MIDAMERICAN ENERGY COMPANY
RESTATED EXECUTIVE
DEFERRED COMPENSATION PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 BACKGROUND OF PLAN. MidAmerican Energy Company presently maintains a
deferred compensation plan for selected employees and also maintains certain
deferred compensation plans of predecessor employers. This Plan shall replace
those arrangements, effective January 1, 1999, and is known as the MidAmerican
Energy Company Restated Executive Deferred Compensation Plan (the "Plan").
The Plan shall be maintained as an unfunded plan of deferred compensation for a
select group of management or highly compensated employees. The Plan, therefore,
is intended to be exempt from the participation, vesting, funding, and fiduciary
requirements of Title I of the Employee Retirement Income Security Act of 1974.
1.2 PURPOSE OF PLAN. The purpose of this Plan is to provide certain employees
with an additional way to defer portions of their compensation. The plan is also
intended to provide Participants with an effective means of deferring all or a
portion of short-term incentive bonus payments they are entitled to receive.
1.3 APPLICABILITY OF PLAN. The provisions of this Plan are applicable to
Employees who are employed by an Employer on or after January 1, 1999, and, with
respect to amounts deferred under any Predecessor Plan, are applicable to
participants who still have account balances under any such Plan.
1.4 MERGER OF PREDECESSOR PLANS. For ease of administration, and in recognition
of the need to change earnings credit and method of valuation in the Predecessor
Plans in light of the anticipated acquisition of MidAmerican Energy Holdings
Company by CalEnergy Company, Inc. (through a merger of a subsidiary of
CalEnergy with and into MidAmerican Energy Holdings Company ("Merger")), each
Predecessor Plan is hereby merged into the Plan, effective January 1, 1999.
ARTICLE 2
DEFINITIONS
Whenever used in this Plan, the following terms shall have the meanings set
forth below unless otherwise expressly provided. When the defined meaning is
intended, the term is capitalized. The definition of any term in the singular
shall also include the plural, whichever is appropriate in the context.
2.1 ACCOUNT. Account means the bookkeeping account maintained for each
Participant that represents the Participant's total interest under the Plan as
of any Valuation Date. An Account shall consist of the sum of deferrals of
Salary and Bonus credited pursuant to section 4.1, and any gains and losses
credited on these amounts. It shall also consist of any accounts transferred
from Predecessor Plans. A Participant shall have a fully vested and
nonforfeitable interest at all times in his or her Account.
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2.2 AFFILIATE. Affiliate means any corporation, association, joint venture,
proprietorship or partnership while it is connected with the Company through
stock ownership, common control, membership in an affiliated service group, or
otherwise within the meaning of Code section 414(b), (c), (m) and (o).
2.3 BENEFICIARY. Beneficiary means the person or persons designated by the
Participant to receive any benefits payable from the Participant's Account after
his or her death. Each Participant shall designate his or her Beneficiary (or
change this designation) at a time and in a manner specified by the Committee.
If no person is designated as a Beneficiary, if a designation is revoked, or if
no designated Beneficiary survives the Participant, the Beneficiary shall be the
Participant's estate.
2.4 BONUS. Bonus means the cash portion of the Participant's short-term
incentive bonus award payable to a Participant on account of services performed
by the Participant.
2.5 CODE. Code means the Internal Revenue Code of 1986, as amended, or as it
may be amended from time to time. A reference to a particular section of the
Code shall also include the regulations promulgated under such section.
2.6 COMMITTEE. Committee means the Compensation Committee established by the
Board of Directors of the Company.
2.7 COMPANY. Company means MidAmerican Energy Company.
2.8 EMPLOYEE. Employee means any person who is employed by an Employer.
2.9 EMPLOYER. Employer means the Company and any Affiliate that elects to
become a party to the Plan with the approval of the Company.
2.10 INVESTMENT FUND. Investment Fund means an investment benchmark or fund
designated by the Committee as an investment medium for the hypothetical
investment of a Participant's Account. As of January 1, 1999, there shall be a
choice between the S&P 500 Stock Index Benchmark, the Lehman Brothers Aggregate
Bond Index Benchmark and the Stable Fund Fixed Rate Benchmark. The Committee
shall have the discretion to establish and terminate investment benchmarks or
funds as it may deem appropriate.
