SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
Commission File No. 0-25551
MIDAMERICAN ENERGY HOLDINGS COMPANY
(the successor in interest to CalEnergy Company, Inc.)
(Exact name of registrant as specified in its charter)
Iowa 94-2213782
(State or other (I.R.S. Employer
jurisdiction or organization) Identification No.)
or organization)
666 Grand Avenue, Des Moines, IA 50309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 242-4300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange
Common Stock, $0.0675 on which registered
par value ("Common Stock") New York Stock Exchange
Pacific Stock Exchange
London Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: N/A
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes X No______
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Based on the closing sales price of Common Stock on the New
York Stock Exchange on March 29, 1999, the aggregate market value
of the Common Stock held by non-affiliates of the Company was
$1,644,091,283 .
58,848,905 shares of Common Stock were outstanding on March 29, 1999.
Documents incorporated by reference: N/A
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Omaha, State of
Nebraska, on this 14th day of April, 1999.
CALENERGY COMPANY, INC.
/s/ David L. Sokol*
By David L. Sokol
President and Chief Executive Officer
By: /s/ Steven A. McArthur
Steven A. McArthur
Attorney-in-Fact
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature Date
/s/ David L. Sokol* April 14, 1999
David L. Sokol
Chairman of the Board,
Chief Executive Officer, and
Director
/s/ Gregory E. Abel* April 14, 1999
Gregory E. Abel,
President and Chief Operating Officer
/s/ Patrick J. Goodman* April 14, 1999
Patrick J. Goodman
Senior Vice President,
Chief Financial Officer and
Chief Accounting Officer
/s/ Edgar D. Aronson* April 14, 1999
Edgar D. Aronson
Director
/s/ Judith E. Ayres* April 14, 1999
Judith E. Ayres
Director
*By:/s/ Steven A. McArthur April 14, 1999
Steven A. McArthur
Attorney-in-Fact
_______________ April 14, 1999
Terry E. Branstad
Director
_______________ April 14, 1999
Stanley J. Bright
Director
_______________ April 14, 1999
Jack W. Eugster
Director
/s/ Richard R. Jaros* April 14, 1999
Richard R. Jaros
Director
/s/ David R. Morris* April 14, 1999
David R. Morris
Director
________________ April 14, 1999
Robert L. Peterson
Director
/s/ John R. Shiner* April 14, 1999
John R. Shiner
Director
/s/ Bernard W. Reznicek* April 14, 1999
Bernard W. Reznicek
Director
/s/ Walter Scott, Jr.* April 14, 1999
Walter Scott, Jr.
Director
/s/ David E. Wit* April 14, 1999
David E. Wit
Director
*By:/s/ Steven A. McArthur April 14, 1999
Steven A. McArthur
Attorney-in-Fact
The undersigned registrant hereby amends and supplements
Item 14 of its Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, by filing herewith an amended and
restated Exhibit Index which shall read as follows and by filing
herewith the following Exhibits noted by an asterisk (*):
EXHIBIT INDEX
3.1 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Annex VI to the
Company's Joint Proxy Statement, dated September 25, 1998).
*3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and
CalEnergy Company, Inc. effective as of March 12, 1999.
*3.3 Articles of Amendment to the Amended and Restated Articles
of Incorporation of Maverick Reincorporation Sub, Inc.,
effective as of March 12, 1999 (name change to MidAmerican
Energy Holdings Company).
*3.4 Articles of Amendment to the Amended and Restated Articles
of Incorporation of the Company dated as of March 12, 1999
(preferred stock rights).
3.5 The Company's Amended and Restated By-Laws (incorporated by
reference to Exhibit 4.3 of the Company's Form S-8, dated
March 19, 1999, Registration No. 333-74691).
4.1 Specimen copy of form of Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the Company's
Form S-8, dated March 19, 1999, Registration No. 333-74691).
4.2 Shareholders Rights Agreement between the Company and
Manufacturers Hanover Trust Company of California dated
March 12, 1999 (incorporated by reference to Exhibit 1 to
the Company's Form 8-A, dated as of March 12, 1999, File No.
1-14881).
