EXHIBIT 10.17

                                 STATE OF IOWA

                             DEPARTMENT OF COMMERCE

                                UTILITIES BOARD
_______________________________________________________________________________

IN RE:
                                                       DOCKET NOS. RPU-01-3
MIDAMERICAN ENERGY COMPANY                                         RPU-01-5

_______________________________________________________________________________

                 ORDER APPROVING SETTLEMENT WITH MODIFICATIONS

                           (Issued December 21, 2001)

                               PROCEDURAL HISTORY

     On March 14, 2001,  the Consumer  Advocate  Division of the  Department  of
Justice  (Consumer  Advocate) filed with the Utilities Board (Board) a petition,
pursuant to Iowa Code Sec. 476.3(2),  alleging that MidAmerican Energy Company's
(MidAmerican)  jurisdictional electric rates were excessive in the annual amount
of $77,002,803. On April 13, 2001, the Board docketed the proceeding, identified
as Docket No. RPU-01-3, and set a procedural schedule.

     On June 11,  2001,  MidAmerican,  as part of its  responsive  testimony  in
Docket No. RPU-01-3, filed an application for a general increase in its electric
rates in the amount of  $50,529,035.  The Board docketed the  application  for a
rate increase,  identified as Docket No. RPU-01-5, by order issued July 9, 2001.
The Board did not set a procedural schedule but instead suspended the procedural
schedule in Docket No. RPU-01-3,  because MidAmerican and Consumer Advocate said
they had reached  agreement on a  settlement  outline  that,  if approved by the
Board, would resolve all outstanding issues in both dockets.

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DOCKET NOS. RPU-01-3, RPU-01-5
PAGE 2

     A  proposed  settlement  was  filed  with  the  Board  on  July  12,  2001.
Signatories to the proposed settlement are MidAmerican,  Consumer Advocate,  the
International  Brotherhood of Electrical Workers Iowa State Conference,  Deere &
Company, and Local Union 109,  International  Brotherhood of Electrical Workers,
AFL-CIO. Two intervenors, Archer Daniels Midland Company (ADM) and Ag Processing
Inc. (Ag Processing),  oppose the settlement.  Another intervenor, IES Utilities
Inc. and Interstate Power Company (Alliant Energy),  did not sign the settlement
but filed comments on July 13, 2001,  indicating Alliant Energy had no objection
to the Board entering an order approving the settlement.

     Pursuant to 199 IAC  7.2(11)"c,"  Ag Processing and ADM each filed comments
opposed to the settlement on August 10, 2001.  Three sets of reply comments were
filed  on  August  24,  2001.  One  set  was  filed  by all  signatories  to the
settlement,  a second  set was  filed by  MidAmerican,  and a third set filed by
Consumer Advocate.

     On August 20, 2001,  the Board  entered an order  setting a hearing date on
the  settlement  and  requiring   MidAmerican  and  Consumer  Advocate  to  file
additional information. A hearing on the settlement was held on October 4 and 5,
2001. Initial briefs were filed on October 19, 2001, and reply briefs were filed
on October 26, 2001.  Subsequent to the reply briefs and not provided for by the
rules or procedural schedule, ADM's counsel submitted a letter taking issue with
various points raised in  MidAmerican's  and Consumer  Advocate's  reply briefs.
MidAmerican filed a letter in reply and Consumer Advocate filed a letter stating
it did not intend to respond.

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                         SUMMARY OF PROPOSED SETTLEMENT

     The proposed  settlement outline attached to the settlement  agreement is a
one-page  document  that  provides as its basic  premise  that there shall be no
change in  existing  MidAmerican  rates.  There is an  exception  to this  basic
premise if MidAmerican  and Consumer  Advocate file for a revenue neutral change
in rates for the purpose of  improving  rate design or bringing  rates closer to
the cost of service.  Consumer  Advocate agrees not to file for a rate reduction
during the term of the settlement (December 31, 2005) and MidAmerican agrees not
to seek a rate increase unless its financial viability is threatened because its
debt rating falls below investment grade.

