Authenticating Agent,
shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise
eligible under this Section 614, without the execution or
filing of any paper or any further act on the part of the
parties hereto or the Authenticating Agent or such
successor corporation.

     An Authenticating Agent may resign at any time by
giving written notice of resignation to the Trustee and
to the Company. The Trustee may at any time terminate the
agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to
the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under
this Section 614, the Trustee may appoint a successor
Authenticating Agent with the prior written approval of
the Company and shall mail notice of such appointment to
all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, as the names
and addresses of such Holders appear on the Security
Register.  Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally
named as an Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 614.

     The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its
services under this Section 614 as may be agreed in a
separate writing among the Company, the Trustee and such
Authenticating Agent, and the Trustee shall be entitled
to be reimbursed for such payments pursuant to Section
607.

     If an appointment with respect to one or more series
of Securities is made pursuant to this Section 614, the
Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication,
an alternate certificate of authentication in the
following form:

     This is one of the Securities of the series
designated herein referred to in the within mentioned
Indenture.

                    IBJ Whitehall Bank & Trust Company,
                      as Trustee

                    
                      as Authenticating Agent

Dated:__________         By:
                         Authorized Signatory





                       ARTICLE VII

   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   Company to Furnish Trustee Names and
               Addresses of Holders

     The Company will furnish or cause to be furnished to
the Trustee with respect to the Registered Securities of
each series

          (a)  semi-annually, not later than 15 days
after each Regular Record Date, or, in the case of any
series of Registered Securities on which semi-annual
interest is not payable, not more than 15 days after such
semi-annual dates as may be specified by the Trustee, a
list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders as of such
Regular Record Date or semi-annual date, as the case may
be, and

          (b)  at such other times as the Trustee may
request in writing, within 30 days after the receipt by
the Company of any such request, a list of similar form
and content as of a date not more than 15 days prior to
the time such list is furnished;

provided, however, that if and so long as the Trustee is
Security Exchange Agent/Registrar for any series of
Registered Securities, no such list shall be required to
be furnished with respect to any such series.

SECTION 702.   Preservation of Information;
Communications to Holders

          The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list
furnished to the Trustee as provided in Section 701 and
the names and addresses of Holders received by the
Trustee in its capacity as Security Exchange
Agent/Registrar. The Trustee may destroy any list
furnished to it as provided in Section 701 upon receipt
of a new list so furnished.

SECTION 703.   Reports by Trustee

          (a)  Within 60 days after the initial Regular
Record Date of each calendar year, commencing in 1999,
the Trustee shall transmit by mail to all Holders of
Securities a brief report dated as of such date, of such
year with respect to any of the following events which
may have occurred within the previous 12 months (but if
no such event has occurred within such period no report
need be transmitted):

     (1)  any change to its eligibility under Section 609
     and its qualifications under Section 608;

     (2)  the creation of or any material change to a
     relationship specified in Section 608;

     (3)  the character and amount of any advances (and
     if the Trustee elects so to state, the circumstances
     surrounding the making thereof) made by the Trustee
     (as such) which remain unpaid on the date of such
     report, and for the reimbursement of which it claims
     or may claim a lien or charge, prior to that of the
     Securities, on any property or funds held or
     collected by it as Trustee, except that the Trustee
     shall not be required (but may elect) to report such
     advances if such advances so remaining unpaid
     aggregate not more than one-half of one percent of
     the principal amount of the Securities outstanding
     on the date of such report;

     (4)  any change to the amount, interest rate and
     maturity date of all other indebtedness owing by the
     Company (or by any other obligor on the Securities)
     to the Trustee in its individual capacity, on the
     date of such report, with a brief description of any
     property held as collateral security therefor,
     except an indebtedness based upon a creditor
     relationship arising in any manner described in
     Sections 613(b)(2), (3), (4) or (6);

     (5)  any change to the property and funds, if any,
     physically in the possession of the Trustee as such
     on the date of such report;

     (6)  any additional issue of Securities which the
     Trustee has not previously reported; and

     (7)  any action taken by the Trustee in the
     performance of its duties hereunder which it has not
     previously reported and which in its opinion
     materially affects the Securities, except action in
     respect of a default, notice of which has been or is
     to be withheld by the Trustee in accordance with
     Section 602.

          (b)  The Trustee shall transmit by mail to all
Holders of Securities a brief report with respect to the
character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the
making thereof) made by the Trustee (as such) since the
date of the last report transmitted pursuant to
subsection (a) of this Section 703 (or if no such report
has yet been so transmitted, since the date of execution
of this instrument) for the reimbursement of which it
claims or may claim a lien or charge, prior to that of
the Securities, on property or funds held or collected by
it as Trustee and which it has not previously reported
pursuant to this Subsection, except that the Trustee
shall not be required (but may elect) to report such
advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the
securities outstanding at such time, such report to be
transmitted within 90 days after such time.

          (c)  A copy of each such report shall, at the
time of such transmission to Holders, be filed by the
Trustee with each U.S. stock exchange upon which any
Securities are listed and with the Company. The Company
will notify the Trustee when any Securities are listed on
any U.S. stock exchange.

SECTION 704.   Reports by Company.

     The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof,
as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such
Act.


                      ARTICLE VIII

    CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

SECTION 801.   Company May Consolidate, Etc., Only on
Certain Terms

     The Company shall not consolidate with or merge with
or into any Person, or convey, transfer or lease its
consolidated properties and assets substantially as an
entirety (in one transaction or in a series of related
transactions) to any Person, or permit any Person to
merge into or consolidate with the Company, unless (i)(x)
the Company will be the surviving or continuing Person or
(y) if other than the Company, the surviving or
continuing Person or purchaser or lessee will be a
corporation incorporated under the laws of the United
States, one of the States thereof or the District of
Columbia or Canada and expressly assumes by supplemental
indenture the Company's obligations under each series of
the Securities then Outstanding and under the Indenture,
(ii) immediately before and after giving effect to such
transaction, no Event of Default and no event which,
after notice or lapse of time or both, would become an
Event of Default, shall have occurred and be continuing,
(iii) the Company or the other surviving or continuing
Person shall continue to have a valid, perfected first
priority interest in the Collateral after giving effect
to such transaction and (iv) the Company shall have
delivered to the Trustee an Officers' Certificate stating
that such consolidation, merger, transfer or lease and
such supplemental indenture (if any) comply with this
Indenture.

SECTION 802.   Successor Corporation to be Substituted

     Upon any consolidation by the Company with or merger
by the Company into any other corporation or any
conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person formed
by such consolidation or into which the Company is merged
or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this
Indenture with the same effect as if such successor
Person had been named as the Company herein, and
thereafter the predecessor entity shall be relieved of
all obligations and covenants under this Indenture and
the Securities.


                       ARTICLE IX

                SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indenture without Consent of
Holders

     Without the consent of any Holders, the Company and
the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following
purposes:

     (1)  to evidence the succession of another entity to
     the Company and the assumption by any such successor
     of the covenants of the Company herein and in the
     Securities;

     (2)  to add to the covenants of the Company for the
     benefit of the Holders of all or any series of
     Securities (and if such covenants are to be for the
     benefit of less than all series of Securities,
     stating that such covenants are expressly being
     included solely for the benefit of such series) or
     to surrender any right or power herein conferred
     upon the Company;

     (3)  to add any additional Events of Default (and if
     such Events of Default are to be for the benefit of
     less than all series of Securities, stating that
     such Events of Default are expressly being included
     solely for the benefit of such series);

     (4)  to add to or change any of the provisions of
     this Indenture to such extent as shall be necessary
     to permit or facilitate the issuance of Securities
     in bearer form, registrable or not registrable as to
     principal, and with or without interest coupons, or
     to facilitate the issuance of Securities in
     uncertificated form, or to permit or facilitate the
     issuance of extendible Securities;

     (5)  to change or eliminate any of the provisions of
     this Indenture, provided that any such change or
     elimination shall become effective only as to the
     Securities of any series created by such
     supplemental indenture and Securities of any series
     subsequently created to which such change or elimi
     nation is made applicable by the subsequent
     supplemental indenture creating such series;

     (6)  to secure the Securities pursuant to the
     requirements of Section 1004 or otherwise;

     (7)  to establish the form or terms of Securities of
     any series as permitted by Sections 201 and 301;

     (8)  to evidence and provide for the acceptance of
     appointment hereunder by a successor Trustee with
     respect to the Securities of one or more series and
     to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or
     facilitate the administration of the trusts
     hereunder by more than one Trustee, pursuant to the
     requirements of Section 611(b);

     (9)  to provide for any rights of the Holders of
     Securities of any series to require the repurchase
     of Securities of such series by the Company;

     (10) to modify the restrictive legends set forth on
     the face of the form of Security in Section 202 or
     as are otherwise set forth pursuant to Section 201
     and 301, or modify the form of certificate set forth
     in Section 311; provided, however, that any such
     modification shall not materially and adversely
     affect the interest of the Holders of the
     Securities;

     (11) to amend this Indenture to conform to the
     provisions of the Trust Indenture Act as in effect
     at the time of the execution of such supplemental
     indenture;

     (12) to cure any ambiguity, omission or defect, to
     correct or supplement any provision herein which may
     be inconsistent with any other provision herein, or
     to make any other provisions with respect to matters
     or questions arising under this Indenture, provided
     such action shall not materially and adversely
     affect the interests of the Holders of Securities of
     any series; or

     (13) to modify, alter, amend or supplement this
     Indenture in any other respect which is not
     materially adverse to Holders, which does not
     involve a change described in clauses (1), (2) or
     (3) of Section 902 hereof and which, in the judgment
     of the Trustee, is not to the prejudice of the
     Trustee, or in order to provide for the duties,
     responsibilities and compensation of the Trustee as
     a transfer agent in the event one registered
     Security of any series is issued in the aggregate
     principal amount of all outstanding Securities of
     such series in which Holders will hold an interest.

