MIDAMERICAN ENERGY COMPANY

                               RESTATED EXECUTIVE

                           DEFERRED COMPENSATION PLAN


                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE

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

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

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

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

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

                                    ARTICLE 2
                                   DEFINITIONS

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

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

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

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

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

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

2.6  COMMITTEE.  Committee means the Compensation  Committee  established by the
Board of Directors of the Company.

2.7  COMPANY.  Company means MidAmerican Energy Company.

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

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

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

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<PAGE>

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

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

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

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

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

2.13  PLAN YEAR. Plan Year means the calendar year.

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

     (a)  MidAmerican Energy Company Deferred Compensation Plan - Executives

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

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

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

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

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

                                      -3-
<PAGE>

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

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

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

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

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

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

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

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

                                    ARTICLE 3
                          ELIGIBILITY AND PARTICIPATION

3.1  ELIGIBILITY. An Employee shall be eligible to participate in this Plan if 
he or she is a member of a select  group of  management  or  highly  compensated
employees who is approved for participation by the Committee.  Participants with
account balances in any Predecessor Plan shall automatically be either an active
or inactive  Participant in this Plan, depending on whether they are an employee
of an  Employer  as of  January  1,  1999,  in which case he or she is an active
Participant, or if not an employee of an Employer on such date, then he or she 
is an inactive Participant.

                                      -4-
<PAGE>

3.2      PARTICIPATION.

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

     (b)  DURATION  OF  PARTICIPATION.  A  Participant  shall  continue to be an
          active  Participant  until he or she  ceases  to meet the  eligibility
          requirements  under  section  3.1.  Thereafter,  he or she shall be an
          inactive  Participant and shall retain all the rights  described under
          this Plan, except the right to elect any further deferrals of Bonus or
          Salary until he or she again becomes an active Participant.

                                    ARTICLE 4
                               DEFERRAL ELECTIONS

4.1  AMOUNT  OF  DEFERRAL.  Prior to the  beginning  of each Plan  Year,  a
Participant may elect to defer up to --

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

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

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

4.2  CHANGE OR  REVOCATION OF DEFERRAL.  After the  beginning of a Plan Year, a
Participant  may not increase,  decrease or revoke the amount of Salary or Bonus
deferred for that Plan Year under section 4.1.

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<PAGE>

                                    ARTICLE 5
                             PARTICIPANTS' ACCOUNTS

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

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


                                      -6-
<PAGE>

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

5.4  CHANGES IN INVESTMENTS. A Participant may change the hypothetical 
investment  allocation  in his or her  account  no more  than  once  during  any
calendar  quarter  by filing an  appropriate  form  with the  Committee  (or its
designated administrative  representative) specifying the change to be made. The
change shall be processed within five (5) business days of receipt of the change
request by the Committee.

5.5  VALUATION OF ACCOUNTS.

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

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

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

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

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

                                     -7-
<PAGE>

                                    ARTICLE 6
                               PAYMENT OF ACCOUNTS

6.1  PAYMENTS TO PARTICIPANTS.

 
     (a)  RETIREES IN PAY STATUS UNDER PREDECESSOR  PLANS. Those Participants in
          pay status under any  Predecessor  Plan or Plans shall  continue to be
          paid for the remaining term as originally approved by the Committee.

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

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

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

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

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

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

                                     -8-

<PAGE>

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

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

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

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

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

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

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

                                      -9-
<PAGE>

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

          (8) All payments shall be made in cash.

6.2  PAYMENTS  AFTER  TERMINATION  OF  EMPLOYMENT  BUT PRIOR TO  RETIREMENT.  No
payments  shall  be made  after  termination  of  employment  but  prior  to the
Participant's Retirement Date except as follows:

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

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

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

6.3  IN-SERVICE WITHDRAWAL.

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

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

6.4  LUMP SUM PAYMENT AFTER ANNUAL INSTALLMENTS BEGIN. Once annual payments 
     begin to a Participant,  payments may not be accelerated except in the
     case of an unforeseen  financial hardship as approved by the Committee
     pursuant to the guidelines in section 6.3 above.

                                      -10-

<PAGE>
                                   ARTICLE 7
                                 ADMINISTRATION

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

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

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

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

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

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

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

     (a)  the specific reasons for the denial;

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

                                      -11-

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

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

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

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

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

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

                                    -12-
<PAGE>

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


8.1  ADOPTION  OF THE PLAN BY  AFFILIATE.  An  Affiliate  may  adopt the Plan by
appropriate action of its board of directors or authorized officers or
representatives,  subject to the approval of the Company's board of directors.

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

                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

9.1  NO CONTRACT OF EMPLOYMENT.  Nothing contained in the Plan shall be 
construed to give any  Participant the right to be retained in the service of an
Employer  or  to  interfere  with  the  right  of an  Employer  to  discharge  a
Participant at any time.

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

9.3  SUCCESSORS.  All obligations of the Company under the Plan shall be binding
upon and inure to the  benefit of any  successor  to the  Company,  whether  the
existence  of such  successor  is the direct or  indirect  result of a merger or
reorganization  involving the Company or the purchase or other  acquisition,  of
all or substantially all of the business or assets of the Company.

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

IN WITNESS WHEREOF,  MidAmerican Energy Company has caused this instrument to be
executed  by  its  duly  authorized  officer  effective  as of  the 12th day of
March, 1999.

                        MIDAMERICAN ENERGY COMPANY



                        By: /s/  S. J. Bright
                            --------------------

                        Its:  Chairman, President and Chief Executive Officer
                              -----------------------------------------------


                                      -13-