4.3 Indenture for the 6 1/4% Convertible Junior Subordinated
Debentures, dated as of April 1, 1996, among CalEnergy
Company, Inc., as Issuer, and the Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.3 to
Amendment 1 to the Company's Registration Statement on Form
S-3, Registration No. 333-08315).
4.4 Indenture, dated as of September 20, 1996, between the
Company and IBJ Schroder Bank & Trust Company, as trustee,
relating to $225,000,000 principal amount of 9 1/2% Senior
Notes due 2006 (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-3,
Registration No. 333-15591).
4.5 Indenture for the 6 1/4% Convertible Junior Subordinated
Debentures due 2012, dated as of February 26, 1997, between
the Company, as issuer, and the Bank of New York, as Trustee
(incorporated by reference to Exhibit 10.129 to the
Company's 1996 Form 10-K).
4.6 Registration Rights Agreement, dated August 12, 1997, by and
among CalEnergy Capital Trust III, CalEnergy Company, Inc.,
Credit Suisse First Boston Corporation and Lehman Brothers,
Inc. (incorporated by reference Exhibit 10.1 to the
Company's Registration Statement and on Form S-3, No. 333-
45615).
4.7 Indenture, dated as of October 15, 1997, among the Company
and IBJ Schroder Bank & Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated October 23, 1997).
4.8 Form of First Supplemental Indenture, dated as of October
28, 1997, among the Company and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to Exhibit
4.2 to the Company's Current Report on Form 8-K dated
October 23, 1997).
4.9 Form of Second Supplemental Indenture, dated as of September
22, 1998 between the Company and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K dated September 17,
1998.)
4.10 Form of Third Supplemental Indenture, dated as of November
13, 1998, between the Company and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the Company's
Current Report on Form 8-K dated November 10, 1998).
10.1 1996 Employee Stock Option Plan, as amended (incorporated by
reference to Exhibit A to the Company's 1996 Proxy
Statement, 1997 Proxy Statement and 1998 Proxy Statement).
10.2 1994 Employee Stock Purchase Plan, as amended (incorporated
by reference to Exhibit A to the Company's 1994 Proxy
Statement).
10.3 Amended and Restated Employment Agreement between the
Company and David L. Sokol dated as of August 21, 1995
(incorporated by reference to Exhibit 10.82 to the Company's 1995
Form 10-K); Amendment No. 1 to the Amended and Restated
Employment Agreement between the Company and David L. Sokol,
dated August 28, 1996 (incorporated by reference to Exhibit 10.43
to the Company's 1996 Form 10-K), and Amendment No. 2 to the
Amended and Restated Employment Agreement between the Company and
David L. Sokol dated April 16, 1997 (incorporated by reference to
Exhibit 10.32 to the Company's 1997 Form 10-K).
*10.4 Restricted Stock Exchange Agreement between the Company
and David L. Sokol dated as of November 29, 1995
(incorporated by reference to Exhibit 10.43 to the Company's
1995 Form 10-K), Amendment No. 1 to the Restricted Stock
Exchange Agreement between the Company and David L. Sokol
dated August 28, 1996 and Amendment No. 2 dated April 16,
1997.
10.5 Employment Agreement between the Company and Gregory E.
Abel, dated August 6, 1996 (incorporated by reference to
Exhibit 10.44 to the Company's 1996 Form 10-K).
10.6 Amendment No. 1 to the Employment Agreement between the
Company and Gregory E. Abel dated April 16, 1997
(incorporated by reference to Exhibit 10.34 to the Company's
1997 Form 10-K).
10.7 Employment Agreement between the Company and Steven A.
McArthur, dated August 6, 1996 (incorporated by reference to
Exhibit 10.46 to the Company's 1996 Form 10-K).