SECTION 902.   Supplemental Indentures with Consent of
Holders

     With the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding
Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by
or pursuant to a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights
of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

     (1)  change the Stated Maturity of the principal of,
     or any installment of principal of or interest, if
     any, on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon, or
     reduce any premium payable upon the redemption
     thereof, or reduce the amount of the principal of an
     Original Issue Discount Security that would be due
     and payable upon a declaration of acceleration of
     the maturity thereof pursuant to Section 502, or
     change any Place of Payment where, or the coin or
     currency in which, any Security or any premium or
     the interest thereon is payable, or impair the right
     to institute suit for the enforcement of any such
     payment on or after the Stated Maturity thereof (or,
     in the case of redemption, on or after the Re
     demption Date), or

     (2)  reduce the percentage in principal amount of
     the outstanding Securities of any series, the
     consent of whose Holders is required for any such
     supplemental indenture, or the consent of whose
     Holders is required for any waiver of compliance
     with certain provisions of this Indenture or certain
     defaults hereunder and their consequences provided
     for in this Indenture, or

     (3)   modify any of the provisions of this Section
     902, Section 513 or Section 1012, except to increase
     any such percentage or to provide that certain other
     provisions of this Indenture cannot be modified or
     waived without the consent of the Holder of each
     Outstanding Security affected thereby, provided,
     however, that this clause shall not be deemed to
     require the consent of any Holder with respect to
     changes in the references to "the Trustee" and
     concomitant changes in this Section 902, or the
     deletion of this proviso, in accordance with the
     requirements of Sections 611(b) and 901(8).

A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series
with respect to such covenant or other provision, shall
be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders
under this Section 902 to approve the particular form of
any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance
thereof.

SECTION 903.   Execution of Supplemental Indentures
     In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or
otherwise.

SECTION 904.   Effect of Supplemental Indentures

     Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound
thereby.

SECTION 905.   Conformity with Trust Indenture Act

     Every supplemental indenture executed pursuant to
this Article shall, if so required by the Trust Indenture
Act, conform to the requirements of the Trust Indenture
Act as then in effect.

SECTION 906.   Reference in Securities to Supplemental
Indentures

     Securities of any series authenticated and delivered
after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company,
to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered
by the Trustee in exchange for Outstanding Securities of
such series.


                       ARTICLE X

                       COVENANTS

SECTION 1001.  Payment of Principal, Premium, if any, and
Interest

     The Company covenants and agrees for the benefit of
each series of Securities that it will duly and
punctually pay the principal of (and premium, if any) and
interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture. An
installment of principal of or interest on the Securities
of a series shall be considered paid on the date it is
due if the Trustee or Paying Agent holds at 11:00 a.m.
New York City Time on that date money deposited by the
Company in immediately available funds and designated
for, and sufficient to pay, the installment in full.

     Neither the Company nor any agent of the Company
(including but not limited to the Paying Agent) will have
any responsibility or liability for any aspect relating
to payments made or to be made by the Depositary to DTC
in respect of the Global Securities of a series or the
beneficial interests therein, subject only to limited
indemnification rights of the Depository.  None of the
Company, the Trustee, the Paying Agent, the Depositary or
any agent of any of the foregoing will have any
responsibility or liability for any aspect relating to
payments made or to be made by DTC on account of a
Participant's or Indirect Participant's ownership of a
beneficial interest in a Global Security or for
maintaining, supervising or reviewing any records
relating to a Participant's interests in such Global
Security.

SECTION 1002.  Maintenance of Office or Agency

     The Company will maintain in the Borough of
Manhattan, The City of New York, an office or agency
where Securities of any series may be presented or
surrendered for payment, and where notices and demands to
or upon the Company in respect of the Securities of such
series and this Indenture may be served and an office or
agency of a Security Exchange Agent/Registrar in such
Place of Payment where Securities may be surrendered for
registration of transfer or exchange.  The Company will
give prompt written notice to the Trustee of the
location, and any change in the location, of any such
office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, all
such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the
Trustee and the Company hereby appoints the Paying Agent
as its agent to receive all such presentations,
surrenders, notices and demands.  In the event any such
notice or demands are so made or served on the Paying
Agent, the Paying Agent shall promptly forward copies
thereof to the Company and the Trustee.

     The Company may also from time to time designate one
or more other offices or agencies (in or outside of such
Place of Payment) where the Securities of one or more
series and any appurtenant coupons may be presented or
surrendered for any or all of such purposes, and may from
time to time rescind such designations; provided,
however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for
any series of Securities for such purposes. The Company
will give prompt written notice to the Trustee of any
such designation and any change in the location of any
such other office or agency.

SECTION 1003.  Money for Securities Payments to Be Held
in Trust

     If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities, it
will, on or before each due date of the principal of (and
premium, if any) or interest, if any, on any of the
Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or
interest, if any, so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of
its action or failure so to act.

     Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, no later
than 10:00 a.m. New York City Time, on each due date of
the principal of (and premium, if any) or interest, if
any, on any Securities of that series, deposit with a
Paying Agent a sum in immediately available funds
sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled thereto.

     The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute
and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 1003, that such Paying Agent
will:

     (1)  hold all sums held by it for the payment of the
     principal of (and premium, if any) or interest, if
     any, on Securities of that series in trust for the
     benefit of the Persons entitled thereto until such
     sums shall be paid to such Persons or otherwise
     disposed of as herein provided;

     (2)   give the Trustee notice of any default by the
     Company (or any other obligor upon the Securities of
     that series) in the making of any payment of
     principal (and premium, if any) or interest, if any,
     on the Securities of that series; and

     (3)   at any time during the continuance of any such
     default, upon the written request of the Trustee,
     forthwith pay to the Trustee all sums so held in
     trust by such Paying Agent.

     The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by the Company
or by any Paying Agent to the Trustee, the Company or
such Paying Agent, as the case may be, shall be released
from all further liability with respect to such money.

     Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the
payment of the principal of (and premium, if any) or
interest, if any, on any Security of any series and
remaining unclaimed for two years after such principal
(and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request,
or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.

SECTION 1004.  Limitation on Liens

     If this covenant shall be made applicable to the
Securities of a particular series, (i) prior to the
Effective Date, the Company will not issue, assume or
guarantee any Indebtedness secured by a Lien upon any of
its property or assets, except for the Lien of this
Indenture and to the extent provided in the Escrow
Agreement, and (ii) each of the Company and any
Significant Subsidiary will not issue, assume or
guarantee any Indebtedness secured by a Lien upon any
property or assets (other than cash or cash equivalents)
of the Company or such Significant Subsidiary, as applica
ble, without effectively providing that the Outstanding
Securities (together with, if the Company so determines,
any other indebtedness or obligation then existing or
thereafter created ranking equally with such Securities)
shall be secured equally and ratably with (or prior to)
such Indebtedness so long as such Indebtedness shall be
so secured. The foregoing restriction on Liens from and
after the Effective Date will not, however, apply to:

          (a)  Liens in existence on the date of original
     issue of such series of Securities;

          (b)   any Lien created or arising over any
     property which is acquired, constructed or created
     by the Company or any of its Significant
     Subsidiaries, but only if (A) such Lien secures only
     principal amounts (not exceeding the cost of such
     acquisition, construction or creation) raised for
     the purposes of such acquisition, construction or
     creation, together with any costs, expenses,
     interest and fees incurred in relation thereto or a
     guarantee given in respect thereof, (B) such Lien is
     created or arises on or before 180 days after the
     completion of such acquisition, construction or
     creation and (C) such Lien is confined solely to the
     property so acquired, constructed or created;

          (c)   any Lien securing amounts not more than
     180 days overdue or otherwise being contested in
     good faith;

          (d)   (i) rights of financial institutions to
     offset credit balances in connection with the
     operation of cash management programs established
     for the benefit of the Company and/or a Significant
     Subsidiary or in connection with the issuance of
     letters of credit for the benefit of the Company
     and/or a Significant Subsidiary; (ii) any Lien
     securing indebtedness of the Company and/or a
     Significant Subsidiary incurred in connection with
     the financing of accounts receivable; (iii) any Lien
     incurred or deposits made in the ordinary course of
     business, including, but not limited to, (A) any
     mechanics', materialmen's, carriers', workmen's,
     vendors' or other like Liens and (B) any Liens
     securing amounts in connection with workers'
     compensation, unemployment insurance and other types
     of social security; (iv) any Lien upon specific
     items of inventory or other goods and proceeds of
     the Company and/or a Significant Subsidiary securing
     obligations of the Company and/or a Significant
     Subsidiary in respect of bankers' acceptances issued
     or created for the account of such person to
     facilitate the purchase, shipment or storage of such
     inventory or other goods; (v) any Lien incurred or
     deposits made securing the performance of tenders,
     bids, leases, trade contracts (other than for
     borrowed money), statutory obligations, surety
     bonds, appeal bonds, government contracts,
     performance bonds, return-of-money bonds, letters of
     credit not securing borrowings and other obligations
     of like nature incurred in the ordinary course of
     business; (vi) any Lien created by the Company or a
     Significant Subsidiary under or in connection with
     or arising out of any transactions or arrangements
     entered into in connection with hedging or
     management of risks relating to the electricity
     industry or natural gas distribution industry; (vii)
     any Lien constituted by a right of set off or right
     over a margin call account or any form of cash or
     cash collateral or any similar arrangement for
     obligations incurred in respect of Currency,
     Interest Rate or Commodity Agreements; (viii) any
     Lien arising out of title retention or like
     provisions in connection with the purchase of goods
     and equipment in the ordinary course of business;
     (ix) any Lien securing reimbursement obligations
     under letters of credit, guaranties and other forms
     of credit enhancement given in connection with the
     purchase of goods and equipment in the ordinary
     course of business; and (x) any Lien securing
     obligations under Currency, Interest Rate or
     Commodity Agreements;

