EXHIBIT 10.2


                       MIDAMERICAN ENERGY HOLDINGS COMPANY
                               INDEMNITY AGREEMENT

          THIS INDEMNITY  AGREEMENT,  effective as of December 1, 1996,  between
MidAmerican Energy Holdings Company,  an Iowa corporation  ("Corporation"),  and
("Indemnitee").

                                   WITNESSETH:

          WHEREAS,  Indemnitee  either is, or will become, a member of the board
of  directors of the  Corporation  ("Board of  Directors")  or an officer of the
Corporation,  or  both,  and in such  capacity  or  capacities  (as  hereinafter
defined),  is performing or will perform  valuable  services for or on behalf of
the Corporation;

          WHEREAS,  Indemnitee  is willing to perform or to  continue to perform
such  services  and to  perform  additional  services  for or on  behalf  of the
Corporation on the condition that  Indemnitee is indemnified as provided in this
Agreement;

          WHEREAS,  it is intended that Indemnitee shall be paid promptly by the
Corporation all amounts  necessary to effectuate in full the indemnity  provided
herein; and

          WHEREAS,  all  capitalized  terms  used in  this  Agreement  have  the
respective meanings set forth in Section 15.

          NOW THEREFORE,  in  consideration of the premises and the covenants in
this Agreement,  and of Indemnitee  agreeing to perform and performing  services
for or on behalf of the Corporation as a member of its Board of Directors or one
of its officers,  and intending to be legally bound hereby,  the Corporation and
Indemnitee agree as follows:

          1. SERVICES BY INDEMNITEE.
            
          Indemnitee  agrees  to serve as a  director  or as an  officer  of the
Corporation,  or both, so long as  Indemnitee  is duly  appointed or elected and
qualified in accordance with the applicable  provisions of the Restated Articles
of  Incorporation,  as amended  ("Articles of  Incorporation"),  and Bylaws,  as
amended  ("Bylaws"),  of the  Corporation,  and until  such  time as  Indemnitee
resigns or otherwise ceases to be such director or officer.  Indemnitee may from
time to time also perform other  services at the request or for the  convenience
of, or otherwise benefiting, the Corporation. Indemnitee may at any time and for
any reason resign or be removed  (subject to any obligation) as such director or
officer,  and, in such event,  the Company  shall  continue to be  obligated  to
indemnify Indemnitee for acts occurring while Indemnitee served as a director or
officer as set forth in this Agreement, however, the Company shall not be

                                        1

<PAGE>



obligated to indemnify Indemnitee for acts occurring after such event.

          2. INDEMNIFICATION.

          Subject to the  limitations set forth in this Section 2 and in Section
6, the Corporation hereby agrees to indemnify Indemnitee as follows:

          The Corporation  shall  indemnify  Indemnitee from and against any and
all Expenses and  Liabilities  with respect to any  Proceeding  associated  with
Indemnitee being or having been a director or officer of the Corporation, to the
fullest extent permitted by applicable laws and the Articles of Incorporation in
effect on the date hereof or as such laws or Articles of Incorporation  may from
time to time be amended  (but,  in the case of any such  amendment,  only to the
extent  that  such  amendment   permits  the   Corporation  to  provide  broader
indemnification  rights than applicable  laws and the Articles of  Incorporation
permitted  the  Corporation  to provide  before  such  amendment).  The right to
indemnification  conferred in this  Agreement and the Articles of  Incorporation
shall be presumed to have been relied upon by  Indemnitee  in agreeing to serve,
serving or continuing to serve the  Corporation  as a director or officer of the
Corporation,  and shall be enforceable as a contract  right.  Without in any way
diminishing  the scope of the  indemnification  provided by this  Section 2, the
Corporation  shall indemnify  Indemnitee if and whenever  Indemnitee is or was a
party or is threatened to be made a party to any Proceeding,  including  without
limitation  to  the  fullest  extent  permitted  by  applicable  laws  any  such
Proceeding brought by or in the right of the Corporation,  because Indemnitee is
or was a director or officer of the Corporation,  or because of anything done or
not done by Indemnitee in such  capacity,  against all Expenses and  Liabilities
actually and  reasonably  incurred by or on behalf of  Indemnitee  in connection
with the  investigation,  defense,  settlement or appeal of such Proceeding.  In
addition to, and not as a limitation of, the foregoing, the rights of Indemnitee
to  indemnification  provided in this  Agreement  shall include those rights set
forth in Sections 3 and 8.