10.8 Amendment No. 1 to the Employment Agreement between the
Company and Steven A. McArthur dated April 16, 1997
(incorporated by reference to Exhibit 10.38 to the Company's
1997 Form 10-K).
10.9 125 MW Power Plant - Upper Mahiao Agreement (the "Upper
Mahiao ECA") dated September 6, 1993 between PNOC-Energy
Development Corporation ("PNOC-EDC") and Ormat, Inc. as
amended by the First Amendment to 125 MW Power Plant Upper
Mahiao Agreement dated as of January 28, 1994, the Letter
Agreement dated February 10, 1994, the Letter Agreement
dated February 18, 1994 and the Fourth Amendment to 125 MW
Power Plant - Upper Mahiao Agreement dated as of March 7,
1994 (incorporated by reference to Exhibit 10.95 to the
Company's 1994 Form 10-K).
10.10 Credit Agreement dated April 8, 1994 among CE Cebu
Geothermal Power Company, Inc., the Banks thereto, Credit
Suisse as Agent (incorporated by reference to Exhibit 10.96
to the Company's 1994 Form 10-K).
10.11 Credit Agreement dated as of April 8, 1994 between CE
Cebu Geothermal Power Company, Inc., Export-Import Bank of
the United States (incorporated by reference to Exhibit
10.97 to the Company's 1994 Form 10-K).
10.12 Pledge Agreement among CE Philippines Ltd, Ormat-Cebu
Ltd., Credit Suisse as Collateral Agent and CE Cebu
Geothermal Power Company, Inc. dated as of April 8, 1994
(incorporated by reference to Exhibit 10.98 to the Company's
1994 Form 10-K).
10.13 Overseas Private Investment Corporation Contract of
Insurance dated April 8, 1994 between the Overseas Private
Investment Corporation ("OPIC") and the Company through its
subsidiaries CE International Ltd., CE Philippines Ltd., and
Ormat-Cebu Ltd. (incorporated by reference to Exhibit 10.99
to the Company's 1994 Form 10-K).
10.14 180 MW Power Plant - Mahanagdong Agreement
("Mahanagdong ECA") dated September 18, 1993 between PNOC-
EDC and CE Philippines Ltd. and the Company, as amended by
the First Amendment to Mahanagdong ECA dated June 22, 1994,
the Letter Agreement dated July 12, 1994, the Letter
Agreement dated July 29, 1994, and the Fourth Amendment to
Mahanagdong ECA dated March 3, 1995 (incorporated by
reference to Exhibit 10.100 to the Company's 1994 Form 10-
K).
10.15 Credit Agreement dated as of June 30, 1994 among CE
Luzon Geothermal Power Company, Inc., American Pacific
Finance Company, the Lenders party thereto, and Bank of
America National Trust and Savings Association as
Administrative Agent (incorporated by reference to Exhibit
10.101 to the Company's 1994 Form 10-K).
10.16 Credit Agreement dated as of June 30, 1994 between CE
Luzon Geothermal Power Company, Inc. and Export-Import Bank
of the United States (incorporated by reference to Exhibit
10.102 to the Company's 1994 Form 10-K).
10.17 Finance Agreement dated as of June 30, 1994 between CE
Luzon Geothermal Power Company, Inc. and Overseas Private
Investment Corporation (incorporated by reference to Exhibit
10.103 to the Company's 1994 Form 10-K).
10.18 Pledge Agreement dated as of June 30, 1994 among CE
Mahanagdong Ltd., Kiewit Energy International (Bermuda)
Ltd., Bank of America National Trust and Savings Association
as Collateral Agent and CE Luzon Geothermal Power Company,
Inc. (incorporated by reference to Exhibit 10.104 to the
Company's 1994 Form 10-K).
10.19 Overseas Private Investment Corporation Contract of
Insurance dated July 29, 1994 between OPIC and the Company,
CE International Ltd., CE Mahanagdong Ltd. and American
Pacific Finance Company and Amendment No. 1 dated August 3,
1994 (incorporated by reference to Exhibit 10.105 to the
Company's 1994 Form 10-K).
10.20 231 MW Power Plant - Malitbog Agreement ("Malitbog
ECA") dated September 10, 1993 between PNOC-EDC and Magma
Power Company and the First and Second Amendments thereto
dated December 8, 1993 and March 10, 1994, respectively
(incorporated by reference to Exhibit 10.106 to the
Company's 1994 Form 10-K).