     The proposed  settlement  continues much of the settlement  approved by the
Board on June 27, 1997, in Docket Nos.  APP-96-1 and RPU-96-8 (APP  settlement).
For  example,  there is no change in the revenue  requirement  from the implicit
revenue  requirement  contained in the APP  settlement,  there are no changes in
existing  rates or  trackers,  and a 12 percent  return on equity is used as the
revenue sharing  threshold.  The proposed  settlement runs through  December 31,
2005.

     Among  the  important  APP  settlement  pieces  continued  in the  proposed
settlement is the elimination of MidAmerican's  energy adjustment clause.  Based
on the APP settlement, MidAmerican's monthly rates include a set amount for fuel
costs.  MidAmerican  retains all the risk and reward for fuel costs fluctuations
that normally flow directly to ratepayers  through the energy adjustment clause.
The settlement

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DOCKET NOS. RPU-01-3, RPU-01-5
PAGE 4

also continues the Cooper tracker, which allows MidAmerican to recover the costs
of capital  additions to Cooper Nuclear  Station through the use of an automatic
recovery  mechanism.  The theory  behind the Cooper  tracker is that recovery of
such costs should be assured because the federal Nuclear  Regulatory  Commission
generally mandates the capital additions.

     There  are  several  significant   differences  or  changes  from  the  APP
settlement to the proposed settlement.  First, because a rate reduction was also
part of the APP settlement,  the APP settlement  provided that MidAmerican could
use  some  of the  reduction  to  offer  special  discounts  to  commercial  and
industrial  customers.  There is no money for  these  special  contracts  in the
proposed settlement and, in fact, commercial and industrial customers who signed
special  contracts  will  return to tariff  rates when their  contracts  expire.
Second,  the revenue sharing mechanism in the APP settlement  resulted in direct
refunds to customers. In the proposed settlement, the revenue sharing is used to
offset  the  cost  of  future  plant  investments,  providing  indirect,  future
benefits.

     A final  aspect of the  settlement  is that it does  nothing to resolve the
price  differentials  in MidAmerican's  three rate zones. As noted earlier,  the
proposed  settlement  provides  that after  December  1, 2002,  MidAmerican  and
Consumer  Advocate may jointly file for revenue neutral rate design changes that
would  reduce the  disparity  between the zones.  If  MidAmerican  and  Consumer
Advocate  cannot agree on proposed  changes,  no rate design  proposal  could be
filed by those parties

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DOCKET  NOS. RPU-01-3, RPU-01-5
PAGE 5

until after December 31, 2005. Other entities, however, are not precluded by the
proposed settlement from initiating a rate design proceeding.

                                   DISCUSSION

A.   INTRODUCTION

     Subrule 199 IAC 7.2(11) provides, in part, that the Board shall not approve
settlements  "unless the  settlement is reasonable in light of the whole record,
consistent with law, and in the public  interest."  Paragraph 199 IAC 7.2(11)"e"
grants the Board discretion in determining  whether to schedule a hearing on the
contested  issues after the close of the comment period  provided for in 199 IAC
7.2(11)"c."

     The  proponents  of the  settlement  claim  three  primary  benefits:  rate
stability through what is termed a five-year rate freeze,  revenue sharing,  and
the commitment to build new generation in Iowa. These benefits will be addressed
separately and then the Board will address several  miscellaneous  issues raised
by the settlement. However, the issues are intertwined, and a discussion of rate
stability,  for example,  must include at least some discussion about how a rate
freeze  facilitates  construction  of revenue  producing  assets,  including new
generation.