          3. ADVANCEMENT OF EXPENSES: LETTER OF CREDIT.

          (a) ADVANCEMENT OF EXPENSES. All reasonable Expenses incurred by or on
behalf of Indemnitee  shall be advanced from time to time by the  Corporation to
Indemnitee  within 20 days  after the  receipt by the  Corporation  of a written
request for the  advancement of such  Expenses,  whether prior to or after final
disposition  of a  Proceeding  (except to the extent that there has been a Final
Adverse Determination that Indemnitee is not entitled to be indemnified for such
Expenses),  including  without  limitation  to the fullest  extent  permitted by
applicable  laws any Proceeding  brought by or in the right of the  Corporation.
The  written  request  for an  advancement  of any and all  Expenses  under this
Section 3(a) shall contain  reasonable details of the Expenses incurred by or on
behalf  of  Indemnitee  for  which  advancement  is  thereby  requested,  and by
execution of such request,  Indemnitee shall be deemed to have made whatever (i)
written  affirmation  concerning the good faith of Indemnitee about 


                                        2

<PAGE>


the standard of conduct of Indemnitee or any other matter, which may be required
by  applicable  law or the  Articles  of  Incorporation,  as  from  time to time
amended,  to give Indemnitee the right to be indemnified under this Agreement or
otherwise,  and  (ii)  written  undertaking  may be  required  with  respect  to
repayment to the Corporation of such Expenses under applicable provisions of any
law, or the Articles of Incorporation,  as from time to time amended;  provided,
however;  that in no circumstances shall Indemnitee be deemed to have undertaken
to repay to the  Corporation  Expenses for which  Indemnitee has the right to be
indemnified under this Agreement or otherwise.

          (b)  LETTER OF  CREDIT.  In order to  secure  the  obligations  of the
Corporation  to indemnify and advance  Expenses to  Indemnitee  pursuant to this
Agreement, the Corporation shall obtain at its expense at the time of any Change
in Control an irrevocable standby letter of credit naming Indemnitee as the sole
beneficiary  ("Letter  of  Credit").  The  Letter  of  Credit  shall  be  in  an
appropriate amount not less than $1,000,000,  issued by a financial  institution
having assets in excess of  $100,000,000  and  containing  terms and  conditions
reasonably  acceptable  to  Indemnitee.  The Letter of Credit shall provide that
Indemnitee may from time to time draw certain amounts  thereunder,  upon written
certification  by  Indemnitee  to the  issuer of the  Letter of Credit  that (i)
Indemnitee has made written  request upon the Corporation for an amount not less
than the amount  Indemnitee  is drawing  under the Letter of Credit and that the
Corporation has failed or refused to provide Indemnitee with such amount in full
within 20 days after receipt of such request,  and (ii) Indemnitee believes that
Indemnitee  is entitled  under the terms of this  Agreement  to the amount which
Indemnitee is drawing under the Letter of Credit.  The issuance of the Letter of
Credit shall not, in any way,  diminish the  obligation  of the  Corporation  to
indemnify  Indemnitee  against  Expenses  and  Liabilities  to the  full  extent
required by this Agreement or otherwise.

          (c) TERM OF LETTER OF CREDIT.  Once the  Corporation  has obtained the
Letter of Credit,  the Corporation  shall at its expense  maintain and renew the
Letter of Credit or a  substitute  letter of  credit  meeting  the  criteria  of
Section  3(b)  during  the term of this  Agreement  so that the Letter of Credit
shall have an initial term of five years,  be renewed for  successive  five-year
terms,  and  always  have at  least  one year of its term  remaining  after  the
termination of this Agreement.