10.21 Credit Agreement dated as of November 10, 1994 among
Visayas Power Capital Corporation, the Banks parties thereto
and Credit Suisse Bank Agent (incorporated by reference to
Exhibit 10.107 to the Company's 1994 Form 10-K).
10.22 Finance Agreement dated as of November 10, 1994 between
Visayas Geothermal Power Company and Overseas Private
Investment Corporation (incorporated by reference to Exhibit
10.108 to the Company's 1994 Form 10-K).
10.23 Pledge and Security Agreement dated as of November 10,
1994 among Broad Street Contract Services, Inc., Magma Power
Company, Magma Netherlands B.V. and Credit Suisse as Bank
Agent (incorporated by reference to Exhibit 10.109 to the
Company's 1994 Form 10-K).
10.24 Overseas Private Investment Corporation Contract of
Insurance dated December 21, 1994 between OPIC and Magma
Netherlands, B.V. (incorporated by reference to Exhibit
10.110 to the Company's 1994 Form 10-K).
10.25 Agreement as to Certain Common Representations,
Warranties, Covenants and Other Terms, dated November 10,
1994 between Visayas Geothermal Power Company, Visayas Power
Capital Corporation, Credit Suisse, as Bank Agent, OPIC and
the Banks named therein (incorporated by reference to
Exhibit 10.111 to the Company's 1994 Form 10-K).
10.26 Trust Indenture dated as of November 27, 1995 between
the CE Casecnan Water and Energy Company, Inc. ("CE
Casecnan") and Chemical Trust Company of California
(incorporated by reference to Exhibit 4.1 to CE Casecnan's
Registration Statement on Form S-4 dated January 25, 1996
("Casecnan S-4")).
10.27 Amended and Restated Casecnan Project Agreement between
the National Irrigation Administration and CE Casecnan Water
and Energy Company Inc. dated June 26, 1995 (incorporated by
reference to Exhibit 10.1 to the Casecnan Form S-4).
10.28 Term Loan and Revolving Facility Agreement, dated as of
October 28, 1996, among CE Electric UK Holdings, CE Electric
UK plc and Credit Suisse (incorporated by reference to
Exhibit 10.130 to the Company's 1996 Form 10-K).
10.29 Public Electricity Supply License (incorporated by
reference to Exhibit 10.131 to the Company's 1996 Form 10-K)
10.30 Second Tier Supply Licenses to Supply Electricity for
England & Wales and Scotland (incorporated by reference to
Exhibit 10.132 to the Company's 1996 Form 10-K).
10.31 Pooling and Settlement Agreement for the Electricity
Industry in England and Wales dated 30th March, 1990 (as
amended at 17th October, 1996), among The Generators (named
therein), the Suppliers (named therein), Energy Settlements
and Information Services Limited (as Settlement System
Administrator), Energy Pool Funds Administration Limited (as
Pool Funds Administrator), Scottish Power plc, Electricite
deFrance, Service National and Others (incorporated by
reference to Exhibit 10.133 to the Company's 1996 Form 10-
K).
10.32 Master Connection and User System Agreement with The
National Grid Company plc (incorporated by reference to
Exhibit 10.134 to the Company's 1996 Form 10-K).
10.33 Gas Suppliers License dated February 21, 1996
(incorporated by reference to Exhibit 10.135 to the
Company's 1996 Form 10-K).
10.34 Acquisition Agreement by and between CalEnergy Company,
Inc. and Kiewit Diversified Group Inc. dated as of September
10, 1997 (incorporated by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated September 11,
1997).
10.35 Agreement and Plan of Merger dated as of August 11, 1998 by
and among CalEnergy Company, Inc., Maverick Reincorporation Sub,
Inc., MidAmerican Energy Holdings Company and MAVH Inc.
(incorporated by reference to the Company's Current Report on
Form 8-K dated August 11, 1998).
*10.36 Indenture and First Supplemental Indenture, dated March 11,
1999, between MidAmerican Funding LLC and IBJ Whitehall Bank &
Trust Company and the First Supplement thereto relating to the
$700 million Senior Notes and Bonds.
