DISTRIBUTION AGREEMENT

                                                                     EXHIBIT 1.1

                           MIDAMERICAN ENERGY COMPANY

                       MEDIUM-TERM NOTES DUE NOT LESS THAN

                         [__] MONTHS FROM DATE OF ISSUE

                             DISTRIBUTION AGREEMENT

                                                                  [______, 20__]

[NAMES AND ADDRESSES OF AGENTS]

Dear Sirs:

                  MidAmerican Energy Company, an Iowa corporation (the

"Company"), confirms its agreement with [NAMES OF AGENTS] (each, an "Agent" and,

together, the "Agents") with respect to the issue and sale by the Company of its

Medium-Term Notes described herein (the "Notes"). The Notes are to be issued

pursuant to an indenture, dated as of [_____, 20__] as amended (the

"Indenture"), between the Company and [NAME OF TRUSTEE], as trustee (the

"Trustee"). As of the date hereof, the Company has authorized the issuance and

sale of up to $[______] aggregate principal amount of Notes through the Agents

pursuant to the terms of this Agreement, [OF WHICH $_______REMAINS UNSOLD]. It

is understood, however, that the Company from time to time may reduce the

maximum principal amount of Notes which it may issue and sell or authorize the

issuance of additional Notes and that such additional Notes may be sold through

or to the Agents pursuant to the terms of this Agreement, all as though the

issuance of such Notes were authorized as of the date hereof.

                  This Agreement provides both for the sale of Notes by the

Company directly to purchasers, in which case the Agents will act as agents of

the Company in soliciting Note purchases, and (as may from time to time be

agreed to by the Company and the Agents) to the Agents as principal for resale

to purchasers.

                  The Company has filed with the Securities and Exchange

Commission (the "SEC") registration statements on Form S-3 (No. 333-110398) and

(No. 333-_________) for the registration of certain securities, including the

Notes, under the Securities Act of 1933, as amended (the "1933 Act") and the

offering thereof from time to time in accordance with Rule 415 of the rules and

regulations of the SEC under the 1933 Act (the "1933 Act Regulations"). Such

registration statement has been declared effective by the SEC and the Indenture

has been qualified under the Trust Indenture Act of 1939, as amended (the "1939

Act"). Such registration statements (and any further registration statements

which may be filed by the Company for the purpose of registering additional

Notes and in connection with which this Agreement is included or incorporated by

reference as an exhibit) and the prospectus specifically relating to the Notes

constituting a part thereof, and any prospectus supplements specifically

relating to the Notes, including all documents incorporated therein by

reference, as from time to time amended or supplemented by the filing of

documents pursuant to the Securities Exchange Act of 1934, as amended (the "1934

Act") or the 1933 Act or otherwise, are referred to herein as the "Registration

Statement" and the "Prospectus", respectively, except that if any revised

prospectus specifically relating to Notes shall be provided to the Agents by the

Company for use in connection with the offering of Notes which is not required

to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations,

the term "Prospectus" shall refer to such revised prospectus from and after the

time it is first provided to an Agent for such use.

         SECTION 1. Appointment As Agents.

                  (a) Appointment of Agents. Subject to the terms and conditions

stated herein and subject to the reservation by the Company of the right to sell

Notes directly on its own behalf, the Company hereby appoints each Agent as its

agent for the purpose of soliciting purchases of Notes from the Company by

others and agrees that, except as otherwise contemplated herein, whenever the

Company determines to sell Notes directly to an Agent or Agents as principal for

resale to others, it will enter into a Terms Agreement (hereafter defined)

relating to such sale in accordance with the provisions of Section 3(b) hereof.

The Agents are authorized to appoint sub-agents or to engage the services of any

other broker or dealer in connection with the offer or sale of Notes. The

Company agrees that, during the period any Agent is acting as the Company's

Agent hereunder, the Company will not contact or solicit potential investors

introduced to it by such Agent to purchase Notes. The Company may appoint, upon

one day prior written notice to the Agents, additional persons to serve as Agent

hereunder, but only if each such additional person agrees to be bound by all of

the terms of this Agreement as an agent.

                  (b) Reasonable Efforts Solicitations; Right to Reject Offers.