          4. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

          (a) Upon making a request  for  indemnification,  Indemnitee  shall be
presumed  to be  entitled  to  indemnification  under  this  Agreement  and  the
Corporation  shall  have the burden of proof to  overcome  such  presumption  in
reaching  any contrary  determination.  The  termination  of any  Proceeding  by
judgment, order, settlement,  arbitration award or conviction, or upon a plea of
nolo contendere or its equivalent,  shall not affect such presumption or, except
as may be provided in Section 6, of itself be determinative  that the Indemnitee
failed to meet any requisite standard of conduct


                                        3

<PAGE>



or establish a presumption  with regard to any other factual matter  relevant to
determining the right of Indemnitee to  indemnification  under this Agreement or
otherwise.

          (b) If the  person or  persons so  empowered  to make a  determination
pursuant  to Section 5 shall  have  failed to make the  requested  determination
within 30 days after any judgment,  order,  settlement,  dismissal,  arbitration
award, conviction, acceptance of a plea of nolo contendere or its equivalent, or
other  disposition  or partial  disposition of any Proceeding or any other event
which could enable the  Corporation  to determine  the right of Indemnitee to be
indemnified under this Agreement or otherwise,  the requisite determination that
Indemnitee has the right to  indemnification  shall be deemed to have been made;
provided,  however,  that such 30 day period may be  extended  for a  reasonable
time, not to exceed an additional 30 days, if the person or persons so empowered
to make a  determination  pursuant  to  Section 5 in good  faith  requires  such
additional  time to obtain or evaluate  documentation  or  information  relating
thereto;  and provided  further,  that the foregoing  provisions of this Section
4(b) shall not apply if the determination of entitlement to  indemnification  is
to be made by the shareholders pursuant to Section 5(b) of this Agreement and if
(i) within 15 days after  receipt by the  Corporation  of the  request  for such
determination  the Board of Directors has resolved to submit such  determination
to the  shareholders  for their  consideration  at an annual  meeting to be held
within 75 days after such receipt and such  determination  is made  thereat,  or
(ii) a special  meeting  of  shareholders  is called  within 15 days  after such
receipt for the purpose of making such  determination,  such meeting is held for
such purpose  within 60 days after having been so called and such  determination
is made thereat.

          5.  PROCEDURE  FOR   DETERMINATION   OF  RIGHT  OF  INDEMNITEE  TO  BE
INDEMNIFIED.

          (a)  Whenever  Indemnitee  believes  that  Indemnitee  has a right  to
indemnification  pursuant to this Agreement,  Indemnitee  shall submit a written
request for indemnification to the Corporation.  Any request for indemnification
shall include sufficient  documentation or information  reasonably  available to
Indemnitee  for the  determination  of the right of Indemnitee to be indemnified
pursuant to this Agreement.  In any event,  Indemnitee shall submit such request
for indemnification within a reasonable time, not to exceed five years after any
judgment,   order,   settlement,   dismissal,   arbitration  award,  conviction,
acceptance of a plea of nolo contendere or its equivalent,  or final disposition
of such Proceeding,  whichever is the later date for which  Indemnitee  requests
indemnification.  The Secretary, General Counsel or other appropriate officer of
the   Corporation   shall,   promptly   upon   receipt  of  such   request   for
indemnification,  advise the Board of Directors in writing that  Indemnitee  has
made such request.  Determination of the right of Indemnitee to  indemnification
shall be made not later than 30 days after the  receipt  by the  


                                        4

<PAGE>


Corporation  of such  written  request for  indemnification,  provided  that any
request  for  indemnification  for  Liabilities  with  respect  to a  particular
Proceeding,  other  than  amounts  paid in  settlement,  shall  be made  after a
determination thereof in such Proceeding. If it is so determined that Indemnitee
is entitled to  indemnification,  payment to Indemnitee  shall be made within 10
days after such determination.

