EXHIBIT 10.4


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


January 24, 1996


Mr. Russell E. Christiansen
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50303-0657

Dear Mr. Christiansen:

     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 the date your  employment
with Holdings and its  subsidiaries  terminates (as defined herein,  "Employment
Period")  and beyond the  Employment  Period,  with  respect to your acting as a
consultant  and advisor to Holdings  during the period  commencing at the end of
the Employment Period and ending on the third anniversary of the retirement date
("Consulting  Period") or until such earlier date as otherwise may be determined
hereunder.

     1.(a)  Between  the  Effective  Time  and May  31,  1997  (the  "Employment
Period"),  you shall serve as Chairman of the Board of the Directors of Holdings
("Chairman"),  performing those responsibilities set forth on Exhibit A attached
hereto.  Your retirement date shall be May 31, 1997 ("Retirement  Date") and the
Consulting  Period shall commence on June 1, 1997.  During the Employment Period
your duties and services generally shall be performed by you on regular business
days during normal business  hours,  and you agree to be present 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


<PAGE>



in accordance  with the policy from time to time in effect for senior  executive
officers of Holdings  and its  subsidiaries  with credit for past  service  with
MidAmerican and its subsidiaries and predecessors of each. During the Employment
Period you shall be  reimbursed by Holdings in  accordance  with the  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 at the  annual  rate of not less than  $400,000,  such base  salary to be
subject to adjustment during the Employment Period in accordance with Holdings's
policy for executives, and shall never be less than the base salary of the Chief
Executive Officer of Holdings. 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 Chief
Executive  Officer 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  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 hereof.

     2.(a)  During the  Consulting  Period,  you shall serve as  consultant  and
advisor to Holdings.  You agree, in your capacity as consultant and advisor,  to
hold yourself ready to and to render such advice and counsel to Holdings and any
of its  subsidiaries  and  affiliates as may be requested from time to time with
reasonable  advance notice by the Board of Directors or Chief Executive  Officer
of  Holdings;  provided,  that you shall not be  required to devote in excess of
sixty  (60)  days in any  twelve-month  period to your  duties  as a  consultant
hereunder,  and provided further that telephonic  consultation shall not require
advance notice.  It is understood and agreed that such requests for consultation
shall not  unreasonably  interfere with your employment with any other employer.
You shall report during the Consulting  Period  directly to the Chief  Executive
Officer of Holdings, who shall represent Holdings in all matters relating to the
performance  of this  Agreement.  During  the  Consulting  Period,  you shall be
reimbursed for any expenses which you may reasonably incur in the performance of
your duties hereunder and which are properly substantiated.


                                        2

<PAGE>

     (b)  In  consideration  of and  as  compensation  for  your  services  as a
consultant and advisor to Holdings hereunder,  and your agreement not to compete
with Holdings as set forth herein,  during the Consulting  Period  Holdings will
pay to you in equal monthly  installments  a consulting fee at a rate of $50,000
per annum.  Holdings  shall not be obligated to make such payments in respect of
any period  following  the  Employment  Period if you  continue  to be  actively
employed by Holdings or any subsidiary or affiliate after the Employment Period.
During  the  Consulting  Period  Holdings  shall  provide  to you  the  benefits
described in paragraph 1 (other than the base salary, bonus, long-term incentive
and other cash  compensation  elements  referred to therein),  including  office
space, equipment and furnishings and a full-time secretary,  selected by you, at
the expense of Holdings in quarters agreed upon by you and Holdings.  Holdings's
obligations  to pay  the  consulting  fee  and  benefits  provided  for by  this
paragraph  2(b)  shall be  expressly  contingent  upon,  and  subject  to,  your
observance of, and substantial  compliance with, all of the terms and provisions
hereof.

     3. You agree that during the Employment  Period and the Consulting  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 engages in
such  business.  You  further  agree that  during  the  Employment  Period,  the
Consulting  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.