          (e)   Liens in favor of the Company or a
     Subsidiary;

          (f)   (i) Liens on any property or assets
     acquired from an entity which is merged with or into
     the Company or a Significant Subsidiary, or any
     Liens on the property or assets of any corporation,
     limited liability company or other entity existing
     at the time such corporation,  limited liability com
     pany or other entity becomes a Subsidiary of the
     Company and, in either such case, is not created in
     anticipation of any such transaction (unless such
     Lien is created to secure or provide for the payment
     of any part of the purchase price of such entity);
     (ii) any Lien on any property or assets existing at
     the time of acquisition thereof and which is not
     created in anticipation of such acquisition (unless
     such Lien was created to secure or provide for the
     payment of any part of the purchase price of such
     property or assets); and (iii) any Lien created or
     outstanding on or over any asset of any company
     which becomes a Significant Subsidiary on or after
     the date of the issuance of such Securities where
     such Lien is created prior to the date on which such
     company becomes a Significant Subsidiary;

          (g)   (i) Liens required by any contract,
     statute or regulation in order to permit the Company
     or a Significant Subsidiary to perform any contract
     or subcontract made by it with or at the request of
     a governmental entity or any department, agency or
     instrumentality thereof, or to secure partial,
     progress, advance or any other payments by the
     Company or a Significant Subsidiary to such
     governmental unit pursuant to the provisions of any
     contract, statute or regulation; (ii) any Lien
     securing industrial revenue, development, pollution
     control or similar bonds issued by or for the
     benefit of the Company or a Significant Subsidiary,
     provided that such industrial revenue, development,
     pollution control or similar bonds do not provide
     recourse generally to the Company and/or such
     Significant Subsidiary; and (iii) any Lien securing
     taxes or assessments or other applicable
     governmental charges or levies;

          (h)   (i) any Lien which arises pursuant to any
     order of attachment distraint or similar legal
     process arising in connection with court proceedings
     and any Lien which secures the reimbursement
     obligation for any bond obtained in connection with
     an appeal taken in any court proceeding, so long as
     the execution or other enforcement of such Lien
     arising pursuant to such legal process is
     effectively stayed and the claims secured thereby
     are being contested in good faith and, if
     appropriate, by appropriate legal proceedings, and
     any Lien in favor of a plaintiff or defendant in any
     action before a court or tribunal as security for
     costs and/or other expenses; and (ii) any Lien
     arising by operation of law or by order of a court
     or tribunal or any Lien arising by an agreement of
     similar effect, including but not limited to judg
     ment Liens;

          (i)  any extension, renewal or replacement (or
     successive extensions, renewals or replacements), as
     a whole or in part, of any Liens referred to in the
     foregoing clauses, for amounts not exceeding the
     principal amount of the Indebtedness secured by the
     Lien so extended, renewed or replaced, provided that
     such extension, renewal or replacement Lien is
     limited to all or a part of the same property or
     assets that were covered by the Lien extended,
     renewed or replaced (plus improvements on such
     property or assets);

          (j)  any Lien created in connection with
     Project Finance Debt;
          (k)  any Lien created by MidAmerican Energy
     that is then permitted to be created under the term
     of MidAmerican Energy=s then existing mortgages and
     indentures on the terms in effect at the time of
     creation of the Lien;

          (l)  any Lien created in connection with the
     securitization of some or all of the assets of
     MidAmerican Energy and the associated issuance of
     Indebtedness as authorized by applicable state or
     federal law in connection with the restructuring of
     jurisdictional electric or gas businesses; and

          (m)  any Lien on stock created in connection
     with a mandatorily convertible or exchangeable stock
     or debt financing, provided that any such financing
     may not be secured by or otherwise involve the
     creation of a Lien on any capital stock of MHC or
     MidAmerican Energy or any successor thereto.

     Notwithstanding the foregoing, the Company and/or a
Significant Subsidiary may create Liens over any of their
respective property or assets, so long as the aggregate
amount of Indebtedness secured by all such Liens
(excluding therefrom the amount of Indebtedness secured
by Liens set forth in clauses (a) through (m), inclusive,
above) does not exceed 10% of Consolidated Net Tangible
Assets in the aggregate calculated as of the date of
creation of such Liens (based upon the Consolidated Net
Tangible Assets appearing on the most recently available
balance sheet for the most recently concluded calendar
quarter).

     
SECTION 1005.  Limitation on Distributions

     If this covenant shall be made applicable to the
Securities of a particular series, the Company covenants
and agrees that prior to the Effective Date, it shall not
declare, recommend, make or pay any Distribution to any
of its shareholders except to the extent necessary to
consummate the Transactions.  If this covenant shall be
made applicable to the Securities of a particular series,
from and after the Effective Date, the Company covenants
and agrees that, so long as any Securities of that series
remain outstanding, the Company shall not declare,
recommend, make or pay any Distribution to any of its
shareholders unless there exists no Event of Default and
no such Event of Default will result from the making of
such Distribution and either:

     (a)  at the time and as a result of such
Distribution, the Company's Leverage Ratio does not
exceed 0.67:1 and the Company's Interest Coverage Ratio
is not less than 2.2:1; or

     (b)   (if the Company is not in compliance with the
foregoing ratios) at such time its senior secured long-
term debt rating from the Rating Agencies is at least BBB
(or its then equivalent) with S&P and DCR and Baa2 (or
its then equivalent) with Moody's.

          The foregoing restriction on Distributions
shall cease to be in effect if the Rating Agencies
confirm that without the restrictions contained in this
Section 1005 the Company's senior secured long term debt
would still be rated at least BBB+ (or its then
equivalent) from each of S&P and DCR and Baa1 (or its
then equivalent) from Moody's.  If the restriction on
Distributions set forth in this Section 1005 ceases to be
in effect, the Company will be under no obligation to
reinstate such restriction or otherwise observe its terms
in the event such ratings are thereafter lowered or
withdrawn.

          In order to obtain the release of the
restriction on Distributions, the Company shall deliver
to the Trustee written confirmation from each Rating
Agency of the ratings conditions as described in the
preceding paragraph.  Securities of any series which are
entitled to the benefit of this Section 1005 and are
authenticated and delivered after the release of the
restriction on Distributions may, and shall if required
by the Trustee, bear a notation in form approved by the
Trustee as to the current inapplicability of such
restriction.

SECTION 1006.  Limitation on Indebtedness of the Company

     If this covenant shall be made applicable to a
particular series, the Company shall not incur any
Indebtedness other than (a) as part of the Company's
permitted businesses and activities that are described in
Section 1008 hereof or (b) other Indebtedness incurred
subsequent to receipt of written confirmation from the
Rating Agencies that such incurrence would not result in
a Ratings Downgrade.

SECTION 1007.  Limitation on Indebtedness of MHC

     The Company shall not permit MHC to Incur any
Indebtedness other than Indebtedness of MHC outstanding
on the date of original issuance of the Securities under
MHC's agreements then in existence and extensions of such
Indebtedness.
SECTION 1008.  Limitation on Business Activities

     (a)  Prior to the Effective Date, the Company shall
not engage in any business operations other than those in
connection with the issuance of the Securities and the
Transactions, and the Company shall not own any
Investments (other than Temporary Cash Investments,
Investments in Subsidiaries and Investments permitted by
the Escrow Agreement) in any other Person.

     (b)  From and after the Effective Date, the Company
shall not enter into any business operations other than
(w) the transactions contemplated by the Indenture, the
Escrow Agreement, the Registration Rights Agreement and
the Merger Agreement, (x) activities related to the
acquisition, management and ownership of MHC, (y)
entering into and performing any agreements to accomplish
the foregoing and (z) exercising any corporate or other
powers that are incidental to or necessary, suitable or
convenient for the accomplishment of the foregoing;
provided, that the Company may enter into additional
business operations from time to time in the future if,
prior to doing so, it shall have obtained written
confirmation from the Rating Agencies that the entering
into of such new businesses will not result in a Ratings
Downgrade.

     (c)  From and after the Effective Date, the Company
shall cause its Significant Subsidiaries to engage only
in (x) those types of businesses and other activities in
which the Company or any of its direct or indirect
subsidiaries or controlled partnerships or joint ventures
(collectively, "MidAmerican Group") are engaged on the
date hereof (including, without limitation, any
geographic or other expansion of such businesses or
activities) and (y) any other business or activity which
is deemed necessary, useful or desirable in connection
with such existing businesses and activities or any such
permitted additional geographic or other expansions of
such businesses and activities.

SECTION 1009.  Operational Covenants

     (a)  The Company shall, and shall cause its
Significant Subsidiaries to:

          (1)   comply with Project Documents and operate
     and maintain all utility facilities which are
     operated by the Company or any Significant
     Subsidiary in accordance with reasonably prudent
     utility practices;

          (2)   obtain and maintain all necessary
     governmental approvals and other consents and
     approvals required at any time in connection with
     all utility facilities which are operated by the
     Company or any Significant Subsidiary for so long as
     such facilities remain in operation;

          (3)   preserve and maintain good title or valid
     leasehold rights in the real property owned or
     leased by them from time to time and the personal
     property owned by them, from time to time, subject
     only to Liens permitted to exist pursuant to the
     exceptions contained in Section 1004(a)-(m) hereof;

          (4)   comply with all applicable laws and
     governmental approvals;

          (5)   obtain and maintain customary insurance,
     subject to reasonable availability and costs;

          (6)   pay and discharge all material taxes,
     assessments, charges and claims, other than those
     which are the subject of a good faith contest and
     for which adequate reserves have been established;
     and

          (7)   if a casualty or condemnation shall occur
     in respect of facilities which are operated and
     controlled by the Company or its Significant Subsid
     iaries, diligently pursue all rights to
     compensation.