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(a) S&P 500 Stock Index Benchmark means the S&P 500 Stock Index Value as
published by Standard and Poor as of the end of each business day,
including dividends reinvested.
(b) Lehman Brothers Aggregate Bond Index Benchmark means the Aggregate
Bond Index Value as published by Lehman Brothers as of the end of each
business day.
(c) Stable Fund Fixed Rate Benchmark shall be an account in which the
credits in the account do not fluctuate in value, and the values in
the account are credited with an annual interest rate, compounded
annually. The annual interest rate shall be set for each calendar year
based on the one-year U.S. Treasury Bill rate on October 15 in the
prior year (or the previous business day if October 15 is not a
business day), except that for 1999, the rate shall be 4.3%.
2.11 PARTICIPANT. Participant means an Employee who has met and continues to
meet the eligibility requirements described in section 3.1 and who has elected
to defer amounts under the Plan. It also means any person with an account
balance under this Plan.
2.12 PLAN. Plan means this MidAmerican Energy Company Restated Executive
Deferred Compensation Plan, as it may be amended from time to time.
2.13 PLAN YEAR. Plan Year means the calendar year.
2.14 PREDECESSOR PLAN. The following plans shall individually be considered a
Predecessor Plan and collectively shall be considered the Predecessor Plans:
(a) MidAmerican Energy Company Deferred Compensation Plan - Executives
(b) Deferred Compensation Plan for Executives of Midwest Resources Inc.
and Subsidiaries
(c) Midwest Resources Inc. - Iowa Resources Inc. and Subsidiaries -
Executive Incentive Compensation Plan Revised and Amended (1/29/92
latest revision). (This Plan consists of both the Iowa Resources Inc.
Executive Incentive Plan in existence prior to the merger of Iowa
Resources Inc. and Midwest Energy Company and the Midwest Resources
Inc. Executive Incentive Plan after such merger.)
(d) Midwest Power Systems 1993 Key Executive Incentive Compensation Plan
(e) Midwest Resources Inc. - Iowa Resources Inc. and Subsidiaries -
Executive Deferred Compensation Plan Revised and Amended
(f) Non-Cash Bonus Award Plan for Executives of Midwest Resources Inc.
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2.15 RETIREMENT DATE. The date the Participant chooses as his or her retirement
date under the terms of the Company's cash balance defined benefit plan, or
successor plan, which can be either the normal retirement date or an early
retirement date under such plan.
2.16 SALARY. Salary means the Participant's regular basic wage from the
Employer, exclusive of any Bonus, and determined before reduction for amounts
deferred pursuant to the Plan, and before reduction for any salary reduction
contributions made on the Participant's behalf under a plan maintained by the
Company or an Affiliate under Code section 125 or 401(k).
2.17 TERMINATED FOR CAUSE. Terminated for Cause means the Participant was
terminated by an Employer because the Participant:
(a) committed an act of fraud, embezzlement, theft or other criminal
act(s) constituting a felony;
(b) was grossly negligent in the performance of any or all material terms
of his or her employment for reasons other than the Employee's death,
disability, retirement and the Employee failed to cure any defect in
performance within 10 days of receiving written notice regarding such
defect;
(c) committed an act of gross misconduct in the performance of his or her
duties or is guilty of any conduct which, in the reasonable opinion of
the Committee, brings the Participant, the Company or any Affiliate
into serious disrepute; or
(d) breached the terms of an employment agreement in effect between the
Participant and Employer.
2.18 VALUATION DATE. Valuation Date means the last business day of each
calendar year and any other date that the Committee selects in its sole
discretion for the revaluation and adjustment of Accounts.
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. An Employee shall be eligible to participate in this Plan if
he or she is a member of a select group of management or highly compensated
employees who is approved for participation by the Committee. Participants with
account balances in any Predecessor Plan shall automatically be either an active
or inactive Participant in this Plan, depending on whether they are an employee
of an Employer as of January 1, 1999, in which case he or she is an active
Participant, or if not an employee of an Employer on such date, then he or she
is an inactive Participant.
