Exhibit 4(d)
TRUST AGREEMENT
OF
MIDAMERICAN ENERGY FINANCING II
This TRUST AGREEMENT of MidAmerican Energy Financing II (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 II", 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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