          (b) The Corporation shall be entitled to select the forum in which the
right of Indemnitee to indemnification will be heard; provided, however, that if
such forum is selected after a Change in Control of the Corporation, Independent
Legal   Counsel   shall   determine   whether   Indemnitee   has  the  right  to
indemnification. The forum shall be any one of the following:

                    (i)  The  shareholders  of  the   Corporation,   other  than
          shareholders  who are parties to the Proceeding  with respect to which
          the Indemnitee has claimed indemnification;

                    (ii) A  majority  of a  quorum  of the  Board  of  Directors
          consisting of Disinterested Directors;

                    (iii)  Independent   Legal  Counsel,   who  shall  make  the
          determination in a written opinion; or

                    (iv) A panel  of  three  arbitrators,  one  selected  by the
          Corporation,  another  by  Indemnitee  and the  third by the first two
          arbitrators  selected;  or if for any reason three arbitrators are not
          selected within 30 days after the appointment of the first arbitrator,
          then selection of additional arbitrators shall be made by the American
          Arbitration  Association.  If any  arbitrator  resigns or is unable to
          serve  in such  capacity  for any  reason,  the  American  Arbitration
          Association  shall  select a  replacement.  The  arbitration  shall be
          conducted pursuant to the commercial arbitration rules of the American
          Arbitration Association in effect on the date of this Agreement.

          6. SPECIFIC LIMITATIONS ON INDEMNIFICATION.

          Notwithstanding  anything  in  this  Agreement  to the  contrary,  the
Corporation  shall not be obligated  under this Agreement to make any payment to
Indemnitee for indemnification with respect to any Proceeding:

          (a) To the extent that payment is actually  made to  Indemnitee  under
any  insurance  policy,  or is  made  to  Indemnitee  by the  Corporation  or an
affiliate  otherwise  than  pursuant  to  this  Agreement.  Notwithstanding  the
availability of such insurance,  Indemnitee also may claim  indemnification from
the  Corporation  pursuant to this Agreement by assigning to the Corporation any
claims under such insurance to the 


                                        5

<PAGE>

extent Indemnitee is paid by the Corporation;

                  (b) If a court in such  Proceeding  has  entered a judgment or
other adjudication  which is final and has become  nonappealable and establishes
that the claim of Indemnitee for such  indemnification  arose from: (i) a breach
by  Indemnitee  of  his  or her  duty  of  loyalty  to  the  Corporation  or its
shareholders;  (ii) acts or omissions of  Indemnitee  not in good faith or which
involve  intentional  misconduct  or  knowing  violations  of the  law;  (iii) a
transaction in which Indemnitee  derived an improper personal  benefit;  or (iv)
liability of Indemnitee to the  Corporation  pursuant to Section  490.833 of the
Iowa Business Corporation Act (or any successor provision);

                  (c) If there has been no Change in Control, for Liabilities in
connection  with  Proceedings  settled  without the consent of the  Corporation,
which consent, however, shall not be unreasonably withheld; or

                  (d) For an  accounting  of profits  made from the  purchase or
sale by  Indemnitee  of  securities  of the  Corporation  within the  meaning of
Section 16(b) of the  Securities  Exchange Act of 1934,  as amended,  or similar
provisions of any state statutory or common law.

          7.  FEES AND EXPENSES OF INDEPENDENT LEGAL COUNSEL.

          The  Corporation  agrees to pay the  reasonable  fees and  expenses of
Independent  Legal  Counsel or a panel of three  arbitrators  if such Counsel or
panel  of  arbitrators  is  retained  to make a  determination  of the  right of
Indemnitee to  indemnification  pursuant to Section 5(b), and to fully indemnify
such Counsel or arbitrators  against any and all expenses and losses incurred by
any of them  arising out of or relating to this  Agreement  or their  engagement
pursuant hereto.

          8. REMEDIES OF INDEMNITEE.

          (a)  If  (i) a  determination  is  made  pursuant  to  Section  5 that
Indemnitee is not entitled to indemnification, (ii) advances of Expenses are not
made to Indemnitee pursuant to this Agreement, (iii) payment has not been timely
made following a determination  that  Indemnitee has a right to  indemnification
pursuant to this Agreement,  or (iv) Indemnitee  otherwise seeks  enforcement of
this  Agreement,  Indemnitee  shall be  entitled to a final  adjudication  in an
appropriate  court of the  State of Iowa of the  remedy  sought.  Alternatively,
unless the determination was made by a panel of arbitrators  pursuant to Section
5(b)(iv),  Indemnitee  may elect to seek an award in arbitration to be conducted
by a single  arbitrator  pursuant  to the  commercial  arbitration  rules of the
American Arbitration Association in effect on the date of this Agreement,  which
award is to be made  within  90 days  following  the  filing of the  demand  for
arbitration.  The  Corporation  shall not oppose the right of Indemnitee to seek
any  such  adjudication  or  arbitration   award.  In  any  such  proceeding  or
arbitration Indemnitee shall be presumed to be entitled to indemnification under
this Agreement


