EXHIBIT 10.3

                       MIDAMERICAN ENERGY HOLDINGS COMPANY
                                  P.O. BOX 657
                            DES MOINES, IA 50303-0657

January 24, 1996


Mr. Stanley J. Bright
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50303-0657

Dear Mr. Bright:

     Pursuant to the Agreement and Plan of Exchange ("Exchange Agreement") dated
as  of  January  24,   1996,   by  and  between   MidAmerican   Energy   Company
("MidAmerican"),   and  MidAmerican   Energy  Holdings   Company   ("Holdings"),
MidAmerican will become a subsidiary of Holdings. In recognition of the value of
your past services to MidAmerican and its  subsidiaries,  and in anticipation of
your  contribution  to the  future  growth  and  success  of  Holdings  and  its
subsidiaries,  Holdings  wishes  to  provide  itself  and its  subsidiaries  the
continuing  benefits of your service as a senior  executive  officer of Holdings
and its subsidiaries on the terms and conditions set forth below.

     This letter sets forth our agreement with respect to your  employment  with
Holdings and its subsidiaries during the period commencing on the Effective Time
(as defined in the Exchange  Agreement)  and ending on July 1, 2000 (such period
herein referred to as the "Employment Period").

     1.(a)  Between  the  Effective  Time and May 31,  1997,  you shall serve as
President   and  Chief   Executive   Officer  of   Holdings   performing   those
responsibilities set forth on Exhibit A attached hereto. Commencing June 1, 1997
and  ending  on July 1,  2000,  you  shall  serve as  Chairman  of the  Board of
Directors of Holdings ("Chairman") and Chief Executive Officer of Holdings.  Any
service  required to be performed by you hereunder  shall be of the type usually
performed  by the officer  holding such title at a major  public  company.  Your
duties and services generally shall be performed by you on regular business days
during normal business hours,  and you agree to be present in Des Moines,  Iowa,
as  required  and for as much time as is  necessary  to perform  your duties and
services  for the  business  of  Holdings  and its  subsidiaries.  You  shall be
entitled to vacation in  accordance  with the policy from time to time in effect
for senior executive  officers of the Holdings and its subsidiaries  with credit
for past  service  with  MidAmerican  Energy  Company and its  subsidiaries  and
Iowa-Illinois Gas and Electric  Company.  During the Employment Period you shall
be reimbursed by Holdings in accordance with


<PAGE>



Holdings's policy from time to time in effect for any expenses commensurate with
your position which you may reasonably  incur in the  performance of your duties
and services hereunder and which are properly substantiated.

     (b) In consideration of and as compensation for your services hereunder and
your  agreement  not to compete with  Holdings as set forth  herein,  during the
Employment Period Holdings will pay to you, in equal  installments with the same
frequency as for other  executives  of Holdings,  but at least  monthly,  a base
salary not less than the base salary paid the  Chairman,  such base salary to be
subject to adjustment during the Employment Period in accordance with Holdings's
policy for  executives.  In  addition to such  salary,  you shall be eligible to
receive, as additional compensation,  appropriate management bonuses,  long-term
incentive  awards and such other  compensation  elements as are  applicable,  in
amounts not less than those paid or accrued for the  Chairman  of  Holdings,  in
relation to the achievement by Holdings and its  subsidiaries of corporate goals
and objectives  and Holdings will provide to you all other benefits  accorded to
full-time  senior  executive  employees of Holdings from time to time,  provided
that such benefits  shall be not less in the  aggregate  than those in effect at
MidAmerican Energy Company as of the Effective Time.  Holdings's  obligations to
make the salary payments and to provide the other benefits  provided for by this
paragraph  1(b)  shall be  expressly  contingent  upon,  and  subject  to,  your
observance of, and substantial  compliance with, all of the terms and provisions
thereof.

     2. You agree that during the Employment  Period,  and any additional period
during  which you are  employed  by or act as a  consultant  to  Holdings or any
subsidiary or affiliate,  except with the prior written consent of Holdings, you
will not in any way,  directly or indirectly,  own,  manage,  operate,  control,
accept employment or a consulting position with or otherwise advise or assist or
be actively  connected  with,  or have any  financial  interest in,  directly or
indirectly,  any  enterprise  which  engages  in, or  otherwise  carries on, any
business  activity  in  competition  with  the  business  of  Holdings  and  its
subsidiaries in any geographic  area in which they engage in such business.  You
further  agree that during the  Employment  Period,  and any  additional  period
during which you are employed by Holdings or any subsidiary or an affiliate and,
in any event,  until the sixth anniversary of the Effective Time, subject to the
foregoing,  you will not take any action which might divert from Holdings or any
of its subsidiaries or affiliates,  successors or assigns any opportunity  which
would  be  within  the  scope  of its or  their  respective  present  or  future
operations  or business.  It is understood  that  ownership of not more than one
percent (1%) of the equity  securities  of a public  company  shall in no way be
prohibited pursuant to the foregoing provisions.