     The Board may accept or reject the proposed settlement in its entirety. The
Board may also modify the proposed settlement.  However,  because the settlement
agreement provides as a condition  precedent that it "shall not become effective
unless and until the Board accepts the same in its entirety without condition or

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DOCKET NOS. RPU-01-3, RPU-01-5
PAGE 6

modification...,"  any  modifications  made by the Board must be accepted by the
settlement signatories or the settlement is null and void.

     The proposed  settlement  recognizes that MidAmerican  operates in a hybrid
environment,  with the retail side of its business remaining regulated while the
wholesale  side is now  competitive  and  subject  to market  forces.  Given the
current hybrid environment in which MidAmerican operates,  and particularly with
the  volatility in the  wholesale  market that has existed for at least the last
year, the Board believes that a more flexible  regulatory  approach is required.
This flexible approach was first utilized,  at least on a wide scale, in the APP
settlement.  The Board  agrees  with the basic  approach  and  structure  of the
settlement,  but believes some minor modifications are required for the proposed
settlement to be reasonable  and in the public  interest.

B. RATE STABILITY

     The  settlement  is in some  important  aspects a  continuation  of the APP
settlement.  Taken together with the APP settlement approved in 1997, settlement
proponents argue that the current settlement provides rate stability because, if
the  settlement  is  approved,   MidAmerican   customers  will  experience  nine
consecutive years without a rate increase, sparing them from the vagaries of the
wholesale  market  through  MidAmerican's  agreement not to reinstate its energy
adjustment  clause.  The settlement does,  however,  allow the Board to consider
rate  design  changes  prior  to the  expiration  of the  settlement,  including
mitigation of geographic

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DOCKET   NOS.  RPU-01-3,   RPU-01-5
PAGE  7

pricing disparities.  Perhaps most  important,  the settlement  facilitates new
generation  and  delivery   reliability   investments  by  providing  regulatory
stability throughout the five-year settlement period.

     ADM and Ag  Processing  argue that while  rates may have  remained  stable,
MidAmerican's  revenues have increased with load growth.  Because the settlement
proponents have not presented the Board with an explicit revenue requirement, it
is impossible to know if existing rates, while they may have been stable, exceed
MidAmerican's  cost of service.  This is  particularly  true since there has not
been a fully litigated rate case involving MidAmerican, which was formed through
various mergers over the past ten years. (Tr. 28; 29; 286).

     There  are  substantial  benefits  to  a  five-year  settlement.  First,  a
predictable revenue stream for MidAmerican will facilitate investment in revenue
producing  assets,  such as new  generation.  MidAmerican  is  assured  that any
increased  revenue from those assets will not be reflected in rates for at least
the term of the settlement.  Second, customers have price surety for five years,
absent any rate design changes.  Third, rate stability  encourages the efficient
operation of revenue producing assets. If MidAmerican  effectively maintains its
generating  and  transmission  assets and  appropriately  administers  wholesale
sales,  both  MidAmerican  and its  customers  will benefit  through the revenue
sharing mechanism.

     ADM and Ag  Processing  argue the  settlement  does not in fact provide for
price stability because it produces an increase for contract customers and there
is a

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DOCKET NOS.  RPU-01-3,  RPU-01-5
PAGE 8

possibility of price increases for certain  geographic zones or customer classes
if a rate design proceeding is brought. The contract customers will be addressed
first.

     The  APP  settlement   provided  for  commercial  and  industrial  customer
reductions totaling $10 million.  The APP settlement allowed MidAmerican to make
the  reductions  through  special  contract  discounts and a retail access pilot
project.  To the extent the reductions were not made through contract  discounts
and the pilot project,  the remaining  balance was used to reduce commercial and
industrial  tariff rates.  Most of the APP contracts will expire before December
31, 2005,  and,  pursuant to the terms of the  settlement,  those customers will
return  to tariff  rates.  Ag  Processing  and ADM argue  that  unless  expiring
contracts are extended  through  December 31, 2005,  there is no rate stability,
because tariff rates are higher than the contract rates.