Upon receipt of instructions from the Company, the Agents will use their

reasonable efforts to solicit purchases of such principal amount of Notes as the

Company and the Agents shall agree upon from time to time during the term of

this Agreement, it being understood that the Company shall not approve the

solicitation of purchases of Notes in excess of the amount which shall be

authorized by the Company from time to time or in excess of the principal amount

of Notes registered pursuant to the Registration Statement. The Agents will have

no responsibility for maintaining records with respect to the aggregate

principal amount of Notes sold, or of otherwise monitoring the availability of

Notes for sale under the Registration Statement. The Agents will communicate to

the Company, orally or in writing, each offer to purchase Notes, other than

those offers rejected by an Agent. Each Agent shall have the right, in its

discretion reasonably exercised, to reject any proposed purchase of Notes, as a

whole or in part, and any such rejection shall not be deemed a breach of such

Agent's agreement contained herein. The Company may accept or reject any

proposed purchase of Notes, in whole or in part.

                  (c) Solicitations as Agent; Purchases as Principal. In

soliciting purchases of Notes on behalf of the Company, each Agent shall act

solely as agent for the Company and not as principal. Each Agent shall make

reasonable efforts to assist the Company in obtaining performance by each

purchaser whose offer to purchase Notes has been solicited by such Agent and

accepted by the Company. Such Agent shall not have any liability to the Company

in the event any such purchase is not consummated for any reason. Such Agent

shall not have any obligation to purchase Notes from the Company as principal,

but an Agent may agree from time to time to purchase Notes as principal. Any

such purchase of Notes by an Agent as principal shall be made pursuant to a

Terms Agreement in accordance with Section 3(b) hereof.

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                  (d) Reliance. The Company and each Agent agree that any Notes

the placement of which such Agent arranges shall be placed by such Agent, and

any Notes purchased by such Agent shall be purchased, in reliance on the

representations, warranties, covenants and agreements of the Company contained

herein and on the terms and conditions and in the manner provided herein.

         SECTION 2. Representations and Warranties.

                  (a) The Company represents and warrants to each Agent as of

the date hereof, as of the date of each acceptance by the Company of an offer

for the purchase of Notes (whether through any Agent as agent or to any Agent as

principal), as of the date of each delivery of Notes (whether through such Agent

as agent or to such Agent as principal) (the date of each such delivery to such

Agent as principal being hereafter referred to as a "Settlement Date"), and as

of any time that the Registration Statement or the Prospectus shall be amended

or supplemented (other than by an amendment or supplement providing solely for a

change in the interest rates of the Notes or similar changes) or there is filed

with the SEC any document incorporated by reference into the Prospectus (other

than any Current Report on Form 8-K relating exclusively to the issuance of debt

securities under the Registration Statement, unless the Agents shall otherwise

specify) (each of the times referenced above being referred to herein as a

"Representation Date") as follows:

                           (i) Due Incorporation and Qualification. The Company

         has been duly incorporated and is validly existing as a corporation in

         good standing under the laws of the state of Iowa with corporate power

         and authority to own, lease and operate its properties and to conduct

         its business as described in the Prospectus; and the Company is duly

         qualified as a foreign corporation to transact business and is in good

         standing in each jurisdiction in which such qualification is required,

         whether by reason of the ownership or leasing of property or the

         conduct of business, except where the failure to so qualify and be in

         good standing would not have a material adverse effect on the

         condition, financial or otherwise, or the earnings, business affairs or

         business prospects of the Company.

                           (ii) Public Utility. The Company has the legal right

         to function and operate as an electric public utility company in the

         States of Iowa, Illinois and South Dakota, and as a gas public utility

         company in the States of Iowa, Illinois, South Dakota and Nebraska.

                           (iii) Subsidiaries. The Company has no significant

         subsidiaries, as "significant subsidiary" is defined in Rule 405 of

         Regulation C of the 1933 Act Regulations.