*10.37 Settlement Agreement by and between MidAmerican Energy
Company, the Iowa Utilities Board, the Iowa Office of Consumer
Advocate, and others.
10.38 General Mortgage Indenture and Deed of Trust dated as
of January 1, 1993, between Midwest Power Systems Inc. and
Morgan Guaranty Trust Company of New York, Trustee. (Filed
as Exhibit 4(b)-1 to Midwest Resources Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1992,
Commission File No. 1-10654.)
10.39 First Supplemental Indenture dated as of January 1,
1993, between Midwest Power Systems Inc. and Morgan Guaranty
Trust Company of New York, Trustee. (Filed as Exhibit 4(b)-
2 to Midwest Resources' Annual Report on Form 10-K for the
year ended December 31, 1992, Commission File No. 1-10654.)
10.40 Second Supplemental Indenture dated as of January 15,
1993, between Midwest Power Systems Inc. and Morgan Guaranty
Trust Company of New York, Trustee. (Filed as Exhibit 4(b)-
3 to Midwest Resources' Annual Report on Form 10-K for the
year ended December 31, 1992, Commission File No. 1-10654.)
10.41 Third Supplemental Indenture dated as of May 1, 1993,
between Midwest Power Systems Inc. and Morgan Guaranty Trust
Company of New York, Trustee. (Filed as Exhibit 4.4 to
Midwest Resources' Annual Report on Form 10-K for the year
ended December 31, 1993, Commission File No. 1-10654.)
10.42 Fourth Supplemental Indenture dated as of October 1,
1994, between Midwest Power Systems Inc. and Harris Trust
and Savings Bank, Trustee. (Filed as Exhibit 4.5 to Midwest
Resources' Annual Report on Form 10-K for the year ended
December 31, 1994, Commission File No. 1-10654.)
10.43 Fifth Supplemental Indenture dated as of November 1,
1994, between Midwest Power Systems Inc. and Harris Trust
and Savings Bank, Trustee. (Filed as Exhibit 4.6 to Midwest
Resources' Annual Report on Form 10-K for the year ended
December 31, 1994, Commission File No. 1-10654.)
10.44 Indenture of Mortgage and Deed of Trust, dated as of
March 1, 1947. (Filed by Iowa-Illinois Gas and Electric
Company ("Iowa-Illinois") as Exhibit 7B to Commission File
No. 2-6922.)
10.45 Sixth Supplemental Indenture dated as of July 1, 1967.
(Filed by Iowa-Illinois as Exhibit 2.08 to Commission File
No. 2-28806.)
10.46 Twentieth Supplemental Indenture dated as of May 1,
1982. (Filed as Exhibit 4.B.23 to Iowa-Illinois' Quarterly
Report on Form 10-Q for the period ended June 30, 1982,
Commission File No.
1-3573.)
10.47 Resignation and Appointment of successor Individual
Trustee. (Filed by Iowa-Illinois as Exhibit 4.B.30 to
Commission File No. 33-39211.)
10.48 Twenty-Eighth Supplemental Indenture dated as of May
15, 1992. (Filed as Exhibit 4.31.B to Iowa-Illinois'
Current Report on Form 8-K dated May 21, 1992, Commission
File No. 1-3573.)
10.49 Twenty-Ninth Supplemental Indenture dated as of March
15, 1993. (Filed as Exhibit 4.32.A to Iowa-Illinois'
Current Report on Form 8-K dated March 24, 1993, Commission
File No. 1-3573.)
10.50 Thirtieth Supplemental Indenture dated as of October 1,
1993. (Filed as Exhibit 4.34.A to Iowa-Illinois' Current
Report on Form 8-K dated October 7, 1993, Commission File
No. 1-3573.)
10.51 Sixth Supplemental Indenture dated as of July 1, 1995,
between Midwest Power Systems Inc. and Harris Trust and Savings
Bank, Trustee. (Filed as Exhibit 4.15 to MidAmerican Energy
Company's ("MidAmerican Energy") Annual Report on Form 10-K dated
December 31, 1995, Commission File No. 1-11505.)