     Because the APP settlement allowed  industrial and commercial  customers to
negotiate  special  contracts,  contract length and pricing were subject to arms
length negotiation. Contracts with different lengths had different discounts and
carried  different  risks.  The expectations of those customers should have been
that, when the contracts expired,  they would return to standard tariff rates or
enter into new  arrangements  based on the  regulatory  environment at the time.
(Tr.  25; 312;  314).  There is nothing in the APP  settlement  that should have
caused them to expect  that their  contracts  would be extended or their  tariff
rates reduced.  Allowing those with expiring  contracts special treatment shifts
some  of  the  risk  they  assumed  when  they

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DOCKET  NOS.  RPU-01-3,  RPU-01-5
PAGE 9

negotiated the contracts.  If MidAmerican's revenues increase as a result of the
expiring  contracts,  those  increases will be reflected in the revenue  sharing
mechanism.

     Price disparities in MidAmerican's pricing zones may largely be a result of
the merger of various  utilities to form  MidAmerican and not the result of cost
of service  differences  between the zones.  Bringing together various rate zone
prices  raises not only cost of service  issues,  but also policy issues such as
rate shock.  MidAmerican and Consumer Advocate  acknowledge  MidAmerican's  rate
design  disparities  but argue  that the  customer  benefits  from the  proposed
settlement  outweigh  the  benefits  of  moving  forward  with a full  contested
proceeding at this time. (Tr. 225-26; 286-88).

     The Board recognizes the difficulties in merging  different  pricing zones,
particularly when price  differences may largely be a historical  anomaly due to
prior mergers.  However,  the Board believes this issue needs to be investigated
to assure fair allocations among customers and customer  classes,  and questions
the benefit of requiring  MidAmerican  and Consumer  Advocate to agree on a rate
design proposal before either can file a proposal with the Board and prohibiting
either from filing a proposal prior to December 1, 2002. Because the filing will
be a contested case proceeding  where all intervenors can argue their respective
positions  before  the  Board,  the Board  does not see the  value in  requiring
MidAmerican and Consumer  Advocate to agree before either can file a rate design
proposal  or  restricting  when such a  proposal  can be filed.  The Board  will
condition  approval of the settlement on

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DOCKET NOS. RPU-01-3, RPU-01-5
PAGE 10

a modification that will allow either MidAmerican or Consumer Advocate to file a
revenue  neutral  rate  design  proposal  at any time.  Other  entities  are not
constrained by the settlement from making a rate design proposal.

     It is  unfortunate  that the term rate freeze has been  injected into these
proceedings,  not by the terms of the settlement itself, but by usage of some of
the parties in press releases, at hearing, and in brief. The settlement provides
that "there  shall be no change in existing  rates."  MidAmerican  and  Consumer
Advocate  at  hearing  explained  that this  means  there is no change in tariff
rates.  Customers  with expiring  contracts  will return to tariff rates,  which
remain the same. However, as pointed out by ADM and Ag Processing,  those tariff
rates are higher  than their  contract  prices.  From ADM's and Ag  Processing's
perspective, this is not a rate freeze.

     In  addition,  if a revenue  neutral  rate  design case is filed as allowed
under the  settlement,  there is another  exception  from the general  rule that
there are to be no changes in  existing  rates.  While the rate  design  case is
revenue neutral from MidAmerican's  perspective,  it is not revenue neutral from
the  perspective of customers  whose rates may be changed.  While the use of the
term "rate  freeze" was  unfortunate,  the  settlement  and testimony at hearing
clearly  spelled out the exceptions to the general rule that existing rates will
not change.  Also, if differences in the pricing zones are due to historical and
geographic  issues,  not cost of service issues,  those  disparities  need to be
addressed.  The Board encourages all parties to

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DOCKET NOS.  RPU-01-3,  RPU-01-5
PAGE 11

this proceeding to begin  collaboration  on rate design issues so that a
proposal  may be filed with the Board for all to consider.