                                        6

<PAGE>

and the Corporation shall have the burden of proof to overcome such presumption.

          (b)  If  a   determination   that   Indemnitee   is  not  entitled  to
indemnification,  in whole or in part,  has been made pursuant to Section 5, the
decision in the  judicial  proceeding  or  arbitration  provided in Section 8(a)
shall be made de novo and  Indemnitee  shall  not be  prejudiced  by reason of a
determination that Indemnitee is not entitled to indemnification.

          (c) If a determination  that Indemnitee is entitled to indemnification
has been made  pursuant to Section 5 or is deemed to have been made  pursuant to
Section 4 or otherwise  pursuant to this  Agreement,  the  Corporation  shall be
bound by such determination in the absence of a misrepresentation  of a material
fact by Indemnitee.

          (d) The  Corporation  shall  be  precluded  from  asserting  that  the
procedures  and  presumptions  of this  Agreement  are not  valid,  binding  and
enforceable.  The  Corporation  shall  stipulate in any such court or before any
such  arbitrator  that the  Corporation  is bound by all the  provisions of this
Agreement and is precluded from making any assertion to the contrary.

          (e) Expenses  reasonably incurred by Indemnitee in connection with the
request of Indemnitee for indemnification  under,  seeking enforcement of, or to
recover  damages for breach of, this Agreement shall be borne by the Corporation
when  and  as  incurred  by  Indemnitee   irrespective   of  any  Final  Adverse
Determination that Indemnitee is not entitled to indemnification.

          9. INSURANCE.

                  (a) MAINTENANCE OF INSURANCE.  The Corporation represents that
it presently  maintains  certain policies of directors' and officers'  liability
insurance. Subject only to the provisions within this Section 9, the Corporation
agrees that during the  Indemnification  Period,  the Corporation  shall use its
best efforts to purchase  and  maintain in effect for the benefit of  Indemnitee
one or more valid,  binding and enforceable policies of directors' and officers'
liability  insurance  providing,  in all  respects,  coverage  both in scope and
amount which is no less favorable than that presently provided.  Notwithstanding
the foregoing,  the Corporation  shall not be required to maintain such policies
of  directors'  and  officers'  liability  insurance  if such  insurance  is not
reasonably  available or if it is in good faith  determined by the then Board of
Directors either that:

                    (i)  the  premium  cost of  maintaining  such  insurance  is
               substantially disproportionate to the amount of coverage provided
               thereunder; or

                    (ii) the protection provided by such insurance is so limited
               by exclusions, deductions or otherwise that there is insufficient
               benefit to 

                                        7

<PAGE>
warrant the cost of maintaining such insurance.

          Anything in this  Agreement  to the contrary  notwithstanding,  to the
extent  that and for so long as the  Corporation  shall  choose to  continue  to
maintain any policies of directors' and officers' liability insurance during the
Indemnification  Period,  the Corporation  shall maintain similar and equivalent
insurance  for the  benefit  of  Indemnitee  during the  Indemnification  Period
(whether more or less favorable to Indemnitee than the existing policies of such
insurance maintained by the Corporation).

          (b)  ADDITIONAL   INDEMNIFICATION   IN  LIEU  OF  INSURANCE.   If  the
Corporation  discontinues  any policy or policies of  directors'  and  officers'
liability  insurance  referred  to in  Section  9(a)  or  limits  in any way the
coverages  provided  thereunder  either in scope or amount,  or such policies or
coverages  provided  thereunder  become  unavailable in whole or in part for any
reason, the Corporation agrees to hold harmless and indemnify Indemnitee for the
remainder of the Indemnification Period to the full extent of the coverage which
would  otherwise  have been  provided  for the  benefit  of  Indemnitee  if such
insurance policies specified in Section 9(a) had been maintained.