                           (iv) Registration Statement and Prospectus. At the

         time the Registration Statement became effective, the Registration

         Statement complied, and as of the applicable Representation Date will

         comply, in all material respects, with the requirements of the 1933 Act

         and the 1933 Act Regulations and the 1939 Act and the rules and

         regulations of the SEC promulgated thereunder. The Registration

         Statement, at the time it became effective, did not, and at each time

         thereafter at which any amendment 

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         to the Registration Statement becomes effective or any Annual Report on

         Form 10-K is filed by the Company with the SEC and as of each

         Representation Date, will not, contain an untrue statement of a

         material fact or omit to state a material fact required to be stated

         therein or necessary to make the statements therein not misleading. The

         Prospectus, as of the date hereof does not, and as of each

         Representation Date will not, contain an untrue statement of a material

         fact or omit to state a material fact necessary in order to make the

         statements therein, in the light of the circumstances under which they

         were made, not misleading; provided, however, that the representations

         and warranties in this subsection shall not apply to statements in or

         omissions from the Registration Statement or Prospectus made in

         reliance upon and in conformity with information furnished to the

         Company in writing by the Agents expressly for use in the Registration

         Statement or Prospectus, it being understood and agreed that the only

         such information furnished by any Agent consists of the information

         described as such in the applicable Terms Agreement.

                           (v) Incorporated Documents. The documents

         incorporated by reference in the Registration Statement, any

         preliminary prospectus or the Prospectus, at the time they were or

         hereafter are filed with the SEC, complied or when so filed will

         comply, as the case may be, in all material respects with the

         requirements of the 1934 Act and the rules and regulations promulgated

         thereunder ("1934 Act Regulations"), and, when read together with the

         other information in the Prospectus, did not and will at all times

         during the period specified in Section 4(e) hereof not contain an

         untrue statement of a material fact or omit to state a material fact

         required to be stated therein or necessary in order to make the

         statements therein, in the light of the circumstances under which they

         were or are made, not misleading. The Company is in compliance in all

         material respects with all the applicable provisions of the

         Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated

         thereunder.

                           (vi) Accountants. The accountants who issued their

         reports on the financial statements included or incorporated by

         reference in the Registration Statement and the Prospectus are an

         independent registered public accounting firm within the meaning of the

         1933 Act and the 1933 Act Regulations.

                           (vii) Financial Statements. The financial statements

         and any supporting schedules of the Company included or incorporated by

         reference in the Registration Statement and the Prospectus present

         fairly the financial position of the Company as of the dates indicated

         and the results of its operations for the periods specified; and,

         except as stated therein, said financial statements have been prepared

         in conformity with generally accepted accounting principles in the

         United States applied on a consistent basis; and any supporting

         schedules included or incorporated by reference in the Registration

         Statement present fairly the information required to be stated therein.

                           (viii) Authorization and Validity of this Agreement,

         any Applicable Terms Agreement, the Indenture and the Notes. Each of

         this Agreement and any applicable Terms Agreement has been duly

         authorized and, upon execution and delivery by the Agents, will be a

         legal, valid and binding agreement of the Company; the Indenture has

         been duly authorized and constitutes a legal, valid and binding

         obligation 

                                       4

         of the Company enforceable against the Company in accordance with its

         terms; the Notes have been duly and validly authorized for issuance,

         offer and sale pursuant to this Agreement and, when issued,

         authenticated and delivered pursuant to the provisions of this

         Agreement and the Indenture against payment of the consideration

         therefor specified in the Prospectus or pursuant to any Terms

         Agreement, the Notes will constitute legal, valid and binding

         obligations of the Company enforceable against the Company in

         accordance with their terms; except as enforcement of the Indenture and

         the Notes may be limited by bankruptcy, insolvency, fraudulent

         conveyance, reorganization, moratorium and other similar laws relating

         to or affecting the enforcement of creditors' rights generally and

         general equitable principles; the Notes and the Indenture will be

         substantially in the form heretofore delivered to the Agents and

         conform in all material respects to all statements relating thereto

         contained in the Prospectus; and the Notes will be entitled to the

         benefits provided by the Indenture.

                           (ix) Material Changes or Material Transactions. Since

         the respective dates as of which information is given in the

         Registration Statement and the Prospectus, except as may otherwise be

         stated therein or contemplated thereby, (A) there has been no material

         adverse change in the condition, financial or otherwise, or in the

         earnings, business affairs or business prospects of the Company,

         whether or not arising in the ordinary course of business, and (B)

         there have been no material transactions entered into by the Company

         other than those in the ordinary course of business.