C.  REVENUE SHARING MECHANISM

     The  settlement  proponents  claim the  moderation  of future rate  impacts
through the revenue sharing mechanism is an important benefit of the settlement.
The sharing  mechanism  uses a  threshold  return on common  equity  (ROE) of 12
percent. If MidAmerican's annual ROE on Iowa jurisdictional  electric operations
is between 12 and 14 percent for each of the calendar  years 2001,  2002,  2003,
2004,  and 2005,  MidAmerican  will retain 50 percent of the  revenues  above 12
percent and the remainder  will be accounted  for as a regulatory  liability and
ultimately used to offset allowance for funds used during  construction  (AFUDC)
on future generation plant investment  committed to or completed by December 31,
2005. If MidAmerican's ROE exceeds 14 percent in any of those years, MidAmerican
will retain 16.67  percent of the revenues  above 14 percent and account for the
remaining 83.33 percent of the revenues in the regulatory  liability  account to
offset AFUDC.

     The  revenue  sharing  mechanism  is distinct  from the  sharing  mechanism
approved in the APP settlement,  because it does not refund the customer's share
of the excess  earnings in the following  year but rather accrues these earnings
in a regulatory liability account that will be used to offset AFUDC on new plant
investment as AFUDC is accrued.  (Tr. 182-84). ADM argues that the AFUDC accrual
fund  creates  generational  inequities,  because  current  customers  in effect
overpay in their

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DOCKET  NOS.  RPU-01-3,  RPU-01-5
PAGE 12

rates to build up a fund to offset future AFUDC on future plants. ADM argues any
revenue  sharing  mechanism  should return money directly to ratepayers,  as was
done in the APP  settlement.

     The revenue sharing mechanism,  which allows the funds to be used to offset
AFUDC, benefits ratepayers,  because it helps avoid the rate shock that normally
occurs  when new  plants  are  placed  in rates.  However,  these  benefits  are
contingent on MidAmerican's  commitment to build,  which includes its acceptance
of ratemaking principles in its pending ratemaking principles proceeding, Docket
No. RPU-01-9.

     Assuming  that the  commitment  to build is adequate,  the revenue  sharing
mechanism is reasonable. The minimal intergenerational inequities that may occur
are  offset by the  avoidance  of rate  shock  when the new plant or plants  are
completed.

     The 12 percent return on equity trigger for the revenue  sharing  mechanism
is at the high end of the  Board's  general  method  for  determining  return on
equity, which adds 250-450 basis points to the most current A-rated utility bond
yield.  Setting  the  trigger  at this  level  should  be  sufficient  to  allow
MidAmerican to remain financially  healthy.  The 12 percent being approved here,
though, is not a state-authorized  return on equity in the traditional sense but
merely a trigger for a revenue sharing mechanism.

     Approval  of this  trigger  amount  does not signal a shift in the  Board's
method for determining  return on common equity.  The 12 percent trigger is part
of an overall


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DOCKET NOS. RPU-01-3,  RPU-01-5
PAGE 13

settlement  based,  in  part,  on  the  unique  risk  characteristics  faced  by
MidAmerican,  which include the elimination of its energy adjustment clause, the
commitment to build utility-owned generation,  and the settlement commitment not
to bring a rate increase proceeding, absent extraordinary circumstances detailed
in the  settlement,  until the  settlement  term  expires  in 2005.  Because  of
MidAmerican's unique risks under this settlement,  the 12 percent trigger cannot
be seen as precedent in setting the return on equity in any  subsequent  utility
rate  case.