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


                                        3

<PAGE>

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 and the salary  payments and other  benefits  provided for by
paragraph  2(b) through the remainder of the Consulting  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 or  consulting  fee, as the case may be, only through the end of the
calendar  month in which  such  termination  occurs,  and if your  services  are
terminated by reason of your death prior to the Retirement Date or your physical
inability  to perform the services  required to be  performed by you  hereunder,
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 the  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  4(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.

     5. 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 3 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  3 hereof,  in addition  to  Holdings's  right to
terminate  this  Agreement  pursuant to  paragraph 4 hereof,  Holdings  shall be
entitled to an  injunction  restraining  you from any such breach or  threatened
breach.

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

     7. 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


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<PAGE>

understanding  between  you and  Holdings  with  respect to the  subject  matter
contained  herein and, except as otherwise set forth in this paragraph 7, at the
Effective  Time of the Share  Exchange  supersedes and cancels any and all prior
written or oral  understandings  and  agreements  with respect to such  matters,
including the  employment  agreement  dated July 26, 1994. It is understood  and
agreed that the share exchange as contemplated  in the Exchange  Agreement shall
not constitute a Change in Control for purposes of the Agreement between you and
MidAmerican,  as successor to Midwest Energy Company, dated April 19, 1989 ("MWE
Agreement")  only, and that  notwithstanding  the  foregoing,  the MWE Agreement
shall remain in full force and effect in accordance  with the terms thereof with
respect to any event, transaction or circumstance other than the share exchange.

     8. 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, IA 50303-0657

If to you:

     Mr. Russell E. Christiansen
     666 Grand Avenue
     P.O. Box 657
     Des Moines, IA 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.

     9. 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.


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<PAGE>


     10.  This  Agreement  is binding on and is for the  benefit of the  parties
hereto and their respective  successors,  heirs,  executors,  administrators and
other legal representatives.  Neither this Agreement nor any right or obligation
hereunder may be assigned by Holdings or by you.

     11. 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
instrument.

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

Sincerely,

MIDAMERICAN ENERGY HOLDINGS COMPANY



By:      /s/ STANLEY J. BRIGHT
         ---------------------
         Stanley J. Bright
         President and
           Chief Executive Officer

Accepted and agreed to as
of the date first written
above.



         /s/ RUSSELL E. CHRISTIANSEN
         ---------------------------
         Russell E. Christiansen




                                      6

<PAGE>

                                                                       EXHIBIT A
RESPONSIBILITIES OF CHAIRMAN

         *    Shareholder Meetings

         *    Meetings of the Board of Directors and Committees of the Board.
              (The Chairman  would preside and the President and CEO would have
              a principal presentation role.)

         *    Agenda  setting for board and board  committee  meetings to be
              done by the Chairman  with  concurrence  of the  President and
              CEO.

         *    Committees of the Board

              *    Executive (President and CEO to serve as chairman; Chairman
                    to serve as vice chairman.)

              *    Nominating

              *    Finance (Chairman and President and CEO to be members.)

              *    Audit

              *    Compensation

              *    Strategy (President and CEO to serve as chairman)

         *    Corporate Charter and Bylaw Revisions

         *    Major Economic Development Initiatives

         *    Major Governmental or Regulatory Initiatives and programs
              undertaken by Holdings at the federal, state or local level.

         *    Major Industry Initiatives


<PAGE>



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

January 29, 1997

Mr. Russell E. Christiansen
P.O. Box 657
Des Moines, IA 50303-0657

Dear Mr. Christiansen:

     By letter  dated as of January 24,  1996  ("Letter"),  you and  MidAmerican
Energy  Holdings  Company agreed to the terms and conditions of your  continuing
employment  as an  employee of Holdings  during the  Employment  Period and as a
consultant to Holdings during the Consulting Period.  This letter sets forth our
agreement as to certain  amendments  to the Letter which will allow the deferral
by you of the annual fee ("Consulting Fee") to be paid to you by Holdings during
the Consulting  Period.  Terms contained herein and not otherwise  defined shall
have the meaning ascribed to them in the Letter.