10.52 Thirty-First Supplemental Indenture dated as of July 1,
1995, between Iowa-Illinois Gas and Electric Company and
Harris Trust and Savings Bank, Trustee. (Filed as Exhibit
4.16 to MidAmerican Energy's Annual Report on Form 10-K
dated December 31, 1995, Commission File No. 1-11505.)
10.53 Power Sales Contract between Iowa Power Inc. and
Nebraska Public Power District, dated September 22, 1967. (Filed
as Exhibit 4-C-2 to Iowa Power Inc.'s (IPR) Registration
Statement, Registration No. 2-27681).
10.54 Amendments Nos. 1 and 2 to Power Sales Contract between
Iowa Power Inc. and Nebraska Public Power District. (Filed as
Exhibit 4-C-2a to IPR's Registration Statement, Registration No.
2-35624.)
10.55 Amendment No. 3 dated August 31, 1970, to the Power
Sales Contract between Iowa Power Inc. and Nebraska Public Power
District, dated September 22, 1967. (Filed as Exhibit 5-C-2-b to
IPR's Registration Statement, Registration No. 2-42191.)
10.56 Amendment No. 4 dated March 28, 1974, to the Power
Sales Contract between Iowa Power Inc. and Nebraska Public Power
District, dated September 22, 1967. (Filed as Exhibit 5-C-2-c to
IPR's Registration Statement, Registration No. 2-51540.)
10.57 Amendment No. 5 dated September 2, 1997, to the Power
Sales Contract between MidAmerican Energy Company and Nebraska
Public Power District, dated September 22, 1967. (Filed as
Exhibit 10.2 to MidAmerican Energy's Quarterly Reports on the
combined Form 10-Q for the quarter ended September 30, 1997,
Commission File Nos. 1-12459 and 1-11505, respectively.)
10.58 MidAmerican Energy Company Severance Plan For Specified
Officers dated November 1, 1996. (Filed as Exhibit 10.1 to
MidAmerican Energy's Annual Reports on the combined Form 10-K for
the year ended December 31, 1996, Commission File Nos. 1-12459
and 1-11505, respectively.)
10.59 MidAmerican Energy Company Deferred Compensation Plan
for Executives. (Filed as Exhibit 10.2 to MidAmerican Energy's
Annual Report on Form 10-K dated December 31, 1995, Commission
File No. 1-11505.)
10.60 MidAmerican Energy Company Supplemental Retirement Plan
for Designated Officers. (Filed as Exhibit 10.3 to
MidAmerican Energy's Annual Report on Form 10-K dated December
31, 1995, Commission File No. 1-11505.)
10.61 MidAmerican Energy Company Key Employee Short-Term
Incentive Plan. (Filed as Exhibit 10.4 to MidAmerican's Annual
Report on Form 10-K dated December 31, 1995, Commission File No.
1-11505.)
10.62 Deferred Compensation Plan for Executives of Midwest
Resources Inc. and Subsidiaries. (Filed as Exhibit 10.1 to
Midwest Resources' Annual Report on Form 10-K for the year ended
December 31, 1990, Commission File No. 1-10654).
10.63 Deferred Compensation Plan for Board of Directors of
Midwest Resources Inc. and Subsidiaries. (Filed as Exhibit 10.2
to Midwest Resources' Annual Report on Form 10-K for the year
ended December 31, 1990, Commission File No. 1-10654).
10.64 Midwest Resources Inc. revised and amended Executive
Deferred Compensation Plan for IOR and Subsidiaries, dated
January 29, 1992. (Filed as Exhibit 10.5 to Midwest Resources'
Annual Report on Form 10-K for the year ended December 31, 1991,
Commission File No. 1-10654.)
10.65 Midwest Resources Inc. revised and amended Board of
Directors Deferred Compensation Plan for IOR and Subsidiaries,
dated January 29, 1992. (Filed as Exhibit 10.6 to Midwest
Resources' Annual Report on Form 10-K for the year ended December
31, 1991, Commission File No. 1-10654.)
10.66 Midwest Resources Inc. Supplemental Retirement Plan
(formerly the Midwest Energy Company Supplemental Retirement
Plan). (Filed as Exhibit 10.10 to Midwest Resources' Annual
Report on Form 10-K for the year ended December 31, 1993,
Commission File No. 1-10654.)