D.  COMMITMENT  TO BUILD

     The  proposed  settlement  provides  that  "MidAmerican  commits to build a
coal-fired generation facility and natural gas-fired generation facility in Iowa
subject to receipt of acceptable  regulatory treatment consistent with Iowa Code
476A and HF 577."  MidAmerican  has filed with the Board in separate  dockets an
application to construct a natural  gas-fired  generation  facility known as the
Greater  Des Moines  Energy  Center  (Docket  No.  GCU-01-1)  and a request  for
determination  of ratemaking  principles  for that plant (Docket No.  RPU-01-9).
MidAmerican  witness Crist  testified  about how the state's energy policy,  the
Greater Des Moines Energy Center,  and the proposed  settlement are intertwined:


          The Greater Des Moines Energy Center,  this rate  settlement,  and the
          energy  policy for the State of Iowa,  as  embodied in House File 577,
          are strongly linked.  The passage of House File 577 and the new energy
          policy profoundly changed MidAmerican's approach to capacity. That law
          created  a  climate  under  which  MidAmerican,   our  utility,  would
          encourage utility-built generation, as well as the rate--encourage the
          rate

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DOCKET  NOS.  RPU-01-3,  RPU-01-5
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          settlement.  So thus the Greater Des Moines  Energy  project is linked
          tightly to both the energy policy in the State of Iowa, as well as the
          rate settlement. (Tr. 21-22).

     Ag Processing and ADM argue that this "commitment" to build the Greater Des
Moines  Energy  Center is a soft  commitment  that is  conditioned  on receiving
favorable treatment in its ratemaking principles  proceeding.  In fact, Consumer
Advocate   witness  Habr   acknowledged   that  there  was  no   unqualified  or
unconditional commitment to build. (Tr. 282).

     The  Board  recognizes  that  the  commitment  to  build  in  the  proposed
settlement  is  conditioned  upon,  among other  things,  MidAmerican  receiving
favorable  treatment  in the  ratemaking  principles  proceeding.  For  example,
MidAmerican  may decide at several  steps during the process not to proceed with
the Greater Des Moines Energy  Center.  If no plant is ever built,  the proposed
settlement  provides  some  protection to ratepayers by providing for refunds to
customers,  on a straight-line basis over five years, of excess AFUDC funds. The
refunds will take place after 2005 and would not be completed,  at the earliest,
until 2010.

     The Board does not believe it is in the public  interest for those funds to
remain  with  MidAmerican  for that  length  of time if there is not  reasonable
progress towards the building of new utility-owned  generation.  Therefore,  the
Board will modify the settlement to require  MidAmerican to file each February 1
an annual  progress  report on the  Greater Des Moines  Energy  Center and other
projects for which the funds can be used pursuant to the  settlement.  The first
report will be due in 2003 and the last in

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PAGE 15

2006.  If an annual report shows that  reasonable  progress has not been made on
the Greater Des Moines  Energy  Center or other  projects in the past year,  the
Board may order an immediate refund to customers of appropriate  amounts accrued
in the  AFUDC  account  as a  result  of the  revenue  sharing  mechanism,  plus
interest.

     The Board notes that the word  "progress"  does not  necessarily  mean that
there  have been  construction  activities  that  year.  Progress  could be, for
example,  in MidAmerican's  acceptance of ratemaking  principles in a ratemaking
principles proceeding.

E.   MISCELLANEOUS  ISSUES

     1. REVENUE REQUIREMENT

     There has been a continuing  dispute in this docket  regarding  whether the
settlement proponents are required to agree to a specific revenue requirement in
the settlement.  ADM and Ag Processing claim the settlement's failure to contain
a revenue  requirement  violates  Board  rules  and  warrants  dismissal  of the
settlement. The Board denied a motion to dismiss made prior to the first witness
being called at hearing; a second motion to dismiss was made at the close of the
evidence and was not ruled upon at hearing.

     Paragraph  199  IAC  7.2(11)"a"  provides,   in  part,  that  "in  proposed
settlements  which resolve all revenue  requirement  issues in a contested  case
proceeding, parties to the settlement shall jointly file the revenue requirement
calculations  reflecting  the  adjustments  proposed to be settled." By its very
terms, this rule does not require a

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DOCKET  NOS.  RPU-01-3,  RPU-01-5
PAGE 16

revenue requirement to be filed in this case. Revenue  requirement  calculations
are only required if some or all of the revenue  requirement issues are settled.
Here, no individual  revenue  requirement issues were settled so no calculations
are  required by the rule.  The settling  parties are only  required to identify
their "range of positions," which they have done.

