MIDAMERICAN ENERGY COMPANY

                                    COMBINED

                        MIDWEST RESOURCES/IOWA RESOURCES

                       RESTATED DEFERRED COMPENSATION PLAN

                               BOARD OF DIRECTORS


                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE

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

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

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

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

                                    ARTICLE 2
                                   DEFINITIONS

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

2.1  ACCOUNT.   Account  means  the  bookkeeping  account  maintained  for  each
Participant that represents the  Participant's  total interest under the Plan as
of any Valuation  Date. It shall also consist of any accounts  transferred  from
Predecessor  Plans. A Participant  shall have a fully vested and  nonforfeitable
interest at all times in his or her Account.

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

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

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

2.5  COMPANY.  Company means MidAmerican Energy Company.

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

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

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

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

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

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

2.9  PLAN YEAR. Plan Year means the calendar year.

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

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

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

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

                                    ARTICLE 3
                                  PARTICIPATION

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

                                    ARTICLE 4
                               DEFERRAL ELECTIONS

4.1  NO DEFERRALS. No new deferrals are permitted under this Plan.

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                                    ARTICLE 5
                             PARTICIPANTS' ACCOUNTS

5.1  INVESTMENT CHANGES FOR PREDECESSOR  PLANS. With respect to account balances
in a Predecessor  Plan,  if the  valuation of any account is dependent  upon the
book value or fair market value of MidAmerican  Energy  Holdings  Company common
stock,  or if earnings  on an account are  determined  by the  dividend  rate on
MidAmerican  Energy  Holdings  Company  common stock (other than a rate that has
been fixed as of a certain  date and is not  subject to  further  change),  each
Participant who has such an account balance shall file an election form with the
Committee  prior to, or within fifteen (15) days after,  the closing date of the
Merger, designating, in 1 percent increments, the Investment Funds in which such
account are deemed to be invested.  To the extent the value of an account, as of
the closing  date of the  Merger,  is based on the value of  MidAmerican  Energy
Holdings  Company common stock, the value of each stock unit in any such account
shall  be  deemed  to be  $27.15,  plus any  dividend  paid to  shareholders  of
MidAmerican Energy Holdings Company common stock through the closing date of the
Merger.  In any account based on a fixed value with  crediting of interest only,
but which varies in the interest rate  credited  from time to time,  interest on
the account  shall be credited  through  date of closing of the Merger.  Amounts
converted to the Investment  Funds as of the closing date of the Merger shall be
converted based on the Investment Fund benchmark  values on the date of closing.
As to any Participant's Account transferred from a Predecessor Plan with a fixed
value and fixed interest rate credited to the account (i.e. debentures under the
former Iowa Resources Inc. Board of Directors deferred  compensation  plan), the
Participant's  Account  shall  continue  to reflect  such fixed  value and shall
continue to be credited with the fixed  interest  rate,  unless the  Participant
elects  to have  his or her  account  value  related  to such  fixed  investment
converted to one or more of the  Investment  Funds pursuant to the procedure set
forth above within the time frame specified above.

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

5.3  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.

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

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


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

                                    ARTICLE 6
                               PAYMENT OF ACCOUNTS

6.1  CONDITIONS ON RIGHT TO RECEIVE PAYMENT.  A Participant shall not be 
entitled to payment of any deferred  compensation  from his or her account until
the  time  elected  by the  Participant  as set  forth on the  written  deferral
election form previously filed with the Corporate Secretary of the Company under
the  Predecessor  Plan,  or  until  his or her  death or  permanent  disability,
whichever  occurs first.  An election shall not be changed except by approval of
the Board of Directors of the Company.  If annual  installments  were  selected,
each annual  installment  shall not be less than an amount equal to the value of
the account at the  beginning  of the Plan Year in which  distribution  is to be
made divided by the life  expectancy of the Participant at the beginning of such
Plan Year (or the joint life  expectancy  of the  Participant  and spouse if the
Participant is married).  Each annual  installment  shall be made within fifteen
(15) days  following the first day of each Plan Year. If an election was made to
receive a lump sum  payment,  payment  shall be made  within  fifteen  (15) days
following the first day of the Plan Year in which payment is to be made, and the
amount of the lump sum payment  shall be equal to the value of the account as of
December  31 of the  preceding  Plan  Year.  Payment of a lump sum amount or any
annual installment shall be made in cash.

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

6.3  PAYMENT IN THE EVENT OF DEATH.  In the event of the death of a  Participant
occurring  either before the  commencement of payment or before the full balance
of the  Participant's  account has been paid,  the unpaid balance in the Account
shall  be paid in a lump  sum to the  Participant's  designated  beneficiary  or
estate,  payment  shall be made within  thirty (30) days  following  the date of
death.  The value of the Account shall be based upon the value of the Investment
Funds in his or her account on the date of death (or on the  preceding  business
day, if date of death is not a business day).


                                    ARTICLE 7
                               GENERAL PROVISIONS

7.1  GENERAL PROVISIONS.

     (a)  UNFUNDED PLAN.

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


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

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

     (c)  COSTS OF THE PLAN. All costs of  implementing  and  administering  the
          Plan shall be borne by the Company.

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

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

     (f)  AMENDMENT OR TERMINATION OF PLAN.

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

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

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

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

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

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

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

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