     (b)  The Company and its Significant Subsidiaries
are not required to comply with clauses (1) through (7)
of Section 1009(a) above, in any particular instance if
the failure to comply in such instance would not
reasonably be expected to have a Material Adverse Effect.

SECTION 1010.  Change in Operational Covenants When
               CalEnergy Securities Rated Investment
               Grade and Certain CalEnergy Securities
               Have Been Redeemed

     (a)  In the event that (i) CalEnergy's senior
unsecured long term debt securities (the "Reference
Securities") are rated Baa3 or better by Moody's and BBB-
or better by each of S&P and DCR (or, in any case, if
such person ceases to rate such Reference Securities for
reasons outside the control of the Company, the
equivalent investment grade credit rating from any other
"nationally recognized statistical rating organization"
(within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act) selected by the Company as a replacement
rating agency) (the "Rating Event Date"), (ii) no Event
of Default or event which with notice or passage of time
would constitute an Event of Default shall exist on the
Rating Event Date, and (iii) CalEnergy has redeemed,
repurchased or defeased (by way of covenant defeasance or
other defeasance) all of its 92% Senior Notes due 2006
issued pursuant to the terms of the Indenture, dated as
of September 20, 1996, between CalEnergy and IBJ Schroder
Bank & Trust Company, then Section 1009 of this Indenture
shall be of no further force and effect and shall cease
to apply to the Securities and the failure to comply with
Section 1009 will not constitute a default or Event of
Default under Article V of this Indenture.

     (b)  In the event that subsequent to the Rating
Event Date, the Reference Securities shall thereafter be
rated less than Baa3 by Moody's or less than BBB- by each
of S&P and DCR (or such other rating agency selected by
the Company as provided in Section 1010(a)(i) above),
then the operational covenants contained in Section 1009
of this Indenture shall not be reinstated.

SECTION 1011.  Statement by Officers as to Default

     The Company will give the Trustee notice, in the
form of an Officers' Certificate, of any Event of Default
relating to the Company or of any condition or event
which, with the giving of notice or the lapse of time or
both, would constitute an Event of Default relating to
the Company within five (5) days after the occurrence of
such Event of Default becomes known to the Company, and
of the measures it is taking to remedy such Event of
Default.

     The Company will deliver to the Trustee within 120
days after the end of each fiscal year of the Company an
Officers' Certificate, stating that in the course of the
performance by the signers thereof of their duties as
Officers of the Company they would normally have
knowledge of any default by the Company in the perfor
mance and observance of any of the covenants contained in
the Indenture, stating whether or not the signers have
knowledge of any such default without regard to any
period of grace or requirement of notice and, if so,
specifying each such default of which such signer has
knowledge and the nature thereof.

SECTION 1012.  Modification or Waiver of Certain
Covenants

     The Company may omit in any particular instance to
comply with any term, provision or condition set forth in
this Indenture with respect to the Securities of any
series if before the time for such compliance the Holders
of at least a majority in aggregate principal amount of
the Outstanding Securities of such series shall, by Act
of such Holders, either modify the covenant or waive such
compliance in such instance or generally waive compliance
with such term, provision or condition, provided that no
such modification shall without the consent of each
Holder of Securities of such series (a) change the stated
maturity upon which the principal of or the interest on
the Securities of such series is due and payable, (b)
reduce the principal amount or redemption price thereof
or the rate of interest thereon, (c) change any place of
payment or the currency in which the Securities of such
series or any premium or the interest thereon is payable,
(d) impair the right to institute suit for the
enforcement of any such payment on or after the stated
maturity thereof (or, in the case of redemption, on or
after Redemption Date) or (e) reduce the percentage in
principal amount of the outstanding Securities of such
series, the consent of whose Holders is required for any
waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their
consequences provided for in this Indenture. The
Securities owned by the Company or any of its affiliates
shall be deemed not to be Outstanding for, among other
purposes, consenting to any such modification.

SECTION 1013.  Further Assurances

     The Company and the Trustee shall execute and
deliver all such other documents, instruments and
agreements and do all such other acts and things as may
be reasonably required to enable the Trustee to exercise
and enforce its rights under this Indenture and under the
documents, instruments and agreements required under this
Indenture and to carry out the intent of this Indenture.

SECTION 1014.  Copies Available to Holders

     Copies of this Indenture shall be furnished only to
Holders upon the written request of such holder, without
change, provided that such written request is made to the
Company in accordance with Section 105.

SECTION 1015.  Reports by Company

     Notwithstanding that the Company may not be required
to be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, from and after the date of
effectiveness of any registration statement required to
be filed by the Company pursuant to any Registration
Rights Agreement or otherwise relating to a particular
series of Securities, the Company shall file with the
Commission or cause to be filed with the Commission and
provide copies to the Trustee (and, if the Company is
subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, to the Holders of the
Securities) with the information, documents and other
reports (or copies of such portions of any of the
foregoing as the Commission may by rules and regulations
prescribe) that the Company is (or would be if it were
still so subject) required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act.

     Prior to the date on which the Company becomes
subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act, the Company will
provide, without charge, upon the written request of (x)
a Holder of any Securities or (y) a prospective Holder of
any of the Securities who is a QIB and is designated by
an existing Holder of any of the Securities (in each
case, with a copy to the Trustee), with the information
with respect to the Company required to be delivered
under Rule 144A(d)(4) under the Securities Act to enable
resales of the Securities to be made pursuant to Rule
144A.  The Company shall also comply with the other
provisions of ' 314(a) of the Trust Indenture Act.


                       ARTICLE XI

                REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article

     Securities of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified in or
contemplated by Section 301 for Securities of any series)
in accordance with this Article Eleven.

SECTION 1102.  Election to Redeem; Notice to Trustee

     The election of the Company to redeem any Securities
shall be authorized by a Board Resolution and evidenced
by an Officers' Certificate. In case of any redemption at
the election of the Company of less than all the
Securities of any series, the Company shall, at least 45
days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to
be redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or
elsewhere in this Indenture, or pursuant to an election
by the Company which is subject to a condition specified
in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such
restriction or condition.

SECTION 1103.  Selection by Trustee of Securities to Be
Redeemed

     If less than all the Securities of any series are to
be redeemed, the particular securities to be redeemed
shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection
for redemption of portions equal to the minimum
authorized denomination for Securities of that series (or
any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of
that series.

     Securities shall be excluded from eligibility for
selection for redemption if they are identified by
certificate number in a written statement signed by an
authorized officer of the Company and delivered to the
Security Exchange Agent/Registrar at least 45 days prior
to the Redemption Date as being owned of record and
beneficially by, and not pledged or hypothecated by
either (a) the Company or (b) an entity specifically
identified in such written statement which is an
Affiliate of the Company.

     The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption and, in
the case of any Securities selected for partial redemp
tion, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part,
to the portion of the principal amount of such Securities
which has been or is to be redeemed.

SECTION 1104.  Notice of Redemption

     Notice of redemption shall be given not less than 30
days nor more than 60 days prior to the Redemption Date
to each Holder of Securities to be redeemed in accordance
with Section 106.
     All notices of redemption shall include the CUSIP
number and shall state:

     (1)  the Redemption Date,

     (2)  the Redemption Price,

     (3)  if less than all the Outstanding Securities of
     any series are to be redeemed, the identification
     (and, in the case of partial redemption, the
     principal amounts) of the particular Securities to
     be redeemed,

     (4)  that on the Redemption Date the Redemption
     Price will become due and payable upon each such
     Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after
     said date,

     (5)   the place or places where such Securities are
     to be surrendered for payment of the Redemption
     Price, and

     (6)  that the redemption is for a sinking fund, if
     such is the case.

     Notice of redemption of Securities to be redeemed at
the election of the Company shall be given by the Company
or, at the Company's request, by the Trustee in the name
and at the expense of the Company.

SECTION 1105.  Deposit of Redemption Price

     On or prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003)
an amount of money in same day funds sufficient to pay
the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest
on, all the Securities which are to be redeemed on that
date (to the extent that such amounts are not already on
deposit at such time in accordance with the provisions of
Sections 401, 402 or 1012).

SECTION 1106.  Securities Payable on Redemption Date

     Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless
the Company shall default in the payment of the
Redemption Price and accrued and unpaid interest) such
Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued and unpaid
interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor
Securities, and in the case of Registered Securities,
registered as such at the close of business on the
relevant Record Dates according to their terms and the
provisions of Section 306.

     If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 1107.  Securities Redeemed in Part

     Any Security (including any Global Security) which
is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee upon written
direction shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or
Securities of the same series, of any authorized
denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the
unredeemed portion of the principal of the security so
surrendered; provided, that if a Global Security is
surrendered for partial redemption, no new Global
Security shall be issued but instead the principal amount
of the surrendered Global Security shall be reduced by an
endorsement to Schedule A to such Global Security by the
Security Exchange Agent/Registrar equal to the redeemed
portion of the principal of the Global Security so
surrendered, whereupon such Global Security shall be
delivered to the Depositary; and provided further that
following any such partial redemption the Securities
selected for redemption and any beneficial interests
therein shall not have had their principal amount reduced
below the minimum authorized denomination for Securities
of such series and for any beneficial interests therein.
In the case of a partial redemption of the Global Securi
ties, DTC (and, in turn, its Participants) shall have the
responsibility to select the interests in such Global
Securities to be redeemed in accordance with Applicable
Procedures.

