Exhibit 10.1

                            AMENDMENT NUMBER 6 TO THE
                              POWER SALES CONTRACT
                                     BETWEEN
                           MIDAMERICAN ENERGY COMPANY
                                       AND
                         NEBRASKA PUBLIC POWER DISTRICT


     THIS AMENDMENT  NUMBER 6 to the Power Sales Contract  ("Contract") is made,
entered  into,  and shall be effective as of the 31st day of July,  2002, by and
between MidAmerican Energy Company ("Purchaser"),  formerly Iowa Power and Light
Company, and Nebraska Public Power District (the "District"), formerly Consumers
Public Power District.

     WHEREAS,  Purchaser and the District  entered into a Settlement  Agreement
as of July 31, 2002 ("Settlement Agreement"),  settling the lawsuit entitled:
Nebraska Public Power District v. MidAmerican Energy Company,
-------------------------------------------------------------
Civil Action No. 4:97CV346,  pending in the United  States  District  Court for
the  District of Nebraska (the "Litigation"); and

     WHEREAS,  Purchaser  and the  District,  as a  result  of said  settlement,
reached agreement to amend further the Contract made and entered into by them as
of September 22, 1967, and  heretofore  amended as of February 20, 1968, May 24,
1968, August 31, 1970, March 28, 1974, and September 2, 1997, respectively.

     NOW, THEREFORE, Purchaser and the District hereby agree as follows:

     1. In Section 1 of the Contract,  the words "of thirty-seven years from the
date  hereof"  shall be deleted  and  replaced  with the words "that will end on
December 31, 2004, at 11:59:59 p.m."

     In addition,  the  following  paragraph  shall be added as a new  paragraph
after  the  existing  paragraph:  "The  Contract,  which  for MAPP  purposes  is
identified as Transaction No. A-135, shall remain in effect in its pre-Amendment
6  form,  for  the  purposes  of  MAPP   accreditation   only,  until  the  MAPP
Accreditation  Working Group  recognizes and grants  accreditation  to the Power
Sales Agreement, as amended by Amendment 6."

     2. In Section 2 of the Contract,  the following words shall be added to the
end of paragraph  "b":  "and except the 345 kv  transmission  line together with
associated   equipment  and  switching  (MINT  Line)   extending   southeast  to
Fairport."; the contents of paragraph "c" shall be deleted and replaced with the
word: "Reserved," the contents of paragraphs "e" through and including "k" shall
be deleted and replaced with the word: "Reserved," and the contents of paragraph
"l" shall be  deleted  after the words  "Monthly  Power  Costs  shall  mean" and
replaced with the following:

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<PAGE>

     "only those costs  billable to Purchaser  pursuant to the pricing terms and
     conditions set forth in subparagraphs (1) and (2) and (3), below."

          "(1) Capacity Price.

          The parties  agree to keep and  maintain  confidential  the  following
     Capacity  Prices and associated  billings except to the extent (i) required
     by law or regulation, (ii) required by order of any court or administrative
     agency of  competent  jurisdiction,  (iii)  deemed  necessary by a party in
     order to inform a regulatory  authority with  jurisdiction over that party,
     or to inform a North American Electric  Reliability  Council  organization,
     (iv)  deemed  necessary  to provide  to  customers  of either  party or (v)
     necessary  in a  proceeding  by a party hereto to enforce the terms of this
     Agreement. In the event other needs to disclose the terms of this Agreement
     shall arise,  and a party seeks the  permission  of the other party to make
     the disclosure, such permission shall not be unreasonably withheld."

     "August   1,  2002  -  December   31,   2002:   [confidential   information
     intentionally deleted]/kW-Month for 380 megawatts of the Nuclear Facility's
     accredited  Mid-Continent  Area  Power  Pool  ("MAPP")  capacity  or of the
     Nuclear Facility's capacity as accredited by any successor  organization to
     MAPP,   responsible  for  accrediting  the  Nuclear  Facility's  generation
     capacity, delivered to the Purchaser ("Purchaser's Capacity Share")."

     "January  1,  2003  -  December   31,   2003:   [confidential   information
     intentionally deleted]/kW-Month for Purchaser's Capacity Share."