          10. MODIFICATION, WAIVER, TERMINATION AND CANCELLATION.

          No supplement, modification, termination, cancellation or amendment of
this Agreement  shall be binding unless  executed in writing by both  Indemnitee
and the Corporation.  No waiver of any of the provisions of this Agreement shall
be deemed to be or shall  constitute  a waiver of any other  provisions  of this
Agreement  (whether  or not  similar),  nor shall any such waiver  constitute  a
continuing waiver.

          11. SUBROGATION.

          In the event of payment under this Agreement, the Corporation shall be
subrogated  to the extent of such  payment to all of the rights of  recovery  of
Indemnitee,  who shall execute all papers required and shall do everything which
may be  necessary  to  secure  such  rights,  including  the  execution  of such
documents  necessary  to enable  the  Corporation  effectively  to bring suit to
enforce such rights.

          12. NOTICE BY INDEMNITEE AND DEFENSE OF CLAIM.

          Indemnitee shall promptly notify the Corporation in writing upon being
served with any summons, citation, subpoena, complaint, indictment,  information
or  other   document   relating  to  any  matter,   whether   civil,   criminal,
administrative or  investigative,  but the omission so to notify the Corporation
shall not relieve it from any liability  which it may have to Indemnitee if such
omission does not materially  prejudice the rights of the  Corporation.  If such
omission  does  materially   prejudice  the  rights  of  the  Corporation,   the
Corporation  shall be relieved from  liability  under this 


                                        8

<PAGE>


Agreement only to the extent of such prejudice;  nor will such omission  relieve
the  Corporation  from any liability  which it may have to Indemnitee  otherwise
than under this Agreement. With respect to any Proceeding as to which Indemnitee
notifies the Corporation of the commencement thereof:

          (a) The Corporation will be entitled to participate therein at its own
expense; and

          (b)  The  Corporation   jointly  with  any  other  indemnifying  party
similarly notified will be entitled to assume the defense of Indemnitee therein,
with counsel reasonably satisfactory to Indemnitee;  provided, however, that the
Corporation  shall not be entitled to assume the  defense of  Indemnitee  in any
Proceeding if there has been a Change in Control or if Indemnitee has reasonably
concluded that there may be a conflict of interest  between the  Corporation and
Indemnitee with respect to such Proceeding.  After notice to Indemnitee from the
Corporation  of its election to assume the defense of  Indemnitee  therein,  the
Corporation  will not be liable  to  Indemnitee  under  this  Agreement  for any
Expenses  subsequently  incurred by Indemnitee  in  connection  with the defense
thereof,  other than reasonable costs of investigation or as otherwise  provided
below.  Indemnitee shall have the right to employ his or her own counsel in such
Proceeding but the fees and expenses of such counsel  incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of Indemnitee unless:

               (i) The employment of counsel by Indemnitee  has been  authorized
          by the Corporation;

               (ii) Indemnitee has reasonably concluded that counsel employed by
          the Corporation may not adequately represent Indemnitee; or

               (iii) The Corporation has not in fact employed  counsel to assume
          the  defense  of  Indemnitee  in  such  Proceeding  or has not in fact
          assumed such  defense or is not acting in  connection  therewith  with
          reasonable diligence;  in each of which cases the fees and expenses of
          such counsel shall be at the expense of the Corporation.

          (c) The  Corporation  shall not  settle any  Proceeding  in any manner
which would impose any  liability,  penalty or limitation on Indemnitee  without
the written consent of Indemnitee;  provided,  however, that Indemnitee will not
unreasonably withhold consent to any proposed settlement.

          13.  NOTICES.

          All notices, requests,  demands  and  other  communications hereunder
shall


                                       9

<PAGE>

be in writing  and shall be deemed to have been duly given if (a)  delivered  by
hand and receipted  for by the party to whom such notice or other  communication
shall have been directed, or (b) mailed by registered mail with postage prepaid,
on the third business day after the date on which it is so mailed.