                      ARTICLE XII

                     SINKING FUNDS

SECTION 1201.  Applicability of Article

     The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by
Section 301 for Securities of such series.

     The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is
herein referred to as a "mandatory sinking fund payment",
and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein
referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 1202. Each
sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms
of Securities of such series.

SECTION 1202.  Satisfaction of Sinking Fund Payments with
Securities

     In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of
Securities in cash, the Company may at its option (a)
deliver to the Trustee Securities of such series
theretofore purchased or otherwise acquired (except upon
redemption pursuant to the mandatory sinking fund) by the
Company or receive credit for Securities of such series
(not previously so credited) theretofore purchased or
otherwise acquired (except as aforesaid) by the Company
and delivered to the Trustee for cancellation pursuant to
Section 311, (b) receive credit for optional sinking fund
payments (not previously so credited) made pursuant to
this Section 1202, or (c) receive credit for Securities
of such series (not previously so credited) redeemed by
the Company through any optional redemption provision
contained in the terms of such series. Securities so
delivered or credited shall be received or credited by
the Trustee at the sinking fund Redemption Price
specified in such Securities.

SECTION 1203.  Redemption of Securities for Sinking Fund

     Not less than 30 days prior to each sinking fund
payment date for any series of Securities, the Company
will deliver to the Trustee an Officers' Certificate
specifying (a) the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of
that series, (b) whether or not the Company intends to
exercise its right, if any, to make an optional sinking
fund payment with respect to such series on the next
ensuing sinking fund payment date and, if so, the amount
of such optional sinking fund payment, and (c) the
portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is
to be satisfied by delivering and crediting Securities of
that series pursuant to Section 1202, and will also
deliver to the Trustee any Securities to be so delivered.
Such written statement shall be irrevocable and upon its
receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments
or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. Failure of the
Company, on or before any such 30th day, to deliver such
written statement and Securities specified in this
paragraph, if any, shall not constitute a default but
shall constitute, on and as of such date, the irrevocable
election of the Company (i) that the mandatory sinking
fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash
without the option to deliver or credit Securities of
such series in respect therefor and (ii) that the Company
will make no optional sinking fund payment with respect
to such series as provided in this Section 1203.

     Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section
1104. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in
the manner stated in Sections 1105, 1106 and 1107.

     The Trustee shall not redeem or cause to be redeemed
any Security of a series with sinking fund moneys or mail
any notice of redemption of Securities of such series by
operation of the sinking fund during the continuance of a
default in payment of interest with respect to Securities
of that series or an Event of Default with respect to the
Securities of that series except that, where the mailing
of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or
cause to be redeemed such Securities, provided that it
shall have received from the Company a sum sufficient for
such redemption. Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such
default or Event of Default shall occur, and any moneys
thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be
deemed to have been collected under Article Five and held
for the payment of all such Securities. In case such
Event of Default shall have been waived as provided in
Section 513 or the default or Event of Default cured on
or before the 30th day preceding the sinking fund payment
date, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with
this Section 1203 to the redemption of such Securities.


                      ARTICLE XIII

           MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.  Purposes of Meeting

     A meeting of the Holders may be called at any time
from time to time pursuant to this Article Thirteen for
any of the following purposes:

     (1)  to give any notice to the Company and to the
     Trustee, or to consent to the waiving of any default
     hereunder and its consequences, or to take any other
     action authorized to be taken by Holders pursuant to
     Article Nine hereof;

     (2)  to remove the Trustee and appoint a successor
     trustee pursuant to Article Six hereof;

     (3)  to consent to the execution of an indenture
     supplemental hereto pursuant to Section 902 hereof.

SECTION 1302.  Place of Meetings

          (a)  The Trustee may at any time (upon not less
than 21 days' notice) call a meeting of Holders to be
held at such time and at such place in the location
determined by the Trustee pursuant to this Section 1302.
Notice of every meeting of Holders, setting forth the
time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be
mailed to each Holder and published in the manner
contemplated by Section 106 hereof.

          (b)  In case at any time the Company or the
Holders of at least an aggregate principal amount of the
Securities sufficient to take action requested in such
notice, shall have requested the Trustee to call a
meeting of the Holders, by written request setting forth
in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the
first giving of the notice of such meeting within 20 days
after receipt of such request, then the Company or the
Holders in the amount above specified may determine the
time (not less than 21 days after notice is given) and
the place in the location determined by the Company or
the Holders pursuant to this Section 1302 for such
meeting and may call such meeting to take any action
authorized in Section 1301 hereof by giving notice
thereof as provided in Section 1302(a) hereof.

SECTION 1303.  Voting at Meetings

     To be entitled to vote at any meeting of Holders, a
Person shall be (i) a Holder or (ii) a Person appointed
by an instrument in writing as proxy for a Holder or
Holders by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons so entitled to
vote at such meeting and their counsel, any
representatives of the Trustee and its counsel, and any
representatives of the Company and its counsel.

SECTION 1304.  Voting Rights, Conducts and Adjournment

          (a)  Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of
Holders in regard to proof of the holding of Securities
of a series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of
votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and
such other matters concerning the conduct of the meeting
as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the
holding of Securities of a series shall be proved in the
manner specified in Article Two hereof and the
appointment of any proxy shall be proved in such manner
as is deemed appropriate by the Trustee or by having the
signature of the person executing the proxy witnessed or
guaranteed by any bank, banker or trust company
customarily authorized to certify to the holding of a
security such as a Global Note.

          (b)  At any meeting of Holders, the
representative of Persons holding or representing
Securities of a series in an aggregate principal amount
sufficient under the appropriate provision of this
Indenture to take action upon the business for the
transaction of which such meeting was called shall
constitute a quorum. Any meetings of Holders duly called
pursuant to Section 1303 hereof may be adjourned from
time to time by vote of the Holders (or proxies for the
Holders) of a majority of the Securities of a series
represented at the meeting and entitled to vote, whether
or not a quorum shall be present; and the meeting may be
held as so adjourned without further notice. No action at
a meeting of Holders shall be effective unless approved
by Persons holding or representing Securities of a series
in the aggregate principal amount required by the
provision of this Indenture pursuant to which such action
is being taken.

          (c)  At any meeting of Holders, each Holder or
proxy shall be entitled to one vote for each $1,000
principal amount of outstanding Securities of a series
held or represented.

SECTION 1305.  Revocation of Consent by Holders

     At any time prior to (but not after) the evidencing
to the Trustee of the taking of any action at a meeting
of Holders by the Holders of the percentage in aggregate
principal amount of the Securities specified in this
Indenture in connection with such action, any Holder of a
Security the serial number of which is included in the
Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at
its principal corporate trust office and upon proof of
holding as provided herein, revoke such consent so far as
concerns such Securities. Except as aforesaid any such
consent given by the Holder of any Securities shall be
conclusive and binding upon such Holder and upon all
future Holders and owners of such Securities and of any
Securities issued in exchange therefore, in lieu thereof
or upon transfer thereof, irrespective of whether or not
any notation in regard thereto is made upon such
Securities. Any action taken by the Holders of the
percentage in aggregate principal amount of the Holders
specified in this Indenture in connection with such
action shall be conclusively binding upon the Company,
the Trustee and the Holders of all the Securities.

                      ARTICLE XIV

           SECURITY AND PLEDGE OF COLLATERAL

     SECTION 1401.  Grant of Security Interest.  (a) To
secure the full and punctual payment when due and the
full and punctual performance of all of the obligations
under the Securities and this Indenture (the
"Obligations"), the Company hereby grants to the Trustee,
for the benefit of the Trustee and the Holders, a
security interest in all of its right, title and interest
in and to the following, whether now owned or hereafter
acquired or arising (the "MAVH Inc. Collateral"):

          (i)  all shares of the stock of MAVH Inc., an
     Iowa corporation and all shares of stock of MHC
     Inc., an Iowa corporation ("MHC Inc.") (collec
     tively, the "MAVH Inc. Pledged Shares");

          (ii)      all certificates representing any of
     the foregoing; and

          (iii)     all dividends, cash, instruments and
     other property and proceeds from time to time
     received, receivable or otherwise distributed in
     respect of or in exchange for any of the foregoing
     including, in any event, all shares of stock in MHC
     Inc. received in exchange for shares of stock in
     MAVH Inc. as a result of the MidAmerican Merger.

          (b)  The MAVH Inc. Collateral is also referred
to hereinafter as the "Collateral" and the MAVH Inc.
Pledged Shares are also referred to hereinafter as the
"Pledged Shares."

          (c)  The foregoing security interest with
respect to dividends or distributions in respect of the
MAVH Inc. Pledged Shares shall be released in accordance
with the provisions of Section 1405(a) hereof.

     SECTION 1402.  Delivery of Collateral.  Any and all
certificates or instruments representing or evidencing
the Collateral shall be delivered to and held by or on
behalf of the Trustee and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank,
all in form and substance satisfactory to the Trustee.
The Trustee shall have the right, at any time after the
occurrence and during the continuance of an Event of
Default, in its discretion and without notice to the
Company, to transfer to or to register in the name of the
Trustee or any of its nominees any or all of the
Collateral.  In addition, the Trustee shall have the
right at any time to exchange certificates or instruments
representing or evidencing Collateral for certificates or
instruments of different denominations.

     SECTION 1403.  Representations and Warranties.  The
Company hereby represents and warrants on the date of
original issuance of Securities under this Indenture and
upon each date the Company acquires any rights in
property that constitutes "Collateral" hereunder as
follows:
          (a)  It is the record and beneficial owner of
the MAVH Inc. Pledged Shares described on Schedule I,
free and clear of any Lien, except for the Lien created
by this Indenture; and effective as of the MidAmerican
Merger the Company will be the record and beneficial
owner of the MHC Inc. Pledged Shares described on
Schedule I as revised pursuant to Section 1404(ii), free
and clear of any Lien, except for the Lien created by
this Indenture.

