AMENDMENT NUMBER 5 TO THE
                              POWER SALES CONTRACT
                                     BETWEEN
                           MIDAMERICAN ENERGY COMPANY
                                       AND
                         NEBRASKA PUBLIC POWER DISTRICT



     THIS  AMENDMENT  NUMBER  5 is made  and  entered  into as of the 2nd day of
September,  1997, by and between  MidAmerican  Energy  Company  ("MidAmerican"),
formerly Iowa Power and Light Company,  and Nebraska  Public Power District (the
"District"), formerly Consumers Public Power District.

     WHEREAS,  MidAmerican and the District entered into a Settlement  Agreement
as of May 7, 1997, settling the lawsuit entitled:  MidAmerican Energy Company v.
Nebraska Public Power  District,  Civil Action No.  4-95-CV-80356  in the United
States District Court For The District of Iowa, Central Division; and

     WHEREAS,  MidAmerican  and the  District,  as a result of said  settlement,
reached  agreement to amend  further the Power Sales  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, and March 28, 1974, respectively.

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

     1. Section 15 of the Power Sales  Contract shall be deleted in its entirety
and the following shall be substituted in its place:

          "Section 15. Operation and Maintenance

          The  District  agrees  that it will  operate  and  maintain  and  make
          renewals  and  replacements  to  the  Nuclear  Facility  and  the  EHV
          Facilities  consistent with Prudent Utility Practice.  Prudent Utility
          Practice shall mean any of the practices,  methods and acts which,  in
          the  exercise  of  reasonable  judgment  in the  light  of the  facts,
          including but not limited to the  practices,  methods and acts engaged
          in or  approved  by a  significant  portion  of the  electric  utility
          industry prior thereto, known at the time the decision was made, would
          have been  expected to  accomplish  the  desired  result at the lowest
          reasonable cost consistent with reliability,  safety,  and expedition.
          It is recognized that Prudent  Utility  Practice is not intended to be
          limited to a

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          single best  practice,  method or act to the  exclusion of all others,
          but rather can be within a spectrum of possible practices,  methods or
          acts which  could  reasonably  have been  expected to  accomplish  the
          desired  result  at  the  lowest   reasonable   cost  consistent  with
          reliability, safety and expedition. The District agrees to confer with
          the Purchaser at all reasonable  times when requested by the Purchaser
          and to give good faith  consideration  to the  Purchaser's  reasonable
          recommendations  in regard to  operating  practices of the District as
          related to the Nuclear  Facility and the EHV Facilities.  The District
          and the Purchaser shall each appoint an authorized  representative  to
          an advisory operating committee,  and designate an alternate to act in
          the  absence  of such  representative.  The  committee  shall  meet at
          monthly  intervals  and at other  times  upon the  request  of  either
          representative  to consider  problems and policies in connection  with
          operation,  maintenance,  repair and scheduled  outages of the Nuclear
          Facility  and  to  make  recommendations  to the  District  and to the
          Purchaser."

     IN WITNESS WHEREOF, MidAmerican and the District have caused this Amendment
Number 5 to be executed,  in two  originals,  and delivered by their  respective
officers hereunto duly authorized.



NEBRASKA PUBLIC POWER DISTRICT               MIDAMERICAN ENERGY COMPANY


By:   William R. Mayben                      By:    Stanley J. Bright
    --------------------------                   ------------------------
      William R. Mayben                             Stanley J. Bright
      President and CEO                             Chairman and CEO



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