     (a) If to Indemnitee, to:






     (b)  If to the Corporation, to:

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

or to such  other  address  as may have  been  furnished  to  Indemnitee  by the
Corporation or to the Corporation by Indemnitee, as the case may be.

          14. NONEXCLUSIVITY.

          The  rights of  Indemnitee  under this  Agreement  shall not be deemed
exclusive  of any other  rights to which  Indemnitee  may be entitled  under the
Business  Corporation Act of the State of Iowa, the Articles of Incorporation or
Bylaws of the Corporation, or any agreements,  vote of shareholders,  resolution
of the Board of  Directors  or  otherwise,  and to the  extent  that  during the
Indemnification Period the rights of the then existing directors and officers
are more  favorable  to such  directors  or officers  than the rights  currently
provided to Indemnitee  thereunder or under this Agreement,  Indemnitee shall be
entitled to the full benefits of such more favorable rights. 

          15. CERTAIN DEFINITIONS.  

          (a)  "CHANGE  IN  CONTROL" shall be deemed to have occurred if:

          (1) Any "person"  (as such term is used in Section  13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended),  other than a trustee or other
fiduciary  holding  securities under an employee benefit plan of the Corporation
or a  corporation  owned  directly  or  indirectly  by the  shareholders  of the
Corporation in substantially the same proportions


                                       10

<PAGE>


          as their  ownership  of stock of the  Corporation,  is or becomes  the
          "beneficial owner" (as defined in Rule 13d-3 under said Act), directly
          or indirectly,  of securities of the Corporation  representing  15% or
          more of the total voting  power  represented  by the then  outstanding
          voting securities of the Corporation; or

                    (2) The Corporation is a party to a Business Combination (as
          defined  in  Section   C(1)  of  Article   VIII  of  the  Articles  of
          Incorporation,  as in effect on the date  hereof)  except for any such
          Business Combination which meets the conditions specified in paragraph
          1 of Section B of such Article VIII.

                    (b)  "DISINTERESTED   DIRECTOR"  means  a  director  of  the
          Corporation  who is not or was  not a  party  to the  Proceeding  with
          respect to which indemnification is being sought by Indemnitee.

                    (c)  "EXPENSES"  shall include all direct and indirect costs
          (including without limitation attorneys' fees, retainers, court costs,
          transcripts,   fees  of  experts,   witness  fees,   travel  expenses,
          duplicating  costs,  printing and binding  costs,  telephone  charges,
          postage,   delivery   service  fees,   all  other   disbursements   or
          out-of-pocket  expenses and reasonable  compensation for time spent by
          Indemnitee  for which  Indemnitee is otherwise not  compensated by the
          Corporation or any third party)  actually and  reasonably  incurred in
          connection  with  either the  investigation,  defense,  settlement  or
          appeal  of a  Proceeding  or  establishing  or  enforcing  a right  to
          indemnification  under this  Agreement,  applicable  law or otherwise:
          provided, however, that "Expenses" shall not include any liabilities.

                    (d) "FINAL ADVERSE DETERMINATION" means a determination that
          Indemnitee  is not entitled to  indemnification  pursuant to Section 5
          and either (i) a final adjudication in an Iowa court or decision of an
          arbitrator  pursuant  to Section  8(a) shall have  denied the right of
          Indemnitee to indemnification  under this Agreement,  and is no longer
          appealable,  or (ii) Indemnitee  shall have failed to file a complaint
          in an Iowa court or seek an arbitration award pursuant to Section 8(a)
          for a period of 120 days  after the  determination  made  pursuant  to
          Section 5.

                    (e) "INDEMNIFICATION PERIOD" means the period of time for so
          long as Indemnitee shall continue to serve as a director or officer of
          the  Corporation,  or both, and thereafter so long as Indemnitee shall
          be subject to any possible Proceeding.