     "January  1,  2004  -  December   31,   2004:   [confidential   information
     intentionally deleted]/kW-Month for Purchaser's Capacity Share."

          "The  District  guarantees  Purchaser  380  megawatts  of the  Nuclear
     Facility's  accredited  capacity  at all  times  during  the  term  of this
     Contract  ("Guaranteed  Capacity").  If a reduction in the accreditation of
     the Nuclear  Facility  requires the District to replace a portion or all of
     the  Guaranteed  Capacity,  the District shall so provide and the Purchaser
     shall   continue   to  pay  for  such   replacement   accredited   capacity
     ("Replacement  Capacity") at the Capacity Price. The Replacement  Capacity,
     if any, shall be accredited by MAPP or any successor  organization to MAPP,
     responsible for accrediting the Nuclear Facility's generation capacity."

          "(2) Energy Price.
               -------------

          The parties  agree to keep and  maintain  confidential  the  following
     Energy Prices and associated  billings except to the extent (i) required by
     law or  regulation,  (ii) required by order of any court or  administrative
     agency of  competent  jurisdiction,  (iii)  deemed  necessary by a party in
     order to inform a

                                      -2-
<PAGE>

     regulatory  authority  with  jurisdiction  over that party,  or to inform a
     North  American  Electric  Reliability  Council  organization,  (iv) deemed
     necessary to provide to  customers  of either  party or (v)  necessary in a
     proceeding by a party hereto to enforce the terms of this Agreement. In the
     event other needs to disclose the terms of this Agreement shall arise,  and
     a party seeks the  permission  of the other  party to make the  disclosure,
     such permission shall not be unreasonably withheld."

          "The Purchaser's  Nuclear Energy Share, as defined in paragraph (a) of
     Section  3,  delivered  to the  switchyard  referenced  in Section 8 of the
     Contract,  and Supplementary Energy, as defined in paragraph (a) of Section
     3, which shall be delivered to the  switchyard  referenced  in Section 8 of
     the Contract, or other mutually agreed locations on the Purchaser's system,
     when added together shall be defined as "Total Delivered Energy"."

     "August 1, 2002 - December 31, 2002:

          Energy Price A: [confidential information  intentionally  deleted]/MWh
          for Total  Delivered  Energy  for each MWh at or below the  applicable
          Guaranteed Minimum Energy as set forth in paragraph 3(b), and"

          "Energy Price B: [confidential information intentionally  deleted]/MWh
          for  Total  Delivered   Energy  for  each  MWh  above  the  applicable
          Guaranteed Minimum Energy as originally set forth in Section 3(b)."

     "January 1, 2003 - December 31, 2003:

          Energy Price A: [confidential information  intentionally  deleted]/MWh
          for Total  Delivered  Energy  for each MWh at or below the  applicable
          Guaranteed Minimum Energy as set forth in paragraph 3(b), and"

          "Energy Price B: [confidential information intentionally  deleted]/MWh
          for  Total  Delivered   Energy  for  each  MWh  above  the  applicable
          Guaranteed Minimum Energy as originally set forth in Section 3(b)."

     "January 1, 2004 - December 31, 2004:

          Energy Price A: [confidential information  intentionally  deleted]/MWh
          for Total  Delivered  Energy  for each MWh at or below the  applicable
          Guaranteed Minimum Energy as set forth in paragraph 3(b), and"

          "Energy Price B: [confidential information intentionally  deleted]/MWh
          for  Total  Delivered   Energy  for  each  MWh  above  the  applicable
          Guaranteed Minimum Energy as originally set forth in Section 3(b)."

                                      -3-

<PAGE>

               "(3) EHV Facilities Cost Share
                    -------------------------

               Fifty percent of the District's  actual costs  resulting from the
          operation and  maintenance  ("O&M") of the EHV  Facilities,  and fifty
          percent of an annual  amortization  of the District's  costs resulting
          from capital  renewals and  replacements  ("R&R"),  if any, to the EHV
          Facilities,  provided  these  O&M  and  capital  R&R  costs  meet  the
          requirements  of  Section  15  of  this  Contract,   plus  any  amount
          MidAmerican shall owe pursuant to Section 18. The annual  amortization
          of R&R  costs  shall  be over  the  life of the  replaced  or  renewed
          equipment for a period of time not to exceed thirty years and shall be
          billed on this basis  regardless  of whether the District does or does
          not use this amortization for internal accounting purposes. The period
          of amortization  shall be one agreed to by Purchaser,  which agreement
          shall not be unreasonably withheld."