     3.  Notwithstanding  any of the  foregoing  provisions  of this  Agreement,
Holdings may terminate your duties and services hereunder during the term hereof

                                        2

<PAGE>



and discharge  you (i) in the event of a breach of this  Agreement by you in any
material  respect as  determined  by the  affirmative  vote of two-thirds of the
membership of Holdings's Board of Directors  ("Board"),  provided that the Board
shall have given you written notice of such breach, and you shall have failed to
remedy such breach within  thirty (30) days of receipt of such notice,  (ii) for
cause,  upon the  affirmative  vote of two-thirds of the membership of the Board
(cause,  for purposes of this  Agreement,  shall mean  persistent  incompetence,
willful  misconduct,  dishonesty or  conviction of a felony),  or (iii) upon the
affirmative vote of two-thirds of the membership of the Board,  provided, in the
case of (iii),  Holdings  shall be obligated to make the salary  payments to and
provide the other benefits  provided for by paragraph 1(b) through the remainder
of the  Employment  Period  notwithstanding  such  termination.  Your duties and
services  hereunder  shall terminate in the event of your death or your physical
inability  to perform the services  required to be  performed by you  hereunder,
provided such  inability  shall have  persisted  for a continuous  period of 270
days.  Should  your  services  be  terminated  by reason of your  breach of this
Agreement,  or for cause, Holdings shall pay to you your salary only through the
end of the calendar month in which such termination occurs, and if your services
are terminated by reason of your death or your physical inability to perform the
services required to be performed by you hereunder prior to the Retirement Date,
your salary  hereunder  shall  terminate on the date benefits in respect of your
death or  physical  disability  are made  available  to your  estate or personal
representative under Holdings's benefit plans.

     In the event of a breach of this  Agreement  by  Holdings  in any  material
respect, such breach shall be deemed to constitute a constructive termination of
your employment in contravention  of this Agreement,  qualifying you for payment
pursuant to paragraph  3(iii) above and such other  remedies as are available in
law or in  equity;  provided,  however,  that you shall  have given the Board of
Holdings written notice of such breach, and the Board shall have failed to cause
Holdings  to remedy  such  breach  within  thirty  (30) days of  receipt of such
notice.

     4. It is understood  and agreed that the services to be rendered under this
Agreement by you are special,  unique and of an  extraordinary  character,  and,
more  particularly,  that in the event of any breach or threatened breach by you
of the provisions of paragraph 2 hereof,  Holdings shall have no adequate remedy
in law.  Consequently,  in the event of a breach or threatened  breach by you of
the  provisions  of  paragraph  2 hereof,  in addition  to  Holdings's  right to
terminate  this  Agreement  pursuant to  paragraph 3 hereof,  Holdings  shall be
entitled to an  injunction  restraining  you from any such breach or  threatened
breach.

     5. Any  paragraphs  sentence,  phrase or other  provision of this Agreement
which is in conflict  with any  applicable  statute,  rule or other law shall be
deemed,  if  possible,  to be modified or altered to conform  thereto or, if not
possible, to be

                                        3

<PAGE>



omitted  herefrom.  The  invalidity  of any portion  hereof shall not affect the
force and effect of the remaining valid portions hereof.

     6. This Agreement is governed by and is to be construed in accordance  with
the substantive law (and not the choice of law rules) of the State of Iowa. This
Agreement  (and the  Exchange  Agreement  at Article V)  constitutes  the entire
understanding  between  you and  Holdings  with  respect to the  subject  matter
contained  herein and,  except as otherwise set forth in this paragraph 6, as at
the  Effective  Time  supersedes  and cancels any and all prior  written or oral
understandings and agreements with respect to such matters.

     7. Any  notice or other  communication  required  or  permitted  under this
Agreement  shall be effective only if it is in writing and delivered  personally
or  sent  by  registered  or  certified  mail,  postage  prepaid,  or sent by an
overnight delivery service, addressed as follows:

If to Holdings:

     MidAmerican Energy Holdings Company
     666 Grand Avenue
     P.O. Box 657
     Des Moines, Iowa 50303-0657

If to you:

     Mr. Stanley J. Bright
     666 Grand Avenue
     P.O. Box 657
     Des Moines, Iowa 50303-0657

or to such other  address as either party may  designate by notice to the other,
and shall be deemed to have been given upon receipt.

     8. This Agreement may be amended only by an instrument in writing signed by
the parties hereto, and any provision hereof may be waived only by an instrument
in writing signed by the party or parties  against whom or which  enforcement of
such waiver is sought. The failure of either party hereto at any time to require
the  performance  by the other party hereto of any provision  hereof shall in no
way affect the full right to require such  performance  at any time  thereafter,
nor shall the waiver by either party hereto of a breach of any provision  hereof
be taken or held to be a waiver of any succeeding  breach of such provision or a
waiver  of the  provision  itself or a waiver  of any  other  provision  of this
Agreement.

     9. This  Agreement  is  binding on and is for the  benefit  of the  parties
hereto and their respective  successors,  heirs,  executors,  administrators and
other legal

                                        4

<PAGE>



representatives.  Neither this Agreement nor any right or obligation hereunder 
may be assigned by Holdings or by you.


     10. This Agreement may be executed in several  counterparts,  each of which
shall be deemed an original,  but all of which shall constitute one and the same
installment.

     11.  This  Agreement  shall have no force and  effect  unless and until the
Effective Time.

Sincerely,

MIDAMERICAN ENERGY HOLDINGS COMPANY



By:      /s/ RUSSELL E. CHRISTIANSEN
         ---------------------------
         Russell E. Christiansen
         Chairman

Accepted and agreed to as
of the date first written
above


         /s/ STANLEY J. BRIGHT
         ---------------------------
         Stanley J. Bright






                                        5

<PAGE>
                                                                       EXHIBIT A


RESPONSIBILITIES OF PRESIDENT AND CEO:

         *     Development of Strategic Options

         *     All Operating Functions

         *     Financial Management

            *      Budgeting, Financial Planning and Financial Analysis

            *      Treasury Functions

            *      Finance, including relationships with Institutional
                   Investors, Analysts and other shareholders; Investment
                   Banking Relationships and Dealing with Credit Rating
                   Agencies

            *    Dealings with External Auditors

            *    Accounting, Financial Reporting, and Taxation

         *     Legal Affairs

         *     Corporate Development

         *     Rates and Regulatory Matters

         *     Governmental Affairs

         *     Marketing and Economic Development

         *     Human Resources

         *     Other Administrative Functions (e.g., Purchasing and
               Management Information Services)