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3.2 PARTICIPATION.
(a) COMMENCEMENT OF PARTICIPATION. An Employee who has satisfied the
eligibility requirements of section 3.1 may enroll in the Plan by
making the elections described in this Plan. This enrollment shall be
effective as of the first day of any Plan Year after the Employee
satisfies these eligibility requirements, provided that he or she is
still eligible to participate under section 3.1.
(b) DURATION OF PARTICIPATION. A Participant shall continue to be an
active Participant until he or she ceases to meet the eligibility
requirements under section 3.1. Thereafter, he or she shall be an
inactive Participant and shall retain all the rights described under
this Plan, except the right to elect any further deferrals of Bonus or
Salary until he or she again becomes an active Participant.
ARTICLE 4
DEFERRAL ELECTIONS
4.1 AMOUNT OF DEFERRAL. Prior to the beginning of each Plan Year, a
Participant may elect to defer up to --
(a) 50 percent (in increments of 1 percent) of the Salary that would
otherwise be payable to the Participant during the Plan Year; and
(b) 100 percent (in increments of 1 percent) of the Bonus that would
otherwise be payable to the Participant during the Plan Year.
Each deferral of Salary and/or Bonus shall be credited to the Participant's
Account as of the business day on which the cash would have otherwise been paid.
If the closing of the Merger occurs in 1999, the deferral election filed for
1999 shall terminate with respect to Salary payable after such date unless the
Company affirmatively elects to continue this Plan for new deferrals after such
date.
4.2 CHANGE OR REVOCATION OF DEFERRAL. After the beginning of a Plan Year, a
Participant may not increase, decrease or revoke the amount of Salary or Bonus
deferred for that Plan Year under section 4.1.
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ARTICLE 5
PARTICIPANTS' ACCOUNTS
5.1 INVESTMENT OF ACCOUNTS. With respect to each deferral election a
Participant makes under Section 4.1, the Participant shall elect in writing to
hypothetically deem to have the deferrals made on his or her behalf invested in
any one or more of the Investment Funds in 1 percent increments. The account
value for each amount deferred shall be determined based on the Investment
Fund's value on the date the amount deferred would have otherwise been payable
to the Participant.
5.2 INVESTMENT CHANGES FOR PREDECESSOR PLANS. With respect to account balances
in each Predecessor Plan, if the valuation of any account is dependent upon the
book value or fair market value of MidAmerican Energy Holdings Company common
stock, or if earnings on an account are determined by the dividend rate on
MidAmerican Energy Holdings Company common stock (other than a rate that has
been fixed as of a certain date and is not subject to further change), each
Participant who has such an account balance shall file an election form with the
Committee prior to the closing date of the Merger, designating, pursuant to the
procedures in section 5.1, the Investment Funds in which such account is deemed
to be invested. To the extent the value of an account, as of the closing date of
the Merger, is based on the value of MidAmerican Energy Holdings Company common
stock, the value of each stock unit in any such account shall be deemed to be
$27.15, plus any dividend paid to shareholders of MidAmerican Energy Holdings
Company common stock through the closing date of the Merger. In any account
based on a fixed value with crediting of interest only, but which varies in the
interest rate credited from time to time, interest on the account shall be
credited through date of closing of the Merger. Amounts converted to the
Investment Funds as of the closing date of the Merger shall be converted based
on the Investment Fund benchmark values on the date of closing. As to any
Participant's account transferred from a Predecessor Plan with a fixed value and
fixed interest rate credited to the account (i.e. debentures under the Iowa
Resources Inc. Executive Deferred Compensation Plan), the Participant's account
balance shall continue to reflect such fixed value and shall continue to be
credited with the fixed interest rate, unless the Participant elects to have his
or her account value related to such fixed investment converted to one or more
of the Investment Funds pursuant to the procedure set forth above within the
time frame specified above.