               3.  Section 3 of the  Contract  shall be deleted  and  replaced
     by the following:

               "(a) The "Purchaser's  Nuclear Energy Share" shall be 380 MWh per
          hour during hours when the Nuclear Facility is operating at or above a
          net 650  megawatts and shall not be less than fifty percent of the net
          power and energy produced by the Nuclear Facility when it is operating
          below a net 650  megawatts.  The  District  agrees to  deliver  to the
          Purchaser,  and the  Purchaser  agrees to  purchase,  the  Purchaser's
          Nuclear Energy Share, at the 345 kv switchyard  referred to in Section
          8. The District shall have full  operating  authority to determine the
          operating level of the Nuclear  Facility at all times. The District at
          its  option  can  use  the  Nuclear  Facility  or  energy  from  other
          supplemental  sources  ("Supplementary  Energy") to supply Purchaser's
          Nuclear  Energy  Share up to the  Guaranteed  Minimum  Energy.  Unless
          agreed  to  by  the   Purchaser,   the   District   will  not  deliver
          Supplementary  Energy during scheduled  refueling outages described in
          Section 3(b), unless such Supplementary Energy is required to meet the
          Guaranteed Minimum Energy over the remaining calendar year. If, at any
          time, the Purchaser's  Nuclear Energy Share at an 85 percent  capacity
          factor over the remaining  calendar year operating  hours described in
          paragraph (b), below,  will not result in sufficient energy deliveries
          to meet the  Guaranteed  Minimum  Energy,  defined in  paragraph  (b),
          below,  then the District  shall have the obligation to supplement the
          Purchaser's Nuclear Energy Share with Supplementary Energy of at least
          323 MWh per hour and deliver such  supplies to the  switchyard  of the
          Nuclear  Facility  or  to  other  mutually  agreed  locations  on  the
          Purchaser's  system.  In such deliveries to such other locations,  the
          Purchaser shall not  unreasonably  refuse to receive and purchase such
          Supplementary  Energy, if there is no resulting additional cost to the
          Purchaser.  Supplementary  Energy  shall  be a flat,  around-the-clock
          schedule,   can  be  delivered   concurrently  with  delivery  of  the
          Purchaser's  Nuclear Energy Share, shall be purchased by the Purchaser
          at the Energy  Price,  shall  count  towards  the  Guaranteed  Minimum
          Energy,  and  shall be  delivered  pursuant  to a  mutually  agreeable
          schedule.  The

                                      -4-
<PAGE>

          sum of the Purchaser's  Nuclear Energy Share and Supplementary  Energy
          shall not exceed 380 MWh per hour in any hour,  absent the Purchaser's
          prior consent."

               "(b) The "Guaranteed  Minimum Energy" shall be the minimum amount
          of  energy  as set forth  below  that the  District  is  obligated  to
          annually  deliver to the  Purchaser,  except as otherwise  provided in
          Section 10(b);  and also,  that the Purchaser is obligated to purchase
          from the District,  except as otherwise provided in Section 10(b). The
          basis for calculating  the Guaranteed  Minimum Energy is 380 megawatts
          at 85 per cent capacity factor for the number of hours during the year
          that the Nuclear Facility is planned,  at the time of the execution of
          Amendment 6, to be operating, and zero per cent capacity factor in the
          other hours. (The Nuclear Facility outages are planned to last 42 days
          and are  currently  scheduled to begin on March 1, 2003 and October 2,
          2004;  however,  the District retains the authority and obligations it
          has  pursuant  to  Sections  7 and  10(a)  of  this  Contract  in  the
          scheduling of such refueling outages.) For the purpose of defining the
          Guaranteed  Minimum Energy,  such numbers of operating hours are 3,672
          hours for 2002 starting August 1; 7,752 hours in 2003; and 7,776 hours
          in 2004. The Guaranteed Minimum Energy shall be as follows,  except as
          otherwise provided in Section 10(b):"

               "August 1, 2002 - December 31, 2002: 1,186,056 MWh."