     1. Paragraph 2 is amended by adding a new subparagraph (c) as follows:

          2.(c). During the Consulting Period you shall be entitled to defer one
          hundred  percent (100%) of your  Consulting Fee pursuant to a Deferred
          Compensation Agreement and in accordance with the terms and conditions
          of  such  Deferred  Compensation  Agreement.  A form  of the  Deferred
          Compensation  Agreement  is  attached  hereto  and by  this  reference
          incorporated herein.

     2. All other terms and conditions of the Letter shall remain in full effect
     and are not amended hereby.

MIDAMERICAN ENERGY HOLDINGS COMPANY



By:      /s/ STANLEY J. BRIGHT
         --------------------------------
         Stanley J. Bright, President and Chief Executive Officer

Accepted and agreed to as of the date first written above.



/s/ RUSSELL E. CHRISTIANSEN
-----------------------------
Russell E. Christiansen



<PAGE>



                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                         DEFERRED COMPENSATION AGREEMENT
                                      WITH
                             RUSSELL E. CHRISTIANSEN


SECTION 1.     PURPOSE. The purpose of this Agreement is to enable MidAmerican
Energy Holdings Company to retain in its employment the Executive by providing
such Executive the opportunity to defer his cash compensation.

SECTION 2.     DEFINITIONS.

(a) "Cash  Compensation"  means one hundred  percent  (100%) of the  Executive's
annual base salary attributable to his services for the Company between February
1,  1997  and  December  31,  1997,  and  the  cash  portion  of  any  incentive
compensation  received by the Executive  attributable  to 1997 which is eligible
for deferral under the terms of the applicable  incentive  compensation  plan of
the Company.

(b) "Common Stock" means shares of common stock of MidAmerican  Energy  Holdings
Company.

(c) "Company" means MidAmerican Energy Holdings Company.

(d) "Compensation Committee" means the Compensation Committee established by
the Board of Directors of the Company.

(e) "Deferred Compensation" means 100% of the Cash Compensation as defined in
(a) above.

(f) "Executive" means Russell E. Christiansen.

(g) "Plan Year" shall mean each January 1 through December 31.

SECTION 3.     ADMINISTRATION.

(a)  Compensation   Committee.   The  Compensation   Committee  shall  have  the
responsibility of making such determinations as may be necessary or advisable to
administer  the  Agreement.  No member of the  Compensation  Committee  shall be
liable for any act done or determination made in good faith.

(b) Delegation. The Compensation Committee may, in its discretion,  delegate its
routine  administrative duties to an officer or employee of the Company, or to a
committee composed of such officers or employees. The Corporate Secretary of the
Company shall maintain the records and accounts of the Agreement.


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<PAGE>


SECTION 4.     BENEFICIARY DESIGNATION.

Executive shall designate one or more beneficiaries in writing to the Committee.
Such  designation  may be revoked or modified at any time by  designating  a new
beneficiary in writing to the  Committee.  Executive's  beneficiary  designation
shall be deemed automatically revoked in the event all designated  beneficiaries
predecease the Executive or, if the sole beneficiary is the Executive's  spouse,
in the event of  dissolution  of  marriage.  In such event,  or in the event the
Executive does not designate a beneficiary, the benefits hereunder shall be paid
to the Executive's estate.

Section 5.  Book Value Deferral Method.

(a) Deferred Compensation Units. The Book Value Deferral Method credits Deferred
Compensation  units ("Units") to the Executive's  account determined by dividing
the cash amount of Deferred  Compensation  by the Book Value of the Common Stock
at December 31, 1996.  The  Executive's  account  shall be credited with amounts
equal to  dividends  paid in cash from time to time on the Common  Stock.  "Book
Value" of Common Stock shall be the total Common Stock equity on a  consolidated
basis divided by total shares  outstanding,  as shown in the  applicable  annual
report  certified by the independent  certified public  accountants  retained as
auditors of the Company.

(b) Special Ledger.  The Company shall keep an appropriate  record,  hereinafter
called the Special Ledger,  of (i) the amount of Cash  Compensation  deferred by
the Executive,  (ii) the number of Units  credited  under  paragraph (c) of this
Section 5, and (iii) the amount of  dividends  and Units  credited  with respect
thereto under paragraph (d) of this Section 5.