                           (x) No Defaults. The Company is not in violation of

         its Restated Articles of Incorporation, as amended, or bylaws, or in

         default in the performance or observance of any material obligation,

         agreement, covenant or condition contained in any contract, indenture,

         mortgage, loan agreement, note, lease or other instrument to which it

         is a party or by which it or its properties may be bound; the execution

         and delivery of this Agreement, the Indenture and any applicable Terms

         Agreement and the consummation of the transactions contemplated herein

         and therein have been duly authorized by all necessary corporate action

         and will not conflict with, constitute a breach of or default under, or

         result in the creation or imposition of any lien, charge or encumbrance

         upon any material property or assets of the Company or any of its

         subsidiaries pursuant to, any contract, indenture, mortgage, loan

         agreement, note, lease or other instrument to which the Company or any

         of its subsidiaries is a party or by which the Company or any of its

         subsidiaries may be bound or to which any of the material property or

         assets of the Company or any such subsidiary is subject, nor will such

         action result in any violation of the Restated Articles of

         Incorporation, as amended, or bylaws of the Company or any law,

         administrative regulation or administrative or court order or decree.

                           (xi) Regulatory Approvals. The Company has made all

         necessary filings and obtained all necessary consents, orders or

         approvals from the Federal Energy Regulatory Commission ("FERC") and

         the Illinois Commerce Commission ("ICC") in connection with the

         issuance and sale of the Notes and the application of the proceeds

         thereof, and no consent, approval, authorization, order or decree of

         any other court or governmental agency or body is required for the

         consummation by the Company of the transactions contemplated by this

         Agreement, except such as may be required under state securities ("Blue

         Sky") laws.

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                           (xii) Legal Proceedings; Contracts. Except as may be

         set forth in the Registration Statement, there is no action, suit or

         proceeding before or by any court or governmental agency or body,

         domestic or foreign, now pending, or, to the knowledge of the Company,

         threatened against or affecting, the Company which would be reasonably

         likely to result in any material adverse change in the condition,

         financial or otherwise, or in the earnings, business affairs or

         business prospects of the Company, or would be reasonably likely to

         materially and adversely affect its properties or assets or would be

         reasonably likely to materially and adversely affect the consummation

         of this Agreement, the Indenture or any applicable Terms Agreement; and

         there are no contracts or documents of the Company which are required

         to be filed as exhibits to the Registration Statement by the 1933 Act

         or by the 1933 Act Regulations which have not been so filed.

                  (b) Additional Certifications. Any certificate signed by any

director or officer of the Company and delivered to the Agents or to counsel for

the Agents in connection with an offering of Notes or the sale of Notes to the

Agents as principal shall be deemed a representation and warranty by the Company

to the Agents as to the matters covered thereby on the date of such certificate

and at each Representation Date subsequent thereto.

         SECTION 3. Solicitations as Agents; Purchases as Principal.

                  (a) Solicitations as Agents. On the basis of the

representations and warranties herein contained, but subject to the terms and

conditions herein set forth, each Agent agrees, as the agent of the Company, to

use its reasonable efforts to solicit offers to purchase the Notes upon the

terms and conditions set forth herein and in the Prospectus.

                  The Company reserves the right, in its sole discretion, to

suspend solicitation of purchases of Notes through any Agent, as agent,

commencing at any time for any period of time or permanently. Upon receipt of

instructions from the Company, such Agent will forthwith suspend solicitation of

purchases from the Company until such time as the Company has advised such Agent

that such solicitation may be resumed.

                  The Company agrees to pay each Agent a commission, in the form

of a discount, equal to a percentage of the principal amount of each Note sold

by the Company as a result of a solicitation made by such Agent, such percentage

to be as agreed upon by the Company and the Agents. The Agents may allow any

portion of the commission payable pursuant hereto to dealers or purchasers in

connection with the offer and sale of any Notes.

                  The purchase price, interest rate, maturity date and other

terms of the Notes shall be agreed upon by the Company and the Agents and set

forth in a pricing supplement to the Prospectus to be prepared following each

acceptance by the Company of an offer for the purchase of Notes. Except as may

be otherwise provided in such supplement to the Prospectus, the Notes will be

issued in denominations of $[____] or any larger amount that is an integral

multiple of $[_____]. All Notes sold through any Agent as agent will be sold at

[__]% of their principal amount unless otherwise agreed to by the Company and

such Agent.