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5.3 CONTINGENCY OF MERGER. In the event the Merger does not take place, then
with respect to amounts deferred for 1999, such amounts shall be reconverted, as
of January 1, 1999, to the forms of deemed investments as existed in the
MidAmerican Energy Company Executive Deferred Compensation Plan prior to the
establishment of this Plan. In addition, with respect to investment changes for
Predecessor Plans as provided in Section 5.2, in the event the Merger does not
take place, the provisions of Section 5.2 shall become null and void and the
account balances transferred to this Plan from the Predecessor Plans shall
continue in the same form and deemed investments as in the Predecessor Plans.
However, all other provisions of this Plan, including, but not limited to
payment provisions in Article 6, shall apply to such accounts.
5.4 CHANGES IN INVESTMENTS. A Participant may change the hypothetical
investment allocation in his or her account no more than once during any
calendar quarter by filing an appropriate form with the Committee (or its
designated administrative representative) specifying the change to be made. The
change shall be processed within five (5) business days of receipt of the change
request by the Committee.
5.5 VALUATION OF ACCOUNTS.
(a) ALLOCATION OF EARNINGS AND LOSSES. A Participant's Account shall be
adjusted as of each Valuation Date to reflect any gains or losses that
would have been credited or debited to the Account if it had actually
been invested in the manner described in section 5.1. Accounts where
an investment change request has been received between these dates
will be credited or charged for any investment gains or losses since
the last Valuation Date through the effective date of the investment
change.
(b) CHARGES AGAINST ACCOUNT. Any payments made to a Participant or
Beneficiary under Article 6 shall be charged against the Participant's
Account.
5.6 FINANCING. The benefits under this Plan shall be paid out of the general
assets of the Employer, except to the extent they are paid from the assets of a
grantor trust established by an Employer to pay these benefits.
5.7 UNSECURED INTEREST. No Participant shall have any interest whatsoever in
any specific asset of the Employer. To the extent that any person acquires a
right to receive payments under this Plan, this right shall be no greater than
the right of any unsecured general creditor of the Employer.
5.8 NONTRANSFERABILITY. In no event shall an Employer make any payments under
this Plan to any assignee or creditor of a Participant or Beneficiary. Prior to
the time of payment hereunder, no Participant or Beneficiary shall have any
right by way of anticipation or otherwise to assign or otherwise dispose of any
interest under this Plan, nor shall rights be assigned or transferred by
operation of law.
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ARTICLE 6
PAYMENT OF ACCOUNTS
6.1 PAYMENTS TO PARTICIPANTS.
(a) RETIREES IN PAY STATUS UNDER PREDECESSOR PLANS. Those Participants in
pay status under any Predecessor Plan or Plans shall continue to be
paid for the remaining term as originally approved by the Committee.
(b) PARTICIPANTS RETIRING BEFORE JANUARY 1, 2001. With respect to any
Participant whose Retirement Date is after December 31, 1998, but
before January 1, 2001, the following shall be applicable with respect
to payment of benefits:
(1) At the election of the Committee, upon consultation with the
Participant, payment shall be made in a lump sum or in annual
installments. The Committee's decision shall be made as soon as
practical prior to or immediately following Retirement Date. The
Committee's decision shall also specify the year of payment in the
case of a lump sum payment or the year of the first payment in the
case of annual installments.
(2) If annual installments are selected, each annual installment shall
be not less than 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 Participant at the beginning of such
Plan Year (or the joint life expectancy of the Participant and spouse
if the Participant is married). Each annual installment payment shall
be made within fifteen (15) days following the first day of each Plan
Year.
(3) 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, 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.
(4) In the event of the death of a Participant occurring either before
the commencement of payment or before the full balance of the
Participant's account has been paid, the unpaid balance of Deferred
Compensation shall be paid in a lump sum to the Participant's
designated beneficiary or estate. Payment shall be made within thirty
(30) days following the date of death.
(5) All payments shall be made in cash and no payments shall be made
prior to retirement.
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(c) PARTICIPANTS RETIRING AFTER DECEMBER 31, 2000. With respect to any
Participant whose Retirement Date is after December 31, 2000, the
following shall be applicable with respect to payment of benefits:
(1) The Participant may file an election with the Committee as to the
method and timing of benefits at any time (including during
employment), but no later than 30 days following his or her Retirement
Date, specifying the method (lump sum or substantially equal annual
installments over a period not exceeding the life expectancy of the
Participant or the joint life expectancy of the Participant and his or
her designated beneficiary) and the timing of payments (specifying the
Plan Year for receipt of lump sum or Plan Year of first installment
payment); provided however the lump sum payment or the first
installment payment cannot be any later than the Plan Year following
the year in which the Participant turns age 70 1/2. An election may be
changed at any time prior to Retirement Date (subject to the rules
below) by filing a new election with the Committee.