                    (f) "INDEPENDENT  LEGAL COUNSEL" means special legal counsel
          (i)  selected  by the Board of  Directors  by vote of a majority  of a
          quorum consisting of Disinterested Directors or, if such quorum cannot
          be  obtained,  by vote of a majority  of the full Board of  Directors,
          including  directors  who are not  Disinterested  Directors,  and (ii)
          approved  by  Indemnitee  (which  approval  shall not be  unreasonably
          withheld)  or,  if there  has 


                                       11

<PAGE>


been a Change in Control,  selected by  Indemnitee  and approved by the Board of
Directors (which approval shall not be unreasonably withheld),  and that neither
is presently nor in the five years preceding such selection has been retained to
represent (y) the  Corporation  or any of its  subsidiaries  or  affiliates,  or
Indemnitee  or any  corporation  or  entity as to which  Indemnitee  is or was a
director,  officer  or  employee,  or any  subsidiary  or  affiliate  of  such a
corporation  or entity,  in any material  matter,  or (z) any other party to the
Proceeding  giving rise to the claim for  indemnification  with respect to which
such  counsel  is  being  selected.  Notwithstanding  the  foregoing,  the  term
"Independent  Legal  Counsel"  shall  not  include  any  person  who,  under the
applicable  standards  of  professional  conduct then  prevailing,  would have a
conflict of interest in representing  either the Corporation or Indemnitee in an
action to  determine  the right of  Indemnitee  to  indemnification  under  this
Agreement.

          (g) "LIABILITIES" means liabilities of any type whatsoever  including,
but not limited to, any  judgments,  fines,  ERISA excise  taxes and  penalties,
penalties and amounts paid in settlement (including all interest assessments and
other  charges  paid  or  payable  in  connection  with  or in  respect  of such
judgments, fines, penalties or amounts paid in settlement) of any Proceeding.

          (h) "PROCEEDING"  means any threatened,  pending or completed  action,
claim, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative   hearing  or  any  other  proceeding  whether  civil,  criminal,
administrative   or  investigative  and  whether  formal  or  informal  that  is
associated  with  Indemnitee  being or having  been a director or officer of the
Corporation.

          17. BINDING EFFECT; Duration and Scope of Agreement.

          This  Agreement  shall be binding upon and inure to the benefit of and
be enforceable by Indemnitee and the Corporation and their respective successors
and assigns  (including  any direct or indirect  successor by purchase,  merger,
consolidation or otherwise to all or substantially all of the business or assets
of the Corporation),  spouses,  heirs, executors,  personal  representatives and
administrators and other legal representatives. This Agreement shall continue in
effect  during the  Indemnification  Period,  regardless  of whether  Indemnitee
continues to serve as a director or officer of the Corporation.

          18. SEVERABILITY.

          If any  provision  or  provisions  of this  Agreement  (or any portion
thereof) shall be held to be invalid,  illegal or  unenforceable  for any reason
whatsoever:

          (a)  The  validity,  legality  and  enforceability  of  the  remaining
provisions  of this  Agreement  shall  not in any way be  affected  or  impaired
thereby; and


                                       12

<PAGE>


          (b) To the fullest  extent  legally  possible,  the provisions of this
Agreement  shall  be  construed  so as to  give  effect  to  the  intent  of any
provisions held invalid, illegal or unenforceable.

          19. GOVERNING LAW.

          This  Agreement  shall be governed by and  construed  and  enforced in
accordance with the laws of the State of Iowa.

          20. ENTIRE AGREEMENT.

          This Agreement represents the entire agreement between the Corporation
and Indemnitee,  and there are no other agreements,  contracts or understandings
between them,  with respect to the subject matter of this  Agreement,  except as
specifically referred to herein or as provided in Section 14.

          IN  WITNESS   WHEREOF,   this  Indemnity   Agreement  is  executed  by
MidAmerican  Energy  Holdings  Company and the  Indemnitee  as of the date first
written above.

                                       MIDAMERICAN ENERGY HOLDINGS COMPANY



                                       By
                                       -------------------------------------
                                       S. J. Bright
                                       President and Chief Executive Officer

                                       INDEMNITEE



                                       -------------------------------------
                                       (Signature)




                                       -------------------------------------




MEC\Policy\Indem\Holding\Indem.form
12.01.96

                                       13