                  (b) Purchases as Principal. Each sale of Notes to an Agent as

principal shall be made in accordance with the terms contained herein and

(unless the Company and such Agent 

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shall otherwise agree) pursuant to a separate agreement which will provide for

the sale of such Notes to, and the purchase and reoffering thereof by, such

Agent. Each such separate agreement (which may be an oral agreement) between

such Agent and the Company is herein referred to as a "Terms Agreement". Unless

the context otherwise requires, each reference contained herein to "this

Agreement" shall be deemed to include any applicable Terms Agreement between the

Company and such Agent. Each such Terms Agreement, whether oral or in writing,

shall be with respect to such information (as applicable) as is specified in the

form of Terms Agreement attached as Exhibit A hereto. Such Agent's commitment to

purchase Notes as principal pursuant to any Terms Agreement or otherwise shall

be deemed to have been made on the basis of the representations and warranties

of the Company herein contained and shall be subject to the terms and conditions

herein set forth. Each Terms Agreement shall specify the principal amount of

Notes to be purchased by such Agent pursuant thereto, the price to be paid to

the Company for such Notes (which, if not so specified in a Terms Agreement,

shall be at a discount equivalent to the applicable commission as agreed upon by

the Company and the Agents), the time and place of delivery of and payment for

such Notes, any provisions relating to rights of, and default by, purchasers

acting together with such Agent in the reoffering of the Notes, and such other

provisions (including further terms of the Notes) as may be mutually agreed

upon. Such Agent may utilize a selling or dealer group in connection with the

resale of the Notes purchased. Such Terms Agreement shall also specify the

requirements for the opinions of counsel, officers' certificate and comfort

letter pursuant to Sections 5(c), 5(d), 5(e) and 5(f) hereof.

                  (c) Administrative Procedures. Administrative procedures with

respect to the sale of Notes shall be agreed upon from time to time by the

Agents and the Company (the "Procedures"). The Agents and the Company agree to

perform the respective duties and obligations specifically provided to be

performed by them in the Procedures.

         SECTION 4. Covenants of the Company.

                  The Company covenants with the Agents as follows:

                  (a) Rule 424(b) Filing. Promptly following execution of this

Agreement, to cause the Prospectus, including as part thereof a prospectus

supplement relating to the Notes, to be filed with, or mailed for filing to, the

SEC pursuant to Rule 424(b)(2) and (3) under the 1933 Act and the Company will

promptly advise the Agents when such filing or mailing has been made. Prior to

such filing or mailing, the Company will cooperate with the Agents in the

preparation of such supplement to the Prospectus to assure that the Agents have

no reasonable objection to the form or content thereof when filed or mailed.

                  (b) FERC or ICC Action. To advise the Agents promptly of any

additional action by the FERC or ICC pertaining to the Notes.

                  (c) Copies of 1933 Act Documents. To furnish promptly to the

Agents and to counsel for the Agents one signed copy of the Registration

Statement as originally filed and each amendment thereto filed prior to the date

hereof and relating to the Notes, and a copy of the Prospectus filed with the

SEC, including all documents incorporated therein by reference and all consents

and exhibits filed therewith.

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                  (d) Conformed Copies. To deliver promptly to the Agents such

reasonable number of the following documents as the Agents may request: (i)

conformed copies of the Registration Statement (excluding exhibits other than

the computation of the ratio of earnings to fixed charges, the Indenture, and

this Agreement), (ii) the Prospectus and (iii) any documents incorporated by

reference in the Prospectus.

                  (e) Revisions of Prospectus -- Material Changes. Except as

otherwise provided in subsection (q) of this Section, if at any time during the

term of this Agreement any event shall occur or condition exist as a result of

which it is necessary, in the reasonable opinion of counsel for the Agents or

counsel for the Company, to further amend or supplement the Prospectus in order

that the Prospectus will not include an untrue statement of a material fact or

omit to state any material fact necessary in order to make the statements

therein not misleading in the light of the circumstances existing at the time

the Prospectus is delivered to a Note purchaser, or if it shall be necessary, in

the reasonable opinion of either such counsel, to amend or supplement the

Registration Statement or the Prospectus in order to comply with the

requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall

be given, and confirmed in writing, to the Agents to cease the solicitation of

offers to purchase the Notes in each Agent's capacity as agent and to cease

sales of any Notes any Agent may then own as principal pursuant to a Terms

Agreement, and the Company will promptly prepare and file with the SEC such

amendment or supplement, whether by filing documents pursuant to the 1934 Act,

the 1933 Act or otherwise, as may be necessary to correct such untrue statement

or omission or to make the Registration Statement and Prospectus comply with

such requirements.