(c)  Credit  of Units to  Account.  The  number of Units to be  credited  to the
Executive's  account shall be determined by dividing the cash amount of Deferred
Compensation by the Book Value of the Common Stock at December 31, 1996.

(d) Credit for Dividends. The Company shall credit to the Executive's account in
the Special  Ledger amounts equal to dividends paid in cash from time to time on
the account,  so that the amount of each such credit will be the  equivalent  of
the dividends which the  Participant  would have received had the Executive been
the owner of the number of shares of Common  Stock  equal to the number of Units
in the  Participant's  account.  Such  amounts  credited  to each  Participant's
account  shall be  converted  into  additional  Units in the manner  provided in
paragraph  (c) of this Section 5 (using Book Value as of the  previous  December
31),  and  thereafter  such  additional  Units shall be included in the base for
determining future credits.

(e)  Adjustment  in Number of Units.  In the event of any stock  dividend on the
Common Stock or any stock split, reverse stock split or combination of shares of


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<PAGE>

Common  Stock,  appropriate  adjustment  shall  be made in the  number  of Units
credited to the account of the Executive in the Special Ledger.

SECTION 6. PAYMENT.

(a) Conditions on Right to Receive Payment.  The Executive shall not be entitled
to payment  of any  Deferred  Compensation  until he is  entitled  to payment of
deferred compensation under the MidAmerican Energy Company Deferred Compensation
Plan--  Executives.  Upon approval by the Committee,  payment may be made to the
Executive earlier than the date specified above.

(b) Form and Timing of Payment.  (i) Under the Book Value Deferral  Method,  the
value of Units at the time of payout  shall be based on (w) the  closing  market
price of Common Stock on the last trading date of the preceding Plan Year of the
Common  Stock on the New York  Stock  Exchange,  (x) the  average  of the  daily
closing  market price for the Common Stock for the twelve month period ending on
the date of  termination  of  services  as an employee of the Company or (y) the
Book Value of Common  Stock as of the most  recent  December 31 prior to date of
payment. The Executive (or beneficiary in the event of death prior to any payout
to the  Executive)  shall make a  selection  between  the  foregoing  methods of
valuation  prior  to the time for  payment  of a lump sum or prior to the  first
payment in the case of annual  installments.  Such  selection  cannot be changed
with respect to any subsequent payments in the case of annual installments.  The
per Unit  value as  selected  by the  Participant  shall be  referred  to as the
"Payout Value".

     (ii) At the election of the Compensation Committee,  upon consultation with
the  Executive,  payments  of  deferred  compensation  shall be made on the date
selected by the  Committee  and shall be made in a lump sum or in  approximately
equal  annual  installments,   and  if  annual  installments  are  elected,  the
Compensation  Committee shall determine,  upon  consultation with the Executive,
the period over which payments are to be made.

     (iii) If annual installments are elected,  each annual installment shall be
not less that 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  Executive  at the  beginning  of  such  Plan  Year  (or the  joint  life
expectancy of the Executive and spouse if the Executive is married). Each annual
installment  payment shall be made within  fifteen (15) days following the first
day of each Plan Year.

     (iv) If an  election  is made to receive  annual  installments,  then Units
remaining  in the  account  at any  time  shall  continue  to be  credited  with
dividends (which shall purchase  additional Units),  until full payment has been
made with respect to all Units. Units shall continue to fluctuate in value based
on the Payout Value until full payment


                                        3

<PAGE>

has been made with respect to the Units. In the  alternative,  instead of having
the account fluctuate in value, the Executive may elect to have the value of his
account  fixed as of the  December  31 prior to the first payment,  based on the
selection of Payout Value under paragraph (b)(i) of this Section 6.  If such an
election is made,  the account  shall be credited each December 31 with interest
at the then  current  Fixed Rate of  Interest  credited  under the Fixed Rate of
Interest   Deferral   Option   in   the   Company's    "Deferred    Compensation
Plan--Executives".

