Exhibit 4(c)
TRUST AGREEMENT
OF
MIDAMERICAN ENERGY FINANCING I
This TRUST AGREEMENT of MidAmerican Energy Financing I (the "Trust"),
dated as of October 24, 1996, among (i) MidAmerican Energy Company, an Iowa
corporation (the "Depositor"), (ii) The First National Bank of Chicago, a
national banking association, not in its individual capacity but solely as
trustee of the Trust, (iii) First Chicago Delaware Inc., a Delaware corporation,
not in its individual capacity but solely as trustee of the Trust, and (iv) Paul
J. Leighton, an individual employed by the Depositor, not in his individual
capacity but solely as trustee of the Trust (each of such trustees in (ii),
(iii) and (iv) a "Trustee" and collectively, the "Trustees"). The Depositor and
the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "MidAmerican Energy
Financing I", in which name the Trustees, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over
to the Trustees the sum of $10. The Trustees hereby acknowledge receipt
of such amount in trust from the Depositor, which amount shall constitute
the initial trust estate. The Trustees hereby declare that they will hold
the trust estate in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 DEL. C. S.3801 ET
SEQ. (the "Business Trust Act"), and that this document constitutes the
governing instrument of the Trust. The Trustees are hereby authorized and
directed to execute and file a certificate of trust with the Delaware
Secretary of State in accordance with the provisions of the Business Trust
Act.
3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each such party and
substantially in the form to be included as an exhibit to the 1933 Act
Registration Statement referred to below, to provide for the
contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated
Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor (i) to file with the Securities and Exchange Commission
(the "Commission") and execute, in each case on behalf of the Trust, (a) a
Registration Statement on Form S-3 (the "1933 Act Registration
Statement"), including any pre-effective or post-effective amendments to
the 1933 Act Registration Statement, relating to the registration under the
Securities Act of 1933, as amended, of the Preferred Securities of the Trust
and certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock
Exchange (the "Exchange") and execute on behalf of the Trust a listing
application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause
the Preferred Securities to be listed on the Exchange and (iii) to file
and execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or "Blue Sky" laws
of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to in
clauses (i) and (ii) above is required by the rules and regulations of the
Commission, the Exchange or state securities or blue sky laws, to be executed
on behalf of the Trust by one or more of the Trustees, each of the
Trustees, in its or his capacity as Trustee of the Trust, is hereby
authorized and, to the extent so required, directed to join in any such
filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The First National Bank of Chicago and
First Chicago Delaware Inc., in their capacities as Trustees of the Trust,
respectively, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the
rules and regulations of the Commission, the Exchange or state securities
or blue sky laws. In connection with all of the foregoing, the Depositor and
each Trustee, solely in its or his capacity as Trustee of the Trust, hereby
constitutes and appoints Phillip G. Lindner, Paul J. Leighton, and J. Sue
Rozema, and each of them, as its or his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the
Depositor or such Trustee or in the Depositor's or such Trustee's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration Statement
and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith and in
connection with the filing of the 1933 Act Registration Statement and the
1934 Act Registration Statement, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor or such
Trustee might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their respective
substitute or substitutes, shall do or cause to be done by virtue hereof.
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5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed
from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of Trustees; provided, however,
that to the extent required by the Business Trust Act, one Trustee shall
either be a natural person who is a resident of the State of Delaware, or,
if not a natural person, an entity which has its principal place of
business in the State of Delaware and otherwise meets the requirements
of applicable Delaware law. Subject to the foregoing, the Depositor is
entitled to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon thirty days prior notice to Depositor.
7. First Chicago Delaware Inc., in its capacity as Trustee, shall
not have any of the powers or duties of the Trustees set forth herein and
shall be a Trustee of the Trust for the sole purpose of satisfying the
requirements of Section 3807 of the Business Trust Act.
8. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
MIDAMERICAN ENERGY PAUL J. LEIGHTON, not in
COMPANY, as Depositor his individual capacity
but solely as Trustee
By: /s/ J. Sue Rozema By: /s/ Paul J. Leighton
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Name: J. Sue Rozema
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Title: Vice President and Treasurer
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THE FIRST NATIONAL BANK OF CHICAGO,
not in its individual capacity
but solely as Trustee
By: /s/ Richard D. Manella
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Name: Richard D. Manella
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Title: Vice President
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FIRST CHICAGO DELAWARE INC.
not in its individual capacity
but solely as Trustee
By: /s/ Steven M. Wagner
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Name: Steven M. Wagner
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Title: Vice President
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