          (b)  It has full corporate power, authority and
legal right to pledge all the Collateral pledged by it
pursuant to this Indenture.

          (c)  The MAVH Inc. Pledged Shares described on
Schedule I have been, and all shares of stock of MHC Inc.
that will be described on Schedule I as revised pursuant
to Section 1404(ii) will be, duly authorized and are
validly issued, fully paid and non-assessable.

          (d)  The pledge in accordance with the terms of
this Indenture creates a valid and perfected first
priority Lien on the MAVH Inc. Collateral and, at the
time of the MidAmerican Merger, will create a valid and
perfected first priority Lien on all shares of stock of
MHC Inc. identified on Schedule I after revised in
accordance with Section 1404(ii), in each case securing
the payment and performance of the obligations of the
Company under this Indenture and the Securities.

          (e)  The shares described in Schedule I hereto
represent 100% of the shares of MAVH Inc. Common Stock
owned by the Company on the date of this Indenture.

          (f)  The number of shares of stock of MHC Inc.
that will be described in Schedule I as revised pursuant
to Section 1404(ii) will at the time of the MidAmerican
Merger represent 100% of the shares of MHC Inc. stock
owned by the Company on the date of the MidAmerican
Merger and at such time MHC Inc. will be a wholly owned
subsidiary of the Company.

          (g)  The chief executive office of the Company
is located (i) prior to the MidAmerican Merger, at 302
South 36th Street, Suite 400, Omaha, Nebraska 68131 and
(ii) on and after the MidAmerican Merger, at 666 Grand
Avenue, Des Moines, Iowa 50303.

     SECTION 1404.  Further Assurances.  The Company
agrees that at any time and from time to time, at the
expense of the Company, the Company will promptly execute
and deliver all further instruments and documents and
take all further action that may be necessary or that the
Trustee may reasonably request in order to perfect and
protect any Lien granted or purported to be granted
hereby or to enable the Trustee to exercise and enforce
its rights and remedies in accordance with the terms
hereof with respect to any Collateral.  Without limiting
the foregoing, the Company shall:  (i) prior to the
MidAmerican Merger, promptly following the issuance by
MAVH Inc. of any shares of MAVH Inc. stock after the date
of original issuance of Securities under this Indenture,
deliver all certificates evidencing such shares to the
Trustee as MAVH Inc. Collateral and provide to the
Trustee a revised Schedule I, (ii) upon consummation of
the MidAmerican Merger, deliver to the Trustee all
certificates evidencing shares of stock of MHC Inc. and
provide to the Trustee a revised Schedule I and (iii) not
establish a new chief executive office (except as
contemplated by Section 1403(g)) until it has given the
Trustee at least 30 days' prior written notice of its
intention to do so, clearly describing in such notice the
intended new location of its chief executive office and
providing such other information as the Trustee may
reasonably request.  Any revised Schedule I furnished
pursuant to clause (i) or (ii) shall reflect any changes
made necessary by the applicable acquisition or release,
at which time the Company shall be deemed to make the
applicable representations and warranties set forth in
paragraphs (a)-(d) and (f) of Section 1403 with respect
to such Schedule I, as so revised.

     SECTION 1405.  Dividends; Voting Rights.  (a)
Notwithstanding any other provision of this Agreement, so
long as no Event of Default has occurred and is
continuing, all the Liens created hereunder in respect of
any dividends or distributions in respect of the Pledged
Securities shall be released upon the payment of such
dividends or distributions and, upon such payment, such
dividends or distributions shall cease to be MAVH Inc.
Collateral and/or Collateral, as the case may be.

          (b)  Upon the occurrence and during the
continuance of an Event of Default and upon written
notice thereof from the Trustee to the Company, the
Trustee shall be entitled to receive and retain as
Collateral all dividends paid and distributions made in
respect of the Pledged Shares, whether so paid or made
before or after any Event of Default.  Any such dividends
shall, if received by the Company, be received in trust
for the benefit of the Trustee, be segregated from the
other property or funds of the Company and be forthwith
delivered to the Trustee as Collateral in the same form
as so received (with any necessary endorsement).

          (c)  As long as no Event of Default shall have
occurred and be continuing and until written notice
thereof from the Trustee to the Company, the Company
shall be entitled to receive all dividends and other
distributions and to exercise any and all voting and
other consensual rights relating to Pledged Shares or any
part thereof for any purpose; provided, however, that no
vote shall be cast, and no consent, waiver or
ratification given or action taken, which would be
inconsistent with or violate any provision of this
Indenture or the Securities.

          (d)  Upon the occurrence and during the
continuance of an Event of Default, all rights of the
Company to exercise the voting and other consensual
rights that it would otherwise be entitled to exercise
pursuant to Section 1405(c) shall cease upon notice from
the Trustee to the Company and upon the giving of such
notice all such rights shall thereupon be vested in the
Trustee who shall thereupon have the sole right to
exercise such voting and other consensual rights during
the continuance of such Event of Default; provided that
such rights shall revert to the Company when such Event
of Default is cured or otherwise ceases to exist.

          (e)  In order to permit the Trustee to exercise
the voting and other consensual rights which it may be
entitled to exercise pursuant to Section 1405(d), and to
receive all dividends and distributions which it may be
entitled to receive under Section 1405(b), the Company
shall, if necessary, upon written notice of the Trustee,
from time to time execute and deliver to the Trustee such
instruments as the Trustee may reasonably request.

          SECTION 1406.  Trustee Appointed Attorney-in-
Fact.  The Company hereby appoints the Trustee as the
Company's attorney-in-fact, with full authority in the
place and stead of the Company and in the name of the
Company or otherwise, from time to time in the Trustee's
discretion but only after the occurrence and during the
continuance of an Event of Default, to take any action
and to execute any instrument which the Trustee may deem
necessary or advisable in order to accomplish the
purposes of this Article XIV, including to receive,
endorse and collect all instruments made payable to the
Company representing any dividend, interest payment or
other distribution in respect of the Collateral or any
part thereof and to give full discharge for the same.
This power, being coupled with an interest, is
irrevocable.

          SECTION 1407.  Trustee May Perform.  If the
Company fails to perform any agreement contained in this
Article XIV, the Trustee may itself perform, or cause
performance of, such agreement, and the expenses of the
Trustee incurred in connection therewith shall be payable
by the Company under Section 607.

          SECTION 1408.  Trustee's Duties.  The powers
conferred on the Trustee under this Article XIV are
solely to protect its interest in the Collateral and
shall not impose any duty upon it to exercise any such
powers.  Except for the safe custody of any Collateral in
its possession and the accounting for moneys and
Collateral actually received by it hereunder, the Trustee
shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any
Collateral.

          SECTION 1409.  Remedies upon Event of Default.
If any Event of Default shall have occurred and be
continuing, the Trustee may exercise in respect of the
Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, all the
rights and remedies provided a secured party upon the
default of a debtor under the Uniform Commercial Code at
that time, and the Trustee may also, with notice as
specified below, sell the Collateral or any part thereof
in one or more parcels at public or private sale, at any
exchange, broker's board or at any of the Trustee's
offices or elsewhere, for cash, on credit or for future
delivery, upon such terms as the Trustee may determine to
be commercially reasonable.  The Trustee agrees to
provide at least 10 days' written notice to the Company
of the time and place of any public sale or the time
after which any private sale is to be made and such
notice shall constitute reasonable notification.  The
Trustee shall not be obligated to make any sale of
Collateral regardless of notice of sale having been
given.  The Trustee may adjourn any public or private
sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so
adjourned and notified at that time.  The Trustee shall
incur no liability as a result of the sale of the
Collateral, or any part thereof, at any private sale
conducted in a commercially reasonable manner.  If so
sold, the Company hereby waives any claims against the
Trustee arising by reason of the fact that the price at
which any Collateral may have been sold at such a private
sale was less than the price which might have been
obtained at a public sale, even if the Trustee accepts
the first offer received and does not offer such
Collateral to more than one offeree.

          The Company recognizes that, by reason of
certain prohibitions contained in the Securities Act and
applicable state securities laws, the Trustee may be
compelled, with respect to any sale of all or any part of
the Collateral, to limit purchasers to those who will
agree, among other things, to acquire such securities for
their own account, for investment, and not with a view to
the distribution or resale thereof. The Company
acknowledges and agrees that any such sale may result in
prices and other terms less favorable to the seller than
if such sale were a public sale without such restrictions
and, notwithstanding such circumstances, agrees that any
such sale shall be deemed to have been made in a
commercially reasonable manner with respect to such
restrictions.  The Trustee may, but shall be under no
obligation, to delay the sale of any of the Pledged
Shares for the period of time necessary to permit the
Company to register such securities for public sale under
the Securities Act, or under applicable state securities
laws, even if the Company would agree to do so.

          SECTION 1410.  Application of Proceeds.  Upon
the occurrence and during the continuance of an Event of
Default and after the acceleration of the Securities
pursuant to Section 502 (so long as such acceleration has
not been rescinded), any cash held by the Trustee as
Collateral and all cash proceeds received by the Trustee
in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral,
shall be applied by the Trustee in the manner specified
in Section 506.

          SECTION 1411.  Continuing Lien.  Subject to
Section 1405(a), Indenture shall create a continuing Lien
on the Collateral that shall (i) remain in full force and
effect until all Obligations have been paid and/or
satisfied in full, (ii) be binding upon the Company and
its successors and assigns and (iii) enure to the benefit
of the Trustee and its successors, transferees and
assigns.