     (v) If an election is 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 (or as soon thereafter as reasonably possible if the value
is based on Book Value),  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 (based
on the Payout Value selected under paragraph (b)(i) of this Section 6).

     (vi) Payment of a lump sum amount or any annual  installment  shall be made
in cash.

     (vii) In the event of the death of an Executive occurring either before the
commencement  of payment or before the full balance of the  Executive's  account
has been paid,  the unpaid balance of Deferred  Compensation  shall be paid in a
lump sum to the Executive's  designated  beneficiary or estate. Payment shall be
made within  thirty (30) days  following  the date of death.  Dividends to which
owners of Common Stock would be entitled through date of death shall be credited
to the account. The value of Units shall be based on the closing market price of
Common Stock on the date of death (or on the  preceding  business day if date of
death is not  business  day) or as  otherwise  selected  by the  beneficiary  in
accordance with paragraph  (b)(i) of this Section 6 if no payments had yet begun
to the Executive.

SECTION 7. GENERAL PROVISIONS.

(a) 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 the  Executive  hereunder  as long as the  assets of such trust are
subject to the claims of general  creditors  of the Company  with respect to the
value of the Executive's account.

(b)  Withholding.  The  Committee  shall have the right to require  Executive 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 Agreement  amounts  sufficient to satisfy such  withholding  tax
requirements.



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<PAGE>
(c)  Costs of the Agreement.  All costs of implementing and administering the
Agreement shall be borne by the Company.

(d)  Non-Alienation of Benefits.  No right or benefit under this Agreement 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 the Executive 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 Executive 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 Agreement  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 Agreement.  Any amendment or termination of this
Agreement shall only be accomplished and permitted by written  agreement between
the Executive and Company.

(g)  Separability.  If any term or provision  of this  Agreement 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  Agreement,  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
Agreement shall be valid and enforced to the fullest extent permitted by law.

(h)  Construction.   The  provisions  of  this  Agreement  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
Agreement, or have any effect upon the meaning of the provisions hereof.


                                       5
<PAGE>

(j) Authorized  Officers.  Whenever the Company under the terms of the Agreement
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.

Executed by the parties this 29th day of January, 1997.

MIDAMERICAN ENERGY HOLDINGS COMPANY



By: ____________________________




--------------------------------
Russell E. Christiansen



                                       6



<PAGE>


                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                         DEFERRED COMPENSATION AGREEMENT
                                      WITH
                             RUSSELL E. CHRISTIANSEN


SECTION 1.     PURPOSE. The purpose of this Agreement is to enable MidAmerican
Energy Holdings Company to retain the Executive as a consultant to the Company
by providing such Executive the opportunity to defer his cash compensation.

SECTION 2.     DEFINITIONS.

(a) "Cash  Compensation"  means one hundred  percent  (100%) of the  Executive's
annual  consulting  fees  attributable  to his services as a consultant  for the
Company between June 1, 1997 and May 31, 2000.

(b) "Common Stock" means shares of common stock of MidAmerican  Energy  Holdings
Company.

(c) "Company" means MidAmerican Energy Holdings Company.

(d) "Compensation Committee" means the Compensation Committee established by
the Board of Directors of the Company.

(e) "Deferred Compensation" means 100% of the Cash Compensation as defined in
(a) above.

(f) "Executive" means Russell E. Christiansen.

(g) "Plan Year" shall mean each January 1 through December 31.

SECTION 3.     ADMINISTRATION.

(a)  Compensation   Committee.   The  Compensation   Committee  shall  have  the
responsibility of making such determinations as may be necessary or advisable to
administer  the  Agreement.  No member of the  Compensation  Committee  shall be
liable for any act done or determination made in good faith.

(b) Delegation. The Compensation Committee may, in its discretion,  delegate its
routine  administrative duties to an officer or employee of the Company, or to a
committee composed of such officers or employees. The Corporate Secretary of the
Company shall maintain the records and accounts of the Agreement.



<PAGE>

SECTION 4.     BENEFICIARY DESIGNATION.