               "January 1, 2003 - December 31, 2003: 2,503,896 MWh."

               "January 1, 2004 - December 31, 2004: 2,511,648 MWh."

               "Total  Delivered  Energy during the said calendar year shall not
          be less  than the  Guaranteed  Minimum  Energy,  except  as  otherwise
          provided in Section 10(b)."

               4. The  title of  Section  4 of the  Contract  shall  be  deleted
     and replaced by the following new title:  "Billing and Payment."  In
     addition, the remainder of Section 4 shall be deleted and replaced with the
     following:

               "(a) On or before the fifth day of each Month the District  shall
          render to the Purchaser a monthly statement showing:"

               "(1) the amount of 380,000  kilowatts,  the Purchaser's  Capacity
          Share,  multiplied by the Capacity Price contained in subparagraph (1)
          of Section 2(l) applicable for the Month;"

               "(2) the amount for the preceding Month equal to:"

                    "(i) that  amount of the  Total  Delivered  Energy up to and
                    including the Guaranteed Minimum Energy multiplied by Energy
                    Price A as provided  in  subparagraph  (2) of Section  2(l),
                    plus"
                    ----
                                      -5-
<PAGE>

                    "(ii) that amount of the Total  Delivered  Energy  above the
                    Guaranteed  Minimum  Energy,  if any,  multiplied  by Energy
                    Price B as provided in subparagraph (2) of 2(l);"

               "(3) statements in MWh of:"

                    "(i) the Nuclear  Facility's  total net  generation  for the
                    preceding Month;"

                    "(ii)  Purchaser's  Nuclear  Energy share for the  preceding
                    Month;"

                    "(iii) Supplementary Energy for the preceding Month; and"

                    "(iv) the year-to-date  cumulative amount from January 1 (or
                    August 1, for 2002) for the Total Delivered Energy;"

               "(4) (i)  the  Guaranteed  Minimum  Energy  for  the  appropriate
                    calendar  year  except  as  otherwise  provided  in  Section
                    10(b);"

                    "(ii) the total Nuclear  Facility  operating hours remaining
                    in the calendar  year  occurring  after the last date of the
                    previous Month;"

                    "(iii) the value obtained by multiplying  the value shown in
                    clause 4(ii),  above, by the Purchaser's  Capacity Share and
                    then multiplying by 85 per cent; and"

                    "(iv) the value  obtained by adding clause 3(iv) and 4(iii),
                    above;"

               "(5) the  estimated  or  budgeted  EHV  Facilities  Cost Share as
               defined in  subparagraph  (3) of Section 2(l)  applicable for the
               current Month, with an annual true-up,  if any, to actual cost at
               year end."

               "Purchaser  within  twenty  days  of  the  date  of  the  monthly
          statement  shall pay to the  District,  by wire transfer to an account
          designated  by the  District,  the sum of the  amounts  referred to in
          subparagraphs (1), (2), and (5), above."

               "Purchaser  may, in good faith,  dispute the  correctness  of any
          monthly  statement  rendered under this Contract or adjust any monthly
          statement for any arithmetic or computational  error within sixty (60)
          days of the date the monthly statement was rendered. In the event of a
          disputed monthly  statement,  payment of the undisputed portion of the
          monthly  statement shall be required to be made when due by Purchaser,
          with  notice  of the  objection  given to the  District.  Any  monthly
          billing dispute or adjustment  shall be in writing and shall state the
          basis for the dispute or  adjustment.  Payment of the disputed  amount
          shall not be required until the dispute is resolved.  Any such monthly
          billing dispute or

                                      -6-
<PAGE>

          adjustment  shall first be submitted to the parties'  Chief  Executive
          Officers for  resolution.  If unresolved  after sixty (60) days,  such
          dispute  or  adjustment  may be  submitted  to  mediation  or  binding
          arbitration  by  agreement  of the  parties,  or  failing  that may be
          litigated  by the parties.  If it is  ultimately  determined  that the
          disputed  monthly  statement was correct,  the Purchaser shall pay the
          disputed  amount within twenty (20) days and shall pay the District an
          additional amount for interest, on the disputed amount, at the rate of
          10% per  annum  from  the  original  due  date  until  paid.  If it is
          determined  that  an  adjustment  to  a  disputed  monthly   statement
          previously  paid by the  Purchaser is  appropriate,  then the District
          shall refund to the Purchaser such disputed  amount within twenty (20)
          days of such  determination,  if not already  made,  and the  District
          shall pay the  Purchaser an  additional  amount for  interest,  on the
          amount of the  adjustment,  at the rate of 10% per annum from the date
          payment was  originally  received by the District  until the refund is
          paid. Any dispute by the Purchaser with respect to a monthly statement
          is waived unless the District is notified within sixty (60) days after
          the monthly  statement is rendered or any specific  adjustment  to the
          monthly statement is made."

               "The  billings,  as  rendered  by the  District  pursuant to this
          Contract,  prior to its  amendment  by  Amendment  6,  for  June  2002
          capacity and energy and the EHV Facilities, and for July 2002 capacity
          and the EHV  Facilities  shall be paid by the  Purchaser  prior to the
          execution of Amendment 6. The billing for July 2002 energy supplied by
          the District to the Purchaser pursuant to this Contract, which billing
          shall be rendered by the District on or before the fifth day of August
          2002,  shall be paid by the Purchaser by August 25, 2002, at the price
          of [confidential information intentionally deleted]/MWh."

               "(b) By January 25,  2005,  Purchaser  shall pay the District for
          the energy  delivered  pursuant to this Contract during December 2004,
          the amount referred to in  subparagraph  (a)(2) and the annual true-up
          for 2004, if any,  required  under (a)(5),  above.  The District shall
          include in the monthly  statement  for said Month all the  information
          referred to in  subparagraphs  (a)(2)  through and  including  (a)(5),
          above."

               "(c) The District may, whenever any undisputed amount due remains
          unpaid  subsequent to the 30th day after the due date and after giving
          30  days  advance  notice  and  opportunity  to cure  in  writing  via
          registered  mail,  terminate  this Contract if Purchaser has failed to
          cure within the said 30 days,  but no such  termination  shall relieve
          the  Purchaser  from  liability for its default.  No such  termination
          shall  relieve the District  from any liability for damages or prevent
          Purchaser  from  obtaining any other  remedy(ies)  allowable at law or
          equity for breach of this Contract."


          5. The contents of Sections 5 and 6 of the  Contract  shall be deleted
     and replaced in each instance with a new title: "Reserved."

                                      -7-
<PAGE>

          6. In  Section 7 of the  Contract,  in the first  sentence,  the words
     "follows  (while  this  Section 7  references  deliveries  from the Nuclear
     Facility,  it is agreed by the parties  that this Section 7 also applies to
     deliveries  at  other  locations  on the  Purchaser's  system  pursuant  to
     Amendment  6)." shall be inserted after the word "as," and the remainder of
     the sentence shall be deleted.

          In the second sentence, the words "Purchaser and the," "respectively,"
     "each" and "other"  shall be  deleted,  and the word  "Purchaser"  shall be
     inserted after the words "deliver to the."

          In paragraph "a" in line 1, the words "Contract Year" shall be deleted
     and replaced with the words  "calendar  year,  except 2002," the words "for
     each Month of the  ensuing  calendar  year"  shall be added after the words
     "total  energy,"  a  semicolon  shall be added  after  the  words  "Nuclear
     Facility," and the remainder of the paragraph shall be deleted.

          In  paragraph  "b" the words  "Contract  Year"  shall be  deleted  and
     replaced  with the words  "calendar  year," and the words  "desired  by the
     Purchaser or the District, as the case may be," shall be deleted.

          In  paragraph  "c" the words "At least eight hours  before 12:01 A.M.,
     C.S.T." shall be deleted and replaced with the words "By 8:00 A.M., C.P.T."
     and the  words  "shall  be  provided  to the  Purchaser  for the next  day"
     followed  by a period  (".")  shall be  inserted  after the  words  "energy
     deliveries"  and  the  remainder  of the  sentence  shall  be  deleted.  In
     addition,  the following  words shall be added at the end of the foregoing:
     "The District  shall  separately  identify any amounts  being  scheduled as
     Supplementary  Energy, as well as any amounts of such Supplementary  Energy
     scheduled  to be  delivered  to mutually  agreeable  points  other than the
     Nuclear Facility switchyard."

          In  addition  the next to last  paragraph  of  Section 7, added to the
     Contract by Amendment Number 2, shall be deleted.

          In the last paragraph of Section 7 the phrase "Contract Year" shall be
     deleted  and  replaced by the phrase  "calendar  year" each time the former
     phrase appears in the paragraph.  In addition the words "agree on" shall be
     deleted and replaced by the phrase "consult regarding."

          7.  In  Section  10 of the  Contract  the  first  paragraph  shall  be
     designated  as  paragraph  "a," and the  following  words shall be inserted
     between the words  "Purchaser if" and "the District:" "the Nuclear Facility
     is reduced below a net 650 MWh per hour and."

          In addition, the second paragraph of the Contract shall be deleted and
     the following paragaphs "b," "c" and "d" shall be added.

                                      -8-
<PAGE>

          "(b) If the amount of energy  produced  from the  Nuclear  Facility is
     reduced below a net 650 MWh per hour due to External  Uncontrollable Forces
     (as hereinafter defined),  fifty per cent of such reductions shall apply as
     reductions  to the  Guaranteed  Minimum  Energy but only for so long as the
     reduction  is  attributable  to the  event  or  circumstance  creating  the
     External  Uncontrollable  Forces.  For purposes of this Contract,  External
     Uncontrollable  Forces means an event or  circumstance  which  prevents the
     District from performing its obligations  under this Contract,  which event
     or  circumstance  was  not  anticipated  or  foreseeable,  which  event  or
     circumstance  is not within the control of, or the result of the negligence
     of the District,  and which, by exercise of due diligence,  the District is
     unable  to  overcome  or avoid or cause to be  avoided.  Reductions  in the
     Nuclear  Facility's  production  due  to  any of  the  following:  (i)  the
     breakage,  accident  or failure of  materials,  machinery,  equipment,  and
     personnel resulting from causes other than External  Uncontrollable Forces;
     or (ii) voluntary or regulatory  shutdowns shall not apply as reductions to
     the  Guaranteed  Minimum  Energy  obligation.  Reductions  in  the  Nuclear
     Facility's  production due to any of the following:  (i) storm damage; (ii)
     low Missouri River water levels or high Missouri River water  temperatures;
     or  (iii)  acts  of  war or  terrorism  (including,  but  not  limited  to,
     government-ordered   shutdowns  of  nuclear  plants  due  to  a  threat  of
     terrorism)  shall be considered  External  Uncontrollable  Forces and shall
     apply as  reductions  to the  Guaranteed  Minimum  Energy  obligation.  The
     District shall provide reasonable  documentation supporting the declaration
     of an External  Uncontrollable Force to Purchaser.  Any and all benefits or
     proceeds received by the District as a result of any remedy associated with
     the External  Uncontrollable  Force caused by a third party shall be shared
     equally  between the  parties;  however,  the sum of the value  MidAmerican
     receives  under  paragraph  "c," below,  plus its share of the  benefits or
     proceeds  referred to in the prior sentence,  shall not exceed the value of
     the energy Purchaser was entitled to receive but did not receive due to the
     External Uncontrollable Force.

          "(c) To the extent the District  fails to deliver to the  Purchaser in
     either  2003  or  2004,  the   Guaranteed   Minimum  Energy  as  originally
     established,  due to External Uncontrollable Forces, the District shall pay
     within 30 days  after the end of such year to the  Purchaser,  an amount of
     [confidential   information   intentionally   deleted]  (during  2003)  and
     [confidential  information  intentionally deleted] (during 2004) per MWh it
     fails to deliver in such year."