10.67 Revised and amended Executive Deferred Compensation
Plan for IPR and Subsidiaries, dated July 24, 1985. (Filed as
Exhibit 10.22 to IPR's Annual Report on Form 10-K for the year
ended December 31, 1985, Commission File No. 1-7830.)
10.68 Revised and amended Deferred Compensation Plan for
Board of Directors of IPR and Subsidiaries, dated July 24, 1985.
(Filed as Exhibit 10.22 to IPR's Annual Report on Form 10-K for
the year ended December 31, 1985, Commission File No. 1-7830.)
10.69 Revised and amended Executive Deferred Compensation
Plan for IPR and Subsidiaries, dated December 18, 1987. (Filed
as Exhibit 10.15 to IPR's Annual Report on Form 10-K for the year
ended December 31, 1987, Commission File No. 1-7830.)
10.70 Revised and amended Deferred Compensation Plan for
Board of Directors of IPR and Subsidiaries, dated December 18,
1987. (Filed as Exhibit 10.16 to IPR's Annual Report on Form 10-
K for the year ended December 31, 1987, Commission File No. 1-
7830.)
10.71 Amendments to Midwest Resources Executive Deferred
Compensation Plans, dated October 30, 1992. (Filed as Exhibit
10(h) to Midwest Resource's Annual Report on Form 10-K for the
year ended December 31, 1992, Commission File No. 1-10654.)
10.72 Supplemental Retirement Plan for Principal Officers, as
amended as of July 1, 1993. (Filed as Exhibit 10.K.2 to Iowa-
Illinois' Annual Report on Form 10-K for the year ended December
31, 1993, Commission File No. 1-3573.)
10.73 Compensation Deferral Plan for Principal Officers, as
amended as of July 1, 1993. (Filed as Exhibit 10.K.2 to Iowa-
Illinois' Annual Report on Form 10-K for the year ended December
31, 1993, Commission File No. 1-3573.)
10.74 Board of Directors' Compensation Deferral Plan. (Filed
as Exhibit 10.K.4 to Iowa-Illinois' Annual Report on Form 10-K
for the year ended December 31, 1992, Commission File No. 1-
3573.)
10.75 Amendment No. 1 to the Midwest Resources Inc.
Supplemental Retirement Plan. (Filed as Exhibit 10.24 to Midwest
Resources' Annual Report on Form 10-K for the year ended December
31, 1994, Commission File No. 1-10654.)
10.76 Deferred Compensation Plan of Midwest Energy Company
and Subsidiary Corporations. (Filed as Exhibit 10.25 to Midwest
Resources' Annual Report on Form 10-K for the year ended December
31, 1994, Commission File No. 1-10654.)
10.77 MidAmerican Energy Company 1995 Long-Term Incentive
Plan. (Filed as Exhibit 10(a) to MidAmerican Energy Holding
Company's (now known as MHC, Inc.) Registration Statement on Form
S-4, File No. 333-01645.)
10.78 Amendment No. 5 dated September 2, 1997, to the Power
Sales contract between MidAmerican Energy Company and Nebraska
Public Power District, dated September 22, 1967. (Filed as
Exhibit 10.2 to MidAmerican Energy's Quarterly Reports on the
combined Form 10-Q for the quarter ended September 30, 1997,
Commission File Nos. 1-12459 and 1-11505, respectively.)
10.79 Amendment No. 1 dated October 29, 1997, to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan. (Filed
as Exhibit 10.1 to MidAmerican Energy's Quarterly Reports on the
combined Form 10-Q for the quarter ended September 30, 1997,
Commission File Nos. 1-12459 and 1-11505, respectively.)
13.0 The Company's 1998 Annual Report (only the portions thereof
specifically incorporated herein by reference are deemed
filed herewith).
*21.0 Subsidiaries of Registrant.
23.0 Consent of Independent Auditors.
24.0 Power of Attorney.
27.0 Financial Data Schedule.
*Exhibits filed with this Amendment.