          SECTION 1412.  Certificates and Opinions.  The
Company shall comply with ' 314(b) of the TIA, relating
to Opinions of Counsel regarding the Lien of this
Indenture and Officers' Certificates or other documents
regarding fair value of the Collateral, to the extent
such provisions are applicable.

          SECTION 1413.  Additional Agreements.  The
Company agrees that, upon the occurrence and during the
continuance of a Default hereunder, it will, at any time
and from time to time, upon the written request of the
Trustee, use its best efforts to take or to cause the
issuer of the Pledged Shares and any other securities
distributed in respect of the Pledged Shares
(collectively with the Pledged Shares, the "Pledged
Securities") to take such action and prepare, distribute
or file such documents, as are required or advisable in
the reasonable opinion of counsel for the Trustee to
permit the public sale of such Pledged Securities.  The
Company further agrees, upon such written request
referred to above, to use its best efforts to qualify,
file or register, or cause the issuer of such Pledged
Securities to qualify, file or register, any of the
Pledged Securities under the Blue Sky or other securities
laws of such states as may be requested by the Trustee
and keep effective, or cause to be kept effective, all
such qualifications, filings or registrations.  The
Company will bear all costs and expenses of carrying out
its obligations under this Section 1413.  The Company
acknowledges that there is no adequate remedy at law for
failure by it to comply with the provisions of this
Section 1413 and that such failure would not be
adequately compensable in damages, and therefore agrees
that its agreements contained in this Section 1413 may be
specifically enforced.



                       ARTICLE XV

                     MISCELLANEOUS

SECTION 1501.  Consent to Jurisdiction; Appointment of
               Agent to Accept Service of Process

          (a)  The Company irrevocably consents and
agrees, for the benefit of the Holders from time to time
of the Securities and the Trustee, that any legal action,
suit or proceeding against it with respect to its
obligations, liabilities or any other matter arising out
of or in connection with this Indenture or the Securities
may be brought in the United States District Court for
the Southern District of New York or in the Supreme Court
of New York in New York County, and, until amounts due
and to become due in respect of the Securities have been
paid, hereby irrevocably consents and submits to the
nonexclusive jurisdiction of each such court and any
appellate court of either of them in personam, generally
and unconditionally with respect to any action, suit or
proceeding for itself and in respect of its properties,
assets and revenues.

          (b)  The Company hereby designates, appoints,
and empowers CT Corporation System, acting through its
office at 1633 Broadway, New York, New York 10019, as the
Company's designee, appointee and agent (the "Authorized
Agent") to receive, accept and acknowledge for and on its
behalf, and its properties, assets and revenues, service
of any and all legal process, summons, notices and
documents which may be served in any action, suit or
proceeding brought against the Company pursuant to
paragraph (a) of this Section. Such appointment shall be
irrevocable until all amounts in respect of the principal
of and any premium and interest due and to become due on
or in respect of all the Securities issued under this
Indenture have been paid by the Company to the Trustee
pursuant to the terms hereof and of the Securities.
Notwithstanding the foregoing, the Company reserves the
right to appoint another Person satisfactory to the
Trustee and located or with an office in the Borough of
Manhattan, The City of New York, as a successor
Authorized Agent, and upon acceptance of such appointment
by such a successor the appointment of the prior
Authorized Agent shall terminate. The Company shall give
notice to the Trustee and all Holders of the appointment
by it of a successor Authorized Agent. If for any reason
CT Corporation System ceases to be able to act as the
Authorized Agent or to have an address in the Borough of
Manhattan, The City of New York, the Company will appoint
a successor Authorized Agent in accordance with the two
preceding sentences. The Company further agrees to take
any and all action, including the filing of any and all
documents and instruments as may be necessary to continue
such designation and appointment of such agent in full
force and effect until this Indenture has been satisfied
and discharged in accordance with Article Four hereof.
The Company further hereby irrevocably consents and
agrees to the service of any and all legal process,
summons, notices and documents in any action, suit or
proceeding against the Company by serving a copy thereof
upon the relevant agent for service of process referred
to in this Section 1501 (whether or not the appointment
of such agent shall for any reason prove to be
ineffective or such agent shall accept or acknowledge
such service) or by mailing copies thereof by registered
or certified air mail, postage prepaid, to the Company at
its address specified in or designated pursuant to this
Indenture. The Company agrees that the failure of any
such designee, appointee and agent to give any notice of
such service to it shall not impair or affect in any way
the validity of such service or any judgment rendered in
any action or proceeding based thereon. Nothing herein
shall in any way be deemed to limit the ability of the
holders of the Securities and the Trustee, to serve any
such legal process, summons, notices and documents in any
other manner permitted by applicable law or to obtain
jurisdiction over the Company or bring actions, suits or
proceedings against the Company in such other
jurisdictions, and in such manner, as may be permitted by
applicable law. The Company irrevocably and
unconditionally waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have
to the laying of venue of any of the aforesaid actions,
suits or proceedings arising out of or in connection with
this Indenture brought in the United States District
Court for the Southern District of New York or in the
Supreme Court of New York in New York County, and hereby
further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such
action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.

     If for the purpose of obtaining judgment in any
Court it is necessary to convert a sum due hereunder to
the holder of any Security from U.S. dollars into another
currency, the Company has agreed, and each holder by
holding such Security will be deemed to have agreed, to
the fullest extent that they may effectively do so, that
the rate of exchange used shall be that at which in
accordance with normal banking procedures such Holder
could purchase U.S. dollars with such other currency in
The City of New York on the Business Day preceding the
day on which final judgment is given.

     The obligation of the Company in respect of any sum
payable by it to the holder of a Security shall,
notwithstanding any judgment in a currency (the "judgment
currency") other than Dollars, be discharged only to the
extent that on the Business Day following receipt by the
Holder of such security of any sum, adjudged to be so due
in the judgment currency, the Holder of such Security may
in accordance with normal banking procedures purchase
Dollars with the judgment currency; if the amount of
Dollars so purchased is less than the sum originally due
to the holder of such Security in the judgment currency
(determined in the manner set forth in the preceding
paragraph), the Company agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the
Holder of such Security against such loss, and if the
amount of the Dollars so purchased exceeds the sum
originally due to the Holder of such Security, such
Holder agrees to remit to the Company such excess,
provided that such Holder shall have no obligation to
remit any such excess as long as the Company shall have
failed to pay such Holder any obligations due and payable
under such Security, in which case such excess may be
applied to such obligations of the Company under such
Security in accordance with the terms thereof.

SECTION 1502.  Counterparts

     This instrument may be executed in any number of
Counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall
together constitute but one and the same instrument.
          IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed by their
respective officers or directors duly authorized thereto,
all as of the day and year first above written.


                         MIDAMERICAN FUNDING, LLC


                         By:_____________________________
                              Name:
                              Title:
                                        

                         IBJ WHITEHALL BANK &
                           TRUST COMPANY



                         By:_____________________________
                              Name:
                              Title:

                                               SCHEDULE I
                                                         
                                                         
                     Pledged Shares

Issuer     Class of Security   No. of  Shares  Certificate No.

MAVH Inc.    Common Stock            10              2

     CROSS-REFERENCE TABLE

Trust Indenture                               Indenture
  Act Section                                  Section

  310 (a)(1)                                      609
      (a)(2)                                      609
      (a)(3)                           Not Applicable
      (a)(4)                           Not Applicable
      (b)                                    608, 610
  311 (a)                                         613
      (b)                                         613
      (c)                              Not Applicable
  312 (a)                                    701, 702
      (b)                                         702
      (c)                                         702
  313 (a)                                         703
      (b)                                         703
      (c)                                         703
      (d)                                         703
  314 (a)                                         704
      (a)(4)                                 101, 704
      (b)                              Not Applicable
      (c)(1)                                      102
      (c)(2)                                      102
      (c)(3)                           Not Applicable
      (d)                              Not Applicable
      (e)                                         102
      (f)                              Not Applicable
  315 (a)                                         601
      (b)                                         602
      (c)                                         601
      (d)                                         601
      (e)                                         514
  316 (a)                         101 ("Outstanding")
      (a)(1)(A)                              502, 512
      (a)(1)(B)                                   513
      (a)(2)                           Not Applicable
      (b)                                         508
      (c)                                         104
  317 (a)(1)                                      503
      (a)(2)                                      504
      (b)                                        1003
  318 (a)                                         113
      (b)                              Not Applicable
      (c)                                         113
      Note:  This Cross-Reference Table shall not, for
any purpose, be deemed to be a part of the Indenture.

                MIDAMERICAN FUNDING, LLC

                          and

           IBJ WHITEHALL BANK & TRUST COMPANY
                       as Trustee


          5.85% Senior Secured Notes due 2001

          6.339% Senior Secured Notes due 2009

          6.927% Senior Secured Bonds due 2029



              First Supplemental Indenture

               Dated as of March 11, 1999
          FIRST SUPPLEMENTAL INDENTURE, dated as of March 11,
1999 (herein called the "First Supplemental Indenture"), between
MIDAMERICAN FUNDING, LLC., an Iowa limited liability comapny
(hereinafter called the "Company"), and IBJ Whitehall Bank &
Trust Company, a banking corporation organized under the laws of
the state of New York, as Trustee (hereinafter called the
"Trustee") under the Original Indenture referred to below.

                      WITNESSETH:

          WHEREAS,  the Company has heretofore executed and
delivered to the Trustee an indenture dated as of March 11, 1999
(hereinafter called the "Original Indenture"), to provide for the
issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the "Securities"),
the form and terms of which are to be established as set forth in
Sections 201 and 301 of the Original Indenture.