          "(d) If the District reduces Total Delivered Energy due to an External
     Uncontrollable  Force to an average less than a net 190 MWh per hour over a
     six (6) month period,  then the Purchaser may serve written notice upon the
     District of the Purchaser's  intention to terminate the Contract within ten
     (10) business  days.  Any such  termination  shall not relieve the District
     from any  liability  for damages or prevent  Purchaser  from  obtaining any
     other remedy(ies) allowable at law or equity for breach of this Contract."

                                      -9-
<PAGE>

          8. The contents of Sections 12 and 13 of the Contract shall be deleted
     and replaced in each instance with a new title: "Reserved."

          9. The  contents  of Section 14 of the  Contract  shall be deleted and
     replaced with the following:

          The  Purchaser  certifies  that it continued its purchase of insurance
          applicable  to 50% of the Cooper  plant for primary  nuclear  property
          insurance,  excess nuclear property insurance,  and nuclear accidental
          outage  insurance  through,  and  including,  the  execution  date  of
          Amendment 6.

          10. In the heading for Section 15, the words "OF EHV FACILTIES"  shall
     be added  after the word  "MAINTENANCE".  In  addition,  line 2 of  amended
     Section 15, of the Contract, the following words "Nuclear Facility and the"
     shall be deleted.

          In  addition,  after the  sentence  ending with the words  "safety and
     expedition"  the  following  shall be  added:  "Notwithstanding  any  other
     provision of this Contract,  all operating and  maintenance and renewal and
     replacement  projects that are projected to cost in excess of [confidential
     information  intentionally  deleted]  shall  require  the prior  consent of
     Purchaser  for the  Purchaser  to be obligated to pay its 50% share of such
     projects,  or if in the  aggregate  all  such  costs  exceed  [confidential
     information  intentionally deleted] in a given calendar year all such costs
     shall  require  the prior  consent of  Purchaser  for the  Purchaser  to be
     obligated to pay its 50% share of such projects, which consent shall not be
     unreasonably  withheld.  The District shall provide Purchaser with economic
     and  engineering  analysis  that  examines  the costs and  benefits  of all
     proposed  projects  that are  projected to cost in excess of  [confidential
     information  intentionally  deleted].  The parties' Transmission  Operating
     Agreement  dated  February  20,  1968,  as  amended,  is not amended by the
     parties' Amendment 6 to this Contract.

          In  addition,  in Section 15, in the third to last  sentence the words
     "the Nuclear  Facility and" shall be deleted,  the words "and  maintenance"
     shall be inserted  after the word  "operating,"  and the last two sentences
     shall be deleted.

          11.  The  contents  of  Sections  16 and 17 of the  Contract  shall be
     deleted and replaced in each instance with a new title: "Reserved."

          12. In Section 18 of the Contract the words "Nuclear Facility and the"
     shall be  deleted,  and the  words ", and paid by the  District,"  shall be
     inserted  after the words "EHV  Facilities"  and placement of a comma (",")
     after the word "insurance."

          In addition, the following words shall be added after the words "shall
     be paid:"  "50% by the  Purchaser  to the  District  as part of the Monthly
     Power Costs,  provided the liability is not due to or does not arise out of
     the  District's  failure to operate  and  maintain  and make  renewals  and
     replacements  to the EHV  Facilities  consistent  with  Section  15 of this
     Contract."

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<PAGE>

          13. The  contents  of  Sections  20 through  and  including  23 of the
     Contract  shall be deleted and replaced in each  instance with a new title:
     "Reserved."

          IN WITNESS  WHEREOF,  Purchaser  and the  District  have  caused  this
     Amendment  Number 6 to be executed by their duly  authorized  officers  and
     delivered in  counterparts,  each of which when so executed  and  delivered
     (whether  in  person  or by  facsimile)  shall  be  an  original,  and  the
     counterparts taken together shall constitute one instrument.




     NEBRASKA PUBLIC POWER DISTRICT              MIDAMERICAN ENERGY COMPANY


     By: /s/  William J. Fehrman                 By:  /s/  Jack L. Alexander
        ------------------------                     -----------------------
              William J. Fehrman                           Jack L. Alexander
              Vice-President                               Senior Vice-President


                                      -11-