(2) The first annual payment or the lump sum payment cannot be any
earlier than the January following the third anniversary of the date
of the Participant's most recent election filed with the Committee.
(3) If termination of employment does not occur until after the date
selected by the Participant for a lump sum payment or the date of the
first annual payment, payment will be postponed until the January
following termination of employment.
(4) If a Participant has not filed an election as of thirty (30) days
following Retirement Date, payment will be made in ten (10) annual
installments beginning in the Plan Year following the year in which
the Participant reaches age sixty-five (65), or in a lump sum in the
Plan year following age 65 if the account value is less than $100,000
as of his or her Retirement Date.
(5) If annual installments are selected, each annual installment shall
be not less than 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 Participant at the beginning of such
Plan Year (or the joint life expectancy of the Participant and spouse
if the Participant is married). Each annual installment payment shall
be made within fifteen (15) days following the first day of each Plan
Year.
(6) 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, 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.
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(7) In the event of the death of a Participant occurring either before
the commencement of payment or before the full balance of the
Participant's account has been paid, the unpaid balance of Deferred
Compensation shall be paid in a lump sum to the Participant's
designated beneficiary or estate. Payment shall be made within thirty
(30) days following the date of death.
(8) All payments shall be made in cash.
6.2 PAYMENTS AFTER TERMINATION OF EMPLOYMENT BUT PRIOR TO RETIREMENT. No
payments shall be made after termination of employment but prior to the
Participant's Retirement Date except as follows:
(a) Pursuant to a valid election form filed with the Committee under
subsection 6.1(c)(1) above;
(b) Pursuant to an unforeseen hardship as approved by the Committee under
the guidelines in section 6.3 below; or
(c) In the case of Termination for Cause payment shall be made in a lump
sum in January following termination of employment.
6.3 IN-SERVICE WITHDRAWAL.
(a) Generally, a Participant may not receive a distribution from the
Participant's Account prior to the applicable distribution date under
section 6.1. However, the Committee may, in its sole and absolute
discretion, allow a Participant to withdraw all or part of his or her
Account in the event of an unforeseen financial hardship. The amount
withdrawn may not exceed the amount needed to satisfy the financial
hardship, less all amounts that are reasonably available from other
sources.
(b) For purposes of this section, a "financial hardship" is an
unforeseeable emergency resulting from a sudden and unexpected illness
of the Participant or a dependent, loss of the Participant's property
due to casualty, or other similar circumstances arising from events
that are beyond the Participant's control.
6.4 LUMP SUM PAYMENT AFTER ANNUAL INSTALLMENTS BEGIN. Once annual payments
begin to a Participant, payments may not be accelerated except in the
case of an unforeseen financial hardship as approved by the Committee
pursuant to the guidelines in section 6.3 above.
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ARTICLE 7
ADMINISTRATION
7.1 ADMINISTRATION. The Plan shall be administered by the Committee. A
majority of the members of the Committee at the time in office shall constitute
a quorum for the transaction of business. All resolutions and other actions
taken by the Committee at any meeting shall be by a majority vote of those
present at the meeting. Upon the unanimous concurrence in writing of all
Committee members, action of the Committee may be taken other than at a meeting.
The Committee shall have all powers necessary or appropriate to carry out the
provisions of the Plan. It may, from time to time, establish rules for the
administration of the Plan and the transaction of the Plan's business. The
Committee may designate one or more employees of the Company to carry out the
day to day administration of the Plan.
The Committee shall have the exclusive right to make any finding of fact
necessary or appropriate for any purpose under the Plan including, but not
limited to, the determination of eligibility for and amount of any benefit.