     ADM's  assertion that  MidAmerican is in effect  deregulated  and has never
been subject to a full  investigation of its operations are untrue.  While it is
true that no revenue  requirement has been established for MidAmerican since its
creation by two  mergers,  volumes of  information  have been  evaluated  by the
Board,  not only in this docket but also in Docket No.  APP-96-1.  While much of
this  evidence was not  introduced  at hearing,  the Board has an  obligation to
review and evaluate this information,  because 199 IAC 7.2(11) provides that the
Board cannot approve a settlement unless it is reasonable in light of the "whole
record." The rule does not limit the Board's  evaluation  of a settlement  to an
"evidentiary  record." The Board also notes that other aspects of  MidAmerican's
operations have been examined in numerous other dockets before the Board.

     Ag  Processing  and  ADM  never  clearly  state  how  an  explicit  revenue
requirement would be useful. There is an implicit revenue requirement in the APP
settlement,  and that implicit requirement remains unchanged. With the structure
of this settlement,  determination of an explicit revenue requirement appears to
be an

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DOCKET NOS. RPU-01-3, RPU-01-5
PAGE 17

academic exercise with little or no practical  import.  Both on legal and policy
reasons, the motion to dismiss will be denied.

2.   TRANSLINK  RETURN ON EQUITY

     MidAmerican is joining Translink,  a for-profit  transmission company. In a
filing  before  the  Federal  Energy  Regulatory  Commission  (FERC),  Translink
indicates  the state  authorized  return on equity  will  serve as the return on
equity  for  transmission  assets.  Both  Consumer  Advocate  witness  Habr  and
MidAmerican  witness  Stepien  indicated the  settlement did not contain a state
authorized return that will be used in pricing FERC jurisdictional  transmission
assets.  (Tr. 174;  324). The Board in issuing its decision on the settlement is
doing so with the  understanding  that  there is no  state-authorized  return on
equity  resulting from the settlement.  In the event FERC approves the Translink
proposal in its entirety,  the Board will then need to determine an  appropriate
return on equity for MidAmerican for transmission pricing.

3.  VAGUENESS

     ADM argues the  settlement  is vague,  because the issues  settled were not
clearly  identified,  the date the  settlement  terminates  is unclear,  and the
settlement  incorporates  portions of the APP  settlement.  The  settlement  and
hearing testimony, taken together, clearly identify what issues were settled and
how  they  were  settled.  The  settlement  also has a clear  termination  date,
December 31, 2005. Certain provisions of the settlement, however, related to the
sharing   mechanism  and  the  offset  of  AFUDC  on  future   generation  plant
investments, are enforced after that date.


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DOCKET NOS. RPU-01-3, RPU-01-5
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This is not unusual.  For example,  the APP settlement  terminated at the end of
calendar year 2000,  but the revenue  sharing  mechanism for 2000 was calculated
and applied in 2001.

     Finally,  incorporation of portions of the APP settlement does not make the
current  settlement vague. The two settlements share a number of features,  such
as the elimination of MidAmerican's energy adjustment clause.

4. FILING OF REPORT

     The  settlement  provides that the same framework used for filing an annual
revenue  sharing report that has been used as part of the APP  settlement  shall
continue  throughout  the  duration of the proposed  settlement.  This report is
necessary  to  determine  the  accuracy  of the  revenue  sharing  calculations.
However, the settlement also states that this report "shall be supplemented with
the filing of a return on common equity (ROE) realized  exclusively  from retail
customers."

