AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT, dated as of April 15, 2009 (this “ Amendment ”), amends that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 6, 2006 (the “ Credit Agreement ”), among MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (“ Borrower ”), the banks listed on the signature pages thereto (the “ Banks ”), JPMORGAN CHASE BANK, N.A., as L/C Issuer, UNION BANK, N.A. (formerly known as Union Bank of California, N.A.), as administrative agent for the Banks (in such capacity, the “ Agent ”), THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., ABN AMRO BANK N.V. and BNP PARIBAS, as Co-Documentation Agents. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.

WHEREAS, the parties hereto have agreed to amend the Credit Agreement in certain respects as more fully set forth below;

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1                  AMENDMENTS .  Subject to satisfaction of the condition precedent in Section 3 , the Credit Agreement is amended as follows:

Section 1.1               Addition of Definitions .  APPENDIX A, Defined Terms, is amended by adding the following definitions in proper alphabetical order:

“ Designated Bank ” means a Defaulting Bank or a Downgraded Bank.

“ Defaulting Bank ” means any Bank that (a) has not made available to the Agent such Bank’s ratable portion of a requested borrowing or has not reimbursed an L/C Issuer for such Bank’s pro rata share of the amount of a payment made by such L/C Issuer under an L/C, in each case within three (3) Banking Days after the date due therefor in accordance with Section 2.1 or Section 2.2 , as applicable; (b) has notified the Borrower or the Agent that it does not intend to comply with its obligations under Section 2.1 or Section 2.2 ; or (c) is the subject of a bankruptcy, insolvency or similar proceeding. A Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of an equity interest in such Bank or its parent company by a governmental authority or instrumentality thereof.

“ Downgraded Bank ” means any Bank that (a) has a non-investment grade rating from Moody’s, S&P or another nationally recognized rating agency or (b) is a Subsidiary of a Person that is the subject of a bankruptcy, insolvency or similar proceeding.

Section 1.2              Definition of “Commitment”   The definition of “Commitment” contained in APPENDIX A, Defined Terms, is hereby amended by deleting the phrase “pursuant to Section 2.3(c) ” in its entirety and substituting therefor the new phrase “pursuant to Section 2.3(c) or Section 2.9(c) ”.

Section 1.3              Amendment to Section 2.2 .  Section 2.2(a)(i) is hereby amended by deleting the phrase “or (C) if the Termination Date” in its entirety and substituting therefor the new phrase “(C) any Defaulting Bank shall then exist (unless such Defaulting Bank’s pro rata share (based on the ratio of such Defaulting Bank’s Commitment to the Aggregate Commitments) of the L/C Outstandings has been cash collateralized by the Borrower (pursuant to documentation satisfactory to the L/C Issuers, the Agent and the Borrower)), or (D) if the Termination Date”.

Section 1.4               Amendment to Section 2.3 .  The following subsection (e) is added to Section 2.3:

(e)            Cash Collateralization of L/C Outstandings of Defaulting Banks .  If a Bank at any time becomes a Defaulting Bank and there are L/C Outstandings at such time, then the Borrower shall promptly (and in any event within three (3) Banking Days of request therefor from any L/C Issuer) provide cash collateral to the Agent in an amount equal to the aggregate amount of such Defaulting Bank’s participation in such L/C Outstandings pursuant to documentation satisfactory to the Agent, the L/C Issuers and the Borrower, which cash collateral shall secure such Defaulting Bank’s contingent obligations to the L/C Issuers in respect of such L/C Outstandings.  If the circumstances giving rise to the requirement that the Borrower provide cash collateral pursuant to this Section 2.3(e) cease to exist, then the Agent shall promptly return such cash collateral to Borrower.

Section 1.5              Amendment to Section 2.5 .  Section 2.5(g) is hereby amended by deleting the phrase “and other than payments pursuant to Sections 2.7 and 2.8 ” in its entirety in each place in which it appears and substituting therefor in each instance the new phrase “and other than payments pursuant to Sections 2.7 , 2.8 and 2.9(c) ”.

Section 1.6              Amendment to Section 2.9 .   The following subsection (c) is added to Section 2.9:

(c)           At any time a Bank is a Designated Bank, the Borrower may terminate in full the Commitment of such Designated Bank by giving notice to such Designated Bank and the Agent (which notice shall specify the effective date of such termination); provided , that (i) at the time of such termination, no Event of Default exists; (ii) concurrently with such termination, the Borrower shall prepay all outstanding Loans of such Designated Bank together with accrued interest thereon and accrued fees and any other amounts payable for the account of such Designated Bank hereunder; and (iii) if, on the effective date of such termination, any L/C is outstanding, the conditions specified in Section 3.2(a) would be satisfied (after giving effect to such termination) were each such L/C issued on such date.  Upon satisfaction of the conditions specified in the foregoing clauses (i), (ii) and (iii), the Commitment of such Designated Bank shall terminate on the effective date specified in such notice, its participation in the L/C Outstandings shall terminate on such effective date and the participations of the other Banks in the L/C Outstandings shall be redetermined as of such termination date as if the outstanding L/Cs had been issued and the Unreimbursed Drawings had been paid or disbursed on such termination date.  The termination of the Commitment of a Defaulting Bank pursuant to this Section 2.9(c) shall not be deemed to be a waiver of any right that the Borrower, the Agent, any L/C Issuer or any other Bank may have against such Defaulting Bank.

Section 2                TERMINATION OF LEHMAN BROTHERS BANK, FSB .  Notwithstanding anything in this Amendment to the contrary, the Borrower, the L/C Issuer and the Majority Banks hereby agree that Lehman Brothers B