The Committee shall have the exclusive right to interpret the terms and
provisions of the Plan and to determine any and all questions arising under the
Plan or in connection with its administration, including, without limitation,
the right to remedy or resolve possible ambiguities, inconsistencies, or
omissions by general rule or particular decision, all in its sole and absolute
discretion.
All findings of fact, determinations, interpretations and decisions of the
Committee shall be conclusive and binding upon all persons having or claiming to
have any interest or right under the Plan and shall be given the maximum
possible deference allowed by law.
7.2 APPEALS FROM DENIAL OF CLAIMS. If any claim for benefits under the Plan
is wholly or partially denied, the claimant shall be given notice in writing of
the denial. This notice shall be in writing, within a reasonable period of time
after receipt of the claim by the Committee. This period shall not exceed 90
days after receipt of the claim, except that if special circumstances require an
extension of time, written notice of the extension shall be furnished to the
claimant and an additional 90 days will be considered reasonable.
This notice shall be written in a manner calculated to be understood by the
claimant and shall set forth the following information:
(a) the specific reasons for the denial;
(b) specific reference to the Plan provisions on which the denial is
based;
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(c) a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why this
material or information is necessary;
(d) an explanation that a full and fair review by the Committee of the
decision denying the claim may be requested by the claimant or an
authorized representative by filing with the Committee, within 60 days
after the notice has been received, a written request for the review;
and
(e) if this request is so filed, an explanation that the claimant or an
authorized representative may review pertinent documents and submit
issues and comments in writing within the same 60-day period specified
in subsection (d).
The decision of the Committee upon review shall be made promptly, and not later
than 60 days after the Committee's receipt of the request for review, unless
special circumstances require an extension of time for processing. In this case
the claimant shall be so notified, and a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
If the claim is denied, wholly or in part, the claimant shall be given a copy of
the decision promptly. The decision shall be in writing, shall include specific
reasons for the denial, shall include specific references to the pertinent Plan
provisions on which the denial is based, and shall be written in a manner
calculated to be understood by the claimant.
7.3 TAX WITHHOLDING. The Employer or the trustee under any grantor trust
established to pay benefits may withhold from any payment under this Plan any
federal, state or local taxes required by law to be withheld with respect to the
payment and any sum the Employer or trustee may reasonably estimate as necessary
to cover any taxes for which they may be liable and that may be assessed with
regard to the payment. With respect to any FICA/Medicare taxes on deferred
amounts which may be due prior to payment of benefits hereunder, the Employer
may withhold the Participant's share of such taxes from other income due the
Participant by the Employer.
7.4 EXPENSES. All expenses incurred in the administration of the Plan shall be
paid by the Employers.
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ARTICLE 8
ADOPTION OF THE PLAN BY AFFILIATE;
AMENDMENT AND TERMINATION OF THE PLAN
8.1 ADOPTION OF THE PLAN BY AFFILIATE. An Affiliate may adopt the Plan by
appropriate action of its board of directors or authorized officers or
representatives, subject to the approval of the Company's board of directors.
8.2 AMENDMENT AND TERMINATION. The Company hereby reserves the right to
amend, modify or terminate the Plan at any time, and for any reason, by action
of its board of directors. However, no amendment or termination shall adversely
affect benefits accrued prior to the date of the amendment or termination.
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 NO CONTRACT OF EMPLOYMENT. Nothing contained in the Plan shall be
construed to give any Participant the right to be retained in the service of an
Employer or to interfere with the right of an Employer to discharge a
Participant at any time.
9.2 SEVERABILITY. If any provision of this Plan shall be held illegal or
invalid, the illegality or invalidity shall not affect its remaining parts. The
Plan shall be construed and enforced as if it did not contain the illegal or
invalid provision.
9.3 SUCCESSORS. All obligations of the Company under the Plan 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.
9.4 APPLICABLE LAW. Except to the extent preempted by applicable federal law,
this Plan shall be governed by and construed in accordance with the laws of the
State of Iowa.
IN WITNESS WHEREOF, MidAmerican Energy Company has caused this instrument to be
executed by its duly authorized officer effective as of the 12th day of
March, 1999.
MIDAMERICAN ENERGY COMPANY
By: /s/ S. J. Bright
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Its: Chairman, President and Chief Executive Officer
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