                  (f) Agents' Review. Prior to filing with the SEC during the

term of this Agreement, (i) any amendment to the Registration Statement, (ii)

the Prospectus or any supplement thereto or (iii) any document incorporated by

reference in any of the foregoing or any amendment or supplement to such

incorporated document, to furnish a copy thereof to the Agents and to counsel

for the Agents, and the Company will not file any amendment to the Registration

Statement or supplement to the Prospectus unless the Company has furnished to

the Agents a copy of such document for review prior to filing and will not file

any such proposed amendment or supplement to which the Agents reasonably object.

                  (g) Notices to Agents. To advise the Agents promptly during

the term of this Agreement, (i) when any post-effective amendment to the

Registration Statement becomes effective, (ii) of any request or proposed

request by the SEC for an amendment or supplement to the Registration Statement,

to the Prospectus, to any document incorporated by reference in any of the

foregoing or for any additional information, (iii) of the issuance by the SEC of

any stop order suspending the effectiveness of the Registration Statement or any

order directed to the Prospectus or any document incorporated therein by

reference or the initiation or threat of any stop order proceeding or of any

challenge by the SEC to the accuracy or adequacy of any document incorporated by

reference in the Prospectus, (iv) of receipt by the Company of any notification

with respect to the suspension of the qualification of the Notes for sale in any

jurisdiction or the initiation or threat of any proceeding for that purpose and

(v) of the happening of any event which makes untrue any statement of a material

fact made in the Registration Statement (insofar as the Registration Statement

relates to or covers the Notes) or the Prospectus or which requires the making

of a change in the Registration Statement or the Prospectus in order to make any

material statement therein not misleading.

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                  (h) Preparation of Pricing Supplements. The Company will

prepare, with respect to any Notes to be sold through or to any of the Agents

pursuant to this Agreement, a pricing supplement with respect to such Notes in a

form previously approved by the Agents and will file such pricing supplement

pursuant to Rule 424(b)(3) under the 1933 Act not later than the close of

business of the SEC on the fifth business day after the date on which such

pricing supplement is first used.

                  (i) Prospectus Revisions -- Periodic Financial Information.

Except as otherwise provided in subsection (q) of this Section, on or prior to

the date on which there shall be released to the general public interim

financial statement information related to the Company with respect to each of

the first three quarters of any fiscal year or preliminary financial statement

information with respect to any fiscal year, the Company shall furnish such

information to the Agents, confirmed in writing, and shall cause the Prospectus

to be amended or supplemented to include or incorporate by reference financial

information with respect thereto and corresponding information for the

comparable period of the preceding fiscal year, as well as such other

information and explanations as shall be necessary for an understanding thereof

or as shall be required by the 1933 Act or the 1933 Act Regulations.

                  (j) Prospectus Revisions -- Audited Financial Information.

Except as otherwise provided in subsection (q) of this Section, on or prior to

the date on which there shall be released to the general public financial

information included in or derived from the audited financial statements of the

Company for the preceding fiscal year, the Company shall cause the Registration

Statement and the Prospectus to be amended, whether by the filing of documents

pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate

by reference such audited financial statements and the report or reports, and

consent or consents to such inclusion or incorporation by reference, of the

independent registered public accounting firm with respect thereto, as well as

such other information and explanations as shall be necessary for an

understanding of such financial statements or as shall be required by the 1933

Act or the 1933 Act Regulations.

                  (k) Stop Order. If, during the term of this Agreement, the SEC

shall issue a stop order suspending the effectiveness of the Registration

Statement, to make every reasonable effort to obtain the lifting of that order

at the earliest possible time.

                  (l) Earnings Statement. As soon as practicable, to make

generally available to its security holders and to deliver to the Agents an

earnings statement, conforming with the requirements of Section 11(a) of the

1933 Act and Rule 158 of the 1933 Act Regulations, covering a period of at least

twelve months beginning after the effective date of the Registration Statement

as defined in Rule 158(c) of the 1933 Act Regulations.