          WHEREAS,  Section 901 of the Original Indenture
provides, among other things, that the Company and the Trustee
may enter into indentures supplemental to the Original Indenture
for, among other things, the purpose of establishing the form and
terms of the Securities of any series as permitted in Sections
201 and 301 of the Original Indenture and of appointing an
Authenticating Agent with respect to the Securities of any
series;

          WHEREAS,  the Company desires to create three series of
the Securities, one series of the Securities in an aggregate
principal amount of two hundred million dollars ($200,000,000) to
be designated the "5.85% Senior Secured Notes due 2001", one
series of the Securities in an aggregate principal amount of  one
hundred seventy-five million dollars ($175,000,000) to be
designated the "6.339% Senior Secured Notes due 2009", and one
series of the Securities in an aggregate principal amount of
three hundred twenty-five million dollars ($325,000,000) to be
designated the "6.927% Senior Secured Bonds due 2029"
(collectively the "Securities"), and all action on the part of
the Company necessary to authorize the issuance of the Securities
under the Original Indenture and this First Supplemental
Indenture has been duly taken; and

          WHEREAS,  all acts and things necessary to make the
Securities, when executed by the Company and authenticated and
delivered by the Trustee as provided in the Original Indenture,
the valid and binding obligations of the Company and to
constitute these presents a valid and binding supplemental
indenture and agreement according to its terms, have been done
and performed;
          NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:

          That in consideration of the premises and of the
acceptance and purchase of the Securities by the holders thereof
and of the acceptance of this trust by the Trustee, the Company
covenants and agrees with the Trustee, for the equal benefit of
holders of the Securities, as follows:

                       ARTICLE I.

                      Definitions

          The use of the terms and expressions herein is in
accordance with the definitions, uses and constructions contained
in the Original Indenture and the forms of Securities attached
hereto as Exhibits A, B and C, respectively.  In addition, for
all purposes of this First Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise
expressly requires, the following terms shall have the respective
meanings assigned to them as follows and shall be construed as if
defined in Article I of the Original Indenture:

          "CalEnergy" means CalEnergy Company, Inc., a Delaware
corporation, and its successors.

          "Deadline Date" means September 7, 1999.

          "Escrow Agent" means the escrow agent from time to time
under the Escrow Agreement.

          "Escrow Agreement" means the Escrow Agreement dated as
of March 11, 1999, between the Company and IBJ Whitehall Bank &
Trust Company, as escrow agent thereunder.

          "Exchange Security" means a security in global or
definitive form substantially in the form set forth in Exhibit
A.4, with respect to the 5.85% Senior Secured Notes due 2001, or
in the form set forth in Exhibit B.4, with respect to the 6.339%
Senior Secured Notes due 2009, or in the form set forth in
Exhibit C.4, with respect to the 6.927% Senior Secured Bonds due
2029, in each case, to this First Supplemental Indenture.

          "Global Security" means a Rule 144A Global Security or
a Regulations S Global Security, in global form substantially in
the form set forth in Exhibits A.1 and A.2, with respect to the
5.85% Senior Secured Notes due 2001, Exhibits B.1 and B.2, with
respect to the 6.339% Senior Secured Notes due 2009, or in the
form set forth in Exhibits C.1 and C.2, with respect to the
6.927% Senior Secured Bonds due 2029, in each case, to this First
Supplemental Indenture.

          "Initial Purchasers" means Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

          "Mandatory Redemption Date" means the earlier of (a)
September 27, 1999 if the MidAmerican Merger has not been
consummated on or prior to the Deadline Date, or (b) the 20th day
(or if such day is not a Business Day, the first Business Day
thereafter) following the abandonment of the MidAmerican Merger
by CalEnergy or the termination of the MidAmerican Merger
Agreement.

          "Mandatory Redemption Price" means a redemption price
equal to 100% of the aggregate principal amount of the
Securities, together with accrued and unpaid interest thereon on
the Mandatory Redemption Date (subject to the right of holders of
record on the relevant record date to receive interest due on the
relevant interest payment date).

          "Registration Rights Agreement" means the Registration
Rights Agreement dated as of March 11, 1999 between the Company
and the Initial Purchasers.

                      ARTICLE II.

          Terms and Issuance of the Securities

          Section II1.  Issue of Securities.  Three series of
Securities, which shall be designated the 5.85% Senior Secured
Notes due 2001,  the "6.339% Senior Secured Notes due 2009", the
"6.927% Senior Secured Bonds due 2029", respectively
(collectively, the "Securities"), shall be executed,
authenticated and delivered in accordance with the provisions of,
and shall in all respects be subject to, the terms, conditions
and covenants of the Original Indenture and this First
Supplemental Indenture (including the forms of Securities set
forth in Exhibits A, B and C, as applicable).  The aggregate
principal amount of the 5.85% Senior Secured Notes due 2001, the
aggregate principal amount of the 6.339% Senior Secured Notes due
2009 and the aggregate principal amount of the 6.927% Senior
Secured Bonds due 2029 which may be authenticated and delivered
under the First Supplemental Indenture shall not exceed
$200,000,000, $175,000,000 and $325,000,000, respectively.

          Section II2.  Mandatory Redemption.  If (i) the
MidAmerican Merger is not consummated on or prior to the Deadline
Date or (ii) CalEnergy elects to abandon the MidAmerican Merger,
or the MidAmerican Merger Agreement is terminated, in either
case, on or prior to the Deadline Date, for any reason, the
Company shall redeem all the Securities on the Mandatory
Redemption Date, in cash, at the Mandatory Redemption Price, as
provided in paragraph 3 of the Securities.

          The provisions of Article XI of the Original Indenture
shall apply to mandatory redemption of the Securities except as
modified below.  If the Company is required to redeem all of the
Securities pursuant to this Section 202 and paragraph 3 of the
Securities, the Company shall notify the Trustee in writing of
the applicable Mandatory Redemption Date and shall also notify
the Escrow Agent concurrently with its notification to the
Trustee.  The Company shall give such notices to the Trustee and
Escrow Agent provided for in this Section promptly after the
occurrence of the event triggering the mandatory redemption of
the Securities.  In the event of a mandatory redemption of the
Securities pursuant to this Section and paragraph 3 of the
Securities, the Company shall mail the notice of redemption
required to be delivered to each Holder of Securities by Section
1104 on the date it delivers the notices to the Trustee and the
Escrow Agent.

          Section II3.  Optional Redemption.  The Securities may
be redeemed, in whole or in part, at the option of the Company
pursuant to the terms set forth in paragraph 2 of the series of
Securities to be redeemed.  The provisions of Article XI of the
Original Indenture shall also apply to any optional redemption of
Securities by the Company.

          Section II4.  Limitation on Liens.  The covenant
provided by Section 1004 of the Original Indenture shall be
applicable to the Securities.

          Section II5.  Limitation on Distributions.  The
covenant provided by Section 1005 of the Original indenture shall
be applicable to the Securities.

          Section II6.  Limitation on Indebtedness of the
Company.  The covenant provided by Section 1006 of the Original
Indenture shall be applicable to the Securities.

          Section II7.  Place of Payment.  The Place of Payment
in respect of the Securities will be in The City of New York,
initially at the Corporate Trust Office of IBJ Whitehall Bank &
Trust Company (which as of the date hereof is located at One
State Street, New York, New York 10004 Attention: Capital Markets
Trust Services.

          Section II8.  Form of Securities; Incorporation of
Terms.  The forms of the Securities shall be substantially in the
forms of Exhibits A, B and C attached hereto, as applicable, the
respective terms of which are herein incorporated by reference
and which are part of this First Supplemental Indenture.  The
Securities shall be issued as one or more Global Securities in
fully registered form and one or more Definitive Securities in
fully registered form, as determined in accordance with Section
201 of the Original Indenture.  The Global Securities shall be
delivered by the Trustee to the Depositary, as the Holder
thereof, or a nominee or custodian therefor, to be held by the
Depositary in accordance with the Original Indenture.

          Section II9.  Exchange of the Global Securities.  Each
of the Global Securities shall be exchangeable for Definitive
Securities only as provided in Section 307(b)(ii) of the Original
Indenture.

          Section II10.  Regular Record Date for the Securities.
The Regular Record Date for the Securities shall be the February
15 or August 15 immediately prior to each Interest Payment Date.

          Section II11.  Authorized Denominations.  Beneficial
interests in Global Securities, as well as Definitive Securities,
may be held only in denominations of $1,000 and integral
multiples of $1,000 in excess thereof.
          
                      ARTICLE III.

                       DEPOSITARY
          
          Section III1.  Depositary.  The Depository Trust
Company, its nominees and their respective successors are hereby
appointed Depositary with respect to the Global Securities.

                      ARTICLE IV.

          Section IV1.  Execution as Supplemental Indenture.
This First Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Original Indenture
and, as provided in the Original Indenture, this First
Supplemental Indenture forms a part thereof.

          Section IV2.  Effect of Headings.  The Article and
Section headings herein are for convenience only and shall not
affect the construction hereof.

          Section IV3.  Successors and Assigns.  All covenants
and agreements in this First Supplemental Indenture by the
Company shall bind its successors and assigns, whether so
expressed or not.

          Section IV4.  Separability Clause.  In case any
provision in this First Supplemental Indenture or in the
Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.

          Section IV5.  Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture or in the
Securities, express or implied, shall give to any person, other
than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or
claim under this First Supplemental Indenture.

          Section IV6.  Execution and Counterparts.  This First
Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute but one and
the same instrument.

          IN WITNESS WHEREOF, the parties hereof have caused this
First Supplemental Indenture to be duly executed by their
respective officers or directors duly authorized thereto, all as
of the day and year first above written.


             MIDAMERICAN FUNDING, LLC

             By:  _______________________________
                    Name:
                    Title:


             IBJ WHITEHALL BANK & TRUST COMPANY
                as Trustee


             By:  _______________________________
                    Name:
                    Title: