MIDAMERICAN ENERGY HOLDINGS COMPANY
THIS INDEMNITY AGREEMENT, effective as of December 1, 1996, between MidAmerican Energy
Holdings Company, an Iowa corporation ("Corporation"), and ("Indemnitee").
WHEREAS, Indemnitee either is, or will become, a member of the board of directors of the Corporation
("Board of Directors") or an officer of the Corporation, or both, and in such capacity or capacities (as hereinafter
defined), is performing or will perform valuable services for or on behalf of the Corporation;
WHEREAS, Indemnitee is willing to perform or to continue to perform such services and to perform additional
services for or on behalf of the Corporation on the condition that Indemnitee is indemnified as provided in this
WHEREAS, it is intended that Indemnitee shall be paid promptly by the Corporation all amounts necessary to
effectuate in full the indemnity provided herein; and
WHEREAS, all capitalized terms used in this Agreement have the respective meanings set forth in Section 15.
NOW THEREFORE, in consideration of the premises and the covenants in this Agreement, and of Indemnitee
agreeing to perform and performing services for or on behalf of the Corporation as a member of its Board of
Directors or one of its officers, and intending to be legally bound hereby, the Corporation and Indemnitee agree
1. SERVICES BY INDEMNITEE.
Indemnitee agrees to serve as a director or as an officer of the Corporation, or both, so long as Indemnitee is
duly appointed or elected and qualified in accordance with the applicable provisions of the Restated Articles of
Incorporation, as amended ("Articles of Incorporation"), and Bylaws, as amended ("Bylaws"), of the
Corporation, and until such time as Indemnitee resigns or otherwise ceases to be such director or officer.
Indemnitee may from time to time also perform other services at the request or for the convenience of, or
otherwise benefiting, the Corporation. Indemnitee may a