                  (m) Shareholder and Other Reports. During the period of five

years hereafter, or such lesser period as any of the Notes shall be outstanding,

to furnish to the Agents, (i) as soon as available, a copy of each report of the

Company mailed to its shareholders or report filed by the Company with the SEC

and (ii) from time to time such other information concerning the Company as the

Agents may reasonably request.

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                  (n) Blue Sky Qualifications. The Company will endeavor, in

cooperation with the Agents, to qualify the Notes for offering and sale under

the applicable securities laws of such states and other jurisdictions of the

United States as the Agents may designate, and will maintain such qualifications

in effect for as long as may be required for the distribution of the Notes;

provided, however, that the Company shall not be obligated to file any general

consent to service of process or to qualify as a foreign corporation in any

jurisdiction in which it is not so qualified. The Company will file such

statements and reports as may be required by the laws of each jurisdiction in

which the Notes have been qualified as above provided. The Company will promptly

advise the Agents of the receipt by the Company of any notification with respect

to the suspension of the qualification of the Notes for sale in any such state

or jurisdiction or the initiating or threatening of any proceeding for such

purpose.

                  (o) 1934 Act Filings. The Company, during the period when the

Prospectus is required to be delivered under the 1933 Act, will file promptly

all documents required to be filed with the SEC pursuant to Section 13(a),

13(c), 14 or 15(d) of the 1934 Act.

                  (p) Stand-Off Agreement. If required pursuant to the terms of

a Terms Agreement, between the date of any Terms Agreement and the Settlement

Date with respect to such Terms Agreement, the Company will not, without the

prior consent of the Agents, offer or sell, or enter into any agreement to sell,

any debt securities of the Company (other than the Notes that are to be sold

pursuant to such Terms Agreement and commercial paper in the ordinary course of

business).

                  (q) Suspension of Certain Obligations. The Company shall not

be required to comply with the provisions of subsections (e), (i) or (j) of this

Section during any period from the time (i) the Agents shall have suspended

solicitation of purchases of the Notes in their capacity as agents pursuant to a

request from the Company and (ii) the Agents shall not then hold any Notes as

principal purchased pursuant to a Terms Agreement, to the time the Company shall

determine that solicitation of purchases of the Notes should be resumed or shall

subsequently enter into a new Terms Agreement with an Agent.

                  (r) Condition to Agency Transactions. Any person who has

agreed to purchase Notes as the result of an offer to purchase solicited by an

Agent shall have the right to refuse to purchase and pay for such Notes if, on

the related settlement date fixed pursuant to the Procedures, (i) there shall

have occurred, subsequent to the date on which such person agreed to purchase

the Notes (the "Trade Date") or subsequent to the respective dates as of which

information is given in the Registration Statement, (A) any material adverse

change in the condition, financial or otherwise, or in the earnings, business

affairs or business prospects of the Company, whether or not arising in the

ordinary course of business, (B) any attack on, or outbreak or escalation of

hostilities or act of terrorism involving, the United States, any declaration of

war by Congress or any other national or international calamity or emergency, if

in the reasonable judgment of such person the effect of any such attack,

outbreak, escalation, act of terrorism, declaration of war, calamity or

emergency makes it impracticable or inadvisable to purchase the Notes, (C) any

material suspension or material limitation of trading in securities generally on

the New York Stock Exchange, or any setting of minimum prices for trading on

such exchange, or any suspension of trading of any securities of the Company on

any exchange or in the over-the-counter market, or (D) any banking moratorium

declared by U.S. Federal or

                                       10

New York authorities; or (ii) the rating assigned by any nationally recognized

securities rating agency to any debt securities of the Company as of the Trade

Date shall have been lowered since that date or if any such rating agency shall

have publicly announced that it has under surveillance or review, with possible

negative implications, its rating of any debt securities of the Company.