Executive shall designate one or more beneficiaries in writing to the Committee.
Such  designation  may be revoked or modified at any time by  designating  a new
beneficiary in writing to the  Committee.  Executive's  beneficiary  designation
shall be deemed automatically revoked in the event all designated  beneficiaries
predecease the Executive or, if the sole beneficiary is the Executive's  spouse,
in the event of  dissolution  of  marriage.  In such event,  or in the event the
Executive does not designate a beneficiary, the benefits hereunder shall be paid
to the Executive's estate.

SECTION 5.  BOOK VALUE DEFERRAL METHOD.

(a) Deferred Compensation Units. The Book Value Deferral Method credits Deferred
Compensation  units ("Units") to the Executive's  account determined by dividing
the cash amount of Deferred  Compensation  by the Book Value of the Common Stock
at December 31 of the previous  calendar year. The Executive's  account shall be
credited with amounts  equal to dividends  paid in cash from time to time on the
Common  Stock.  "Book  Value" of Common  Stock shall be the total  Common  Stock
equity on a consolidated basis divided by total shares outstanding,  as shown in
the  applicable  annual report  certified by the  independent  certified  public
accountants retained as auditors of the Company.

(b) Special Ledger.  The Company shall keep an appropriate  record,  hereinafter
called the Special Ledger,  of (i) the amount of Cash  Compensation  deferred by
the Executive,  (ii) the number of Units  credited  under  paragraph (c) of this
Section 5, and (iii) the amount of  dividends  and Units  credited  with respect
thereto under paragraph (d) of this Section 5.

(c)  Credit  of Units to  Account.  The  number of Units to be  credited  to the
Executive's  account shall be determined by dividing the cash amount of Deferred
Compensation  by the  Book  Value of the  Common  Stock  at  December  31 of the
previous calendar year.

(d) Credit for Dividends. The Company shall credit to the Executive's account in
the Special  Ledger amounts equal to dividends paid in cash from time to time on
the account,  so that the amount of each such credit will be the  equivalent  of
the dividends which the  Participant  would have received had the Executive been
the owner of the number of shares of Common  Stock  equal to the number of Units
in the  Participant's  account.  Such  amounts  credited  to each  Participant's
account  shall be  converted  into  additional  Units in the manner  provided in
paragraph  (c) of this Section 5 (using Book Value as of the  previous  December
31),  and  thereafter  such  additional  Units shall be included in the base for
determining future credits.


                                       2
<PAGE>

(e)  Adjustment  in Number of Units.  In the event of any stock  dividend on the
Common Stock or any stock split, reverse stock split or combination of shares of
Common  Stock,  appropriate  adjustment  shall  be made in the  number  of Units
credited to the account of the Executive in the Special Ledger.

SECTION 6. PAYMENT.

(a) Conditions on Right to Receive Payment.  The Executive shall not be entitled
to payment  of any  Deferred  Compensation  until he is  entitled  to payment of
deferred compensation under the MidAmerican Energy Company Deferred Compensation
Plan--  Executives.  Upon approval by the Committee,  payment may be made to the
Executive earlier than the date specified above.

(b) Form and Timing of Payment.  (i) Under the Book Value Deferral  Method,  the
value of Units at the time of payout  shall be based on (w) the  closing  market
price of Common Stock on the last trading date of the preceding Plan Year of the
Common  Stock on the New York  Stock  Exchange,  (x) the  average  of the  daily
closing  market price for the Common Stock for the twelve month period ending on
the date of  termination  of  services  as an employee of the Company or (y) the
Book Value of Common  Stock as of the most  recent  December 31 prior to date of
payment. The Executive (or beneficiary in the event of death prior to any payout
to the  Executive)  shall make a  selection  between  the  foregoing  methods of
valuation  prior  to the time for  payment  of a lump sum or prior to the  first
payment in the case of annual  installments.  Such  selection  cannot be changed
with respect to any subsequent payments in the case of annual installments.  The
per Unit  value as  selected  by the  Participant  shall be  referred  to as the
"Payout Value".