     This supplement to the report is unnecessary,  and the Board will therefore
modify the settlement by eliminating this filing  requirement.  Testimony at the
hearing  demonstrated that this report serves no useful purpose in enforcing the
terms of the  settlement  and was not to be acted upon or approved by the Board.
(Tr.  209-11).  The Board has made great  strides in the last  several  years to
streamline  filing  requirements  in all aspects of its  operations to eliminate
filings that do not provide  information  necessary for the Board to perform its
statutory functions. If future

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DOCKET NOS. PU-01-3, RPU-01-5
PAGE 19

developments indicate such information is useful to the parties or the Board, it
may be obtained by discovery or Board order.

                                FINDINGS OF FACT

     Based on a thorough  review of the whole record in these  proceedings,  the
Board makes the following findings of fact:

1.   The settlement is reasonable in light of the whole record,  consistent with
     law, and in the public interest, if the signatories to the settlement agree
     to the modifications contained in the remainder of these findings.

2.   It is  reasonable  to modify the  settlement to require an annual report on
     the progress of the Greater Des Moines Energy Center and other projects and
     to  allow  the  Board to order  refunds  to  customers,  with  interest  as
     determined by the Board, of appropriate amounts accrued in an AFUDC account
     due to the revenue  sharing  mechanism  contained in the  settlement if the
     Board  determines  reasonable  progress  has not been made during that year
     towards the  completion  of the Greater Des Moines  Energy  Center or other
     projects for which the funds can be used pursuant to the settlement.

3.   It is reasonable  to modify the  settlement to allow any person at any time
     to file a revenue neutral rate design proposal with the Board.

4.   It is  reasonable to modify the  settlement to eliminate the  supplement to
     the annual revenue sharing report that contains a return on equity realized
     exclusively from retail customers.


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DOCKET NOS. RPU-01-3, RPU-01-5
PAGE 20

                               CONCLUSIONS OF LAW

     The Board has  jurisdiction  of the parties and the subject  matter in this
proceeding, pursuant to Iowa Code chapter 476 (2001).

                                ORDERING CLAUSES

IT IS THEREFORE ORDERED:

1.   The settlement filed by MidAmerican  Energy Company,  the Consumer Advocate
     Division of the  Department of Justice,  the  International  Brotherhood of
     Electrical Workers Iowa State Conference,  Deere & Company, and Local Union
     109, International  Brotherhood of Electrical Workers, AFL-CIO, on July 12,
     2001, is approved,  subject to the  modifications  contained in this order,
     and with the  express  understanding  that  the  settlement  does not set a
     state-authorized  rate  of  return  which  will be  used  in  pricing  FERC
     jurisdictional transmission assets.

2.   The signatories to the settlement shall notify the Board within ten days of
     this order if they disagree with any of the modifications to the settlement
     described in this order. If no objections are filed,  the signatories  will
     be  deemed to have  approved  the  modifications  and made them part of the
     settlement.  If  any  objections  are  filed,  the  Board  will  set  a new
     procedural   schedule  for  Docket  Nos.  RPU-01-3  and  RPU-01-5  and  the
     settlement will be deemed null and void.

3.   The motion to dismiss made at the conclusion of the hearing is denied.


<PAGE>

DOCKET  NOS.  RPU-01-3,  RPU-01-5
PAGE 21

4.   Motions and objections  not  previously  granted or sustained are denied or
     overruled.  Any argument in the briefs not  specifically  addressed in this
     order is rejected  either as not  supported by the evidence or as not being
     of sufficient persuasiveness to warrant comments.

5.   MidAmerican shall file the information  outlined in this order on or before
     February 1, 2003,  and shall  continue the filings on an annual basis until
     2006.


                                         UTILITIES  BOARD

                                         /s/ Diane Munns
                                         ----------------

                                         /s/ Mark O. Lambert
                                         -------------------

ATTEST:
         /s/ Judi K. Cooper
         --------------------
         Executive  Secretary

Dated at Des Moines, Iowa, this 21st day of December, 2001.