                  (s) Costs. To pay all costs incident to the authorization,

issuance, sale and delivery of the Notes; the costs incident to the preparation,

printing and filing under the 1933 Act of the Registration Statement and the

Prospectus and any amendments, supplements and exhibits thereto; the costs

incident to the preparation, printing and filing of the documents and any

amendments and exhibits thereto required to be filed by the Company under the

1934 Act; the costs of distributing the Registration Statement as originally

filed and each amendment and post-effective amendment thereto (including

exhibits), any preliminary prospectus, the Prospectus and any documents

incorporated by reference in any of the foregoing documents; the costs of

printing this Agreement, the Indenture and any Terms Agreement; the costs of any

filings with the National Association of Securities Dealers, Inc.; fees paid to

rating agencies in connection with the rating of the Notes; the fees and

expenses of qualifying the Notes under the securities laws of the several

jurisdictions as provided in subsection (n) of this Section and of preparing and

printing a Blue Sky Memorandum (including fees of counsel to the Agents not to

exceed $[_____] in the aggregate); the reasonable fees and expenses of counsel

for the Agents; and all other costs and expenses incident to the performance of

the Company's obligations under this Agreement (including fees and expenses of

the Company's counsel); provided that, except as provided in this Section 4(s),

the Agents shall pay their own costs and expenses, any transfer taxes on the

Notes which they may sell and the expenses of advertising any offering of the

Notes made by the Agents.

         SECTION 5. Conditions of Obligations.

                  The obligations of each Agent to solicit offers to purchase

Notes as agent of the Company, the obligations of any purchasers of Notes sold

through such Agent as agent, and any obligation of such Agent to purchase Notes

pursuant to a Terms Agreement or otherwise will be subject to the accuracy of

the representations and warranties on the part of the Company herein and to the

accuracy of the statements of the Company's officers made in any certificate

furnished pursuant to the provisions hereof, to the performance and observance

by the Company of all of its covenants and agreements herein contained and to

each of the following additional terms and conditions applicable to the Notes:

                  (a) No Stop Order. At or before the date hereof, no stop order

suspending the effectiveness of the Registration Statement nor any order

directed to any document incorporated by reference in the Prospectus shall have

been issued and prior to that time no stop order proceeding shall have been

initiated or threatened by the SEC and no challenge shall have been made by the

SEC to the accuracy or adequacy of any document incorporated by reference in the

Prospectus; any request of the SEC for inclusion of additional information in

the Registration Statement or the Prospectus or otherwise shall have been

complied with and there shall be no material adverse change in the financial

condition of the Company. 

                  (b) Legal Matters. All corporate proceedings and other legal

matters incident to the authorization, form and validity of this Agreement, the

Indenture, any Terms Agreement,

                                       11

the Notes, the form of the Registration Statement, the Prospectus (other than

financial statements and other financial data) and all other legal matters

relating to this Agreement and the transactions contemplated hereby shall be

satisfactory in all respects to [________________], counsel for the Agents, and

the Company shall have furnished to such counsel all documents and information

that they may reasonably request to enable them to pass upon such matters.

                  (c) Opinion of Company Counsel. [_____________], Esq., counsel

to the Company, shall have furnished to the Agents a letter addressed to the

Agents and dated the date hereof stating his opinion to the effect that:

                           (i) the Company is a validly organized and existing

         corporation in good standing under the laws of the State of Iowa; and

         the Company is an indirect subsidiary of MidAmerican Energy Holdings

         Company, an Iowa corporation;

                           (ii) this Agreement and each Terms Agreement, if any,

         has been duly authorized, executed and delivered by the Company and is

         a valid and binding agreement of the Company in accordance with its

         terms, except as rights to indemnity hereunder may be limited by

         applicable law and except as enforcement hereof may be limited by

         bankruptcy, insolvency, fraudulent conveyance, reorganization,

         moratorium or other similar laws relating to or affecting enforcement

         of creditors' rights generally and general principles of equity;

                           (iii) the Indenture is in due and proper form, has

         been duly and validly authorized by the necessary corporate action, has

         been duly and validly executed and delivered and is a valid instrument

         legally binding on the Company, except as enforcement thereof may be

         limited by bankruptcy, insolvency, fraudulent conveyance,

         reorganization, moratorium or other similar laws relating to or

         affecting enforcement of creditors' rights generally or by general

         equitable principles;

                           (iv) the Notes are in due and proper form; the issue

         and sale of the Notes by the Company in accordance with the terms of

         this Agreement have been duly and validly authorized by the necessary

         corporate action; the Notes, when duly executed (which execution may