     (ii) At the election of the Compensation Committee,  upon consultation with
the  Executive,  payments  of  deferred  compensation  shall be made on the date
selected by the  Committee  and shall be made in a lump sum or in  approximately
equal  annual  installments,   and  if  annual  installments  are  elected,  the
Compensation  Committee shall determine,  upon  consultation with the Executive,
the period over which payments are to be made.

     (iii) If annual installments are elected,  each annual installment shall be
not less that 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  Executive  at the  beginning  of  such  Plan  Year  (or the  joint  life
expectancy of the Executive and spouse if the Executive is married). Each annual
installment  payment shall be made within  fifteen (15) days following the first
day of each Plan Year.

     (iv) If an  election  is made to receive  annual  installments,  then Units
remaining  in the  account  at any  time  shall  continue  to be  credited  with
dividends (which shall 

                                       3
<PAGE>


purchase additional Units), until full payment has been made with respect to all
Units.  Units shall  continue to  fluctuate  in value based on the Payout  Value
until full payment has been made with respect to the Units. In the  alternative,
instead of having the account  fluctuate in value,  the  Executive  may elect to
have the value of his  account  fixed as of the  December  31 prior to the first
payment,  based on the selection of Payout Value under paragraph  (b)(i) of this
Section 6. If such an election  is made,  the  account  shall be  credited  each
December 31 with  interest at the then current  Fixed Rate of Interest  credited
under the Fixed Rate of  Interest  Deferral  Option in the  Company's  "Deferred
Compensation Plan--Executives".

     (v) If an election is 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 (or as soon thereafter as reasonably possible if the value
is based on Book Value),  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 (based
on the Payout Value selected under paragraph (b)(i) of this Section 6).

     (vi) Payment of a lump sum amount or any annual  installment  shall be made
in cash.

     (vii) In the event of the death of an Executive occurring either before the
commencement  of payment or before the full balance of the  Executive's  account
has been paid,  the unpaid balance of Deferred  Compensation  shall be paid in a
lump sum to the Executive's  designated  beneficiary or estate. Payment shall be
made within  thirty (30) days  following  the date of death.  Dividends to which
owners of Common Stock would be entitled through date of death shall be credited
to the account. The value of Units shall be based on the closing market price of
Common Stock on the date of death (or on the  preceding  business day if date of
death is not  business  day) or as  otherwise  selected  by the  beneficiary  in
accordance with paragraph  (b)(i) of this Section 6 if no payments had yet begun
to the Executive.

SECTION 7. GENERAL PROVISIONS.

(a) 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 the  Executive  hereunder  as long as the  assets of such trust are
subject to the claims of general  creditors  of the Company  with respect to the
value of the Executive's account.

(b)  Withholding.  The  Committee  shall have the right to require  Executive to
remit to the Company an amount  sufficient to satisfy  Federal,  state and local
tax  withholding  


                                       4
<PAGE>

requirements,  or to  deduct  from  any or all  payments  made  pursuant  to the
Agreement amounts sufficient to satisfy such withholding tax requirements.

(c) Costs of the Agreement. All costs of implementing and administering the
Agreement shall be borne by the Company.

(d)  Non-Alienation of Benefits.  No right or benefit under this Agreement 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 the Executive 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 Executive 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 Agreement  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 Agreement.  Any amendment or termination of this
Agreement shall only be accomplished and permitted by written  agreement between
the Executive and Company.

(g)  Separability.  If any term or provision  of this  Agreement 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  Agreement,  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
Agreement shall be valid and enforced to the fullest extent permitted by law.

(h)  Construction.   The  provisions  of  this  Agreement  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
Agreement, or have any effect upon the meaning of the provisions hereof.


                                       5

<PAGE>

(j) Authorized  Officers.  Whenever the Company under the terms of the Agreement
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.


Executed by the parties this 29th day of January, 1997.

MIDAMERICAN ENERGY HOLDINGS COMPANY



By: ____________________________




--------------------------------
Russell E. Christiansen



                                       6