<PAGE>
As Filed with the Securities and Exchange Commission on July 3, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
MIDAMERICAN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Iowa 42-1425214
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
666 Grand Avenue, P.O. Box 9244
Des Moines, Iowa 50306-9244
(515) 242-4300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MidAmerican Energy Company Employee Stock Purchase Plan
(Full title of the Plan)
Paul J. Leighton
666 Grand Avenue, P. O. Box 9244
Des Moines, Iowa 50306-9244
(515) 242-4300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock,
no par value . . . . 1,000,000 $13.96 $13,960,000 $4,814
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the MidAmerican Energy Company Employee
Stock Purchase Plan.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933 based upon
the market value of the shares of Midwest Resources common stock and Iowa-
Illinois common stock converted in the merger ("Merger") of Midwest
Resources Inc. ("Midwest Resources") and Iowa-Illinois Gas and Electric
Company ("Iowa-Illinois") with and into the Registrant on July 1, 1995.
The offering price per share of common stock, no par value, of the
Registrant has been calculated as follows: by dividing (A) the sum of (i)
$14.00, the average of the reported high and low sales prices of a share of
Midwest Resources common stock on the New York Stock Exchange, Inc.
("NYSE") Composite Tape on June 26, 1995, multiplied by 57,695,860 (the
maximum number of shares of Midwest Resources common stock which may be
converted in the Merger) plus (ii) $20.4375, the average of the reported
high and low sale prices of a share of Iowa-Illinois common stock on the
NYSE Composite Tape on June 26, 1995, multiplied by 31,352,612 (the maximum
number of shares of Iowa-Illinois common stock which may be converted in
the Merger), by (B) 103,784,200 (the number of shares of common stock of
the Registrant issuable upon conversion, at the applicable exchange ratios
pursuant to the Merger).
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, ("Exchange Act"), are hereby
incorporated by reference herein and shall be deemed a part hereof:
1. The Company's prospectus dated November 3, 1994, filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended.
2. The description of the Company's common stock, no par value
("Common Stock"), which is contained in the Registration Statement on Form
8-B filed with the Commission on June 23, 1995 under the Exchange Act,
including any subsequent amendment or any report filed for the purpose of
updating such description.
3 The Company's Current Report on Form 8-K dated July 3, 1995 (File
No. 1-11505).
All documents, filed by or on behalf of the Company, Midwest
Resources, Midwest Power Systems Inc. and Iowa-Illinois with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all
documents filed by the MidAmerican Energy Company Employee Stock Purchase Plan
("Plan") pursuant to Section 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and made a
part hereof from their respective dates of filing (such documents and the
documents enumerated above being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by or on behalf of the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act in each year during which the offering
made by this Registration Statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such year shall
not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 490.850 through 490.857 of the Iowa Business Corporation Act
("IBCA") permit corporations organized thereunder to indemnify directors,
officers and employees against liability under certain circumstances. Each of
the Restated Articles of Incorporation, as amended, and the Restated Bylaws of
the Company provide for indemnification of directors, officers and employees to
the full extent provided by the IBCA. Each of the Restated Articles of
Incorporation, as amended, and the Restated Bylaws state that the
indemnification provided therein shall not be deemed exclusive. The Company may
purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the IBCA. Pursuant to
Section 490.857 of the IBCA, the Restated Articles of Incorporation, as amended,
and the Restated Bylaws, the Company maintains directors' and officers'
liability insurance coverage. The Company has also entered into indemnification
agreements with certain directors and officers, and expects to enter into
similar agreements with future directors and officers, to further assure such
persons indemnification as permitted by Iowa law.
As permitted by Section 490.832 of the IBCA, the Restated Articles of
Incorporation of the Company, as amended, provide that no director shall be
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) under Section 490.833 of the IBCA
(relating to certain unlawful distributions to shareholders).
ITEM 7. EXEMPTION FROM REGISTRATION
Not applicable
II-2
<PAGE>
ITEM 8. EXHIBITS
4(1) Restated Articles of Incorporation of the Company, as
amended (filed as Exhibit 3 to the Company's
Registration Statement on Form 8-B, File No. 1-11505)*
4(2) Restated Bylaws of the Company (filed as Exhibit 4 to
the Company's Registration Statement on Form 8-B, File
No. 1-11505 )*
4(3) MidAmerican Energy Company Employee Stock Purchase Plan
5 Opinion of John A. Rasmussen, Jr., Esq.
23(1) Consent of Arthur Andersen LLP
23(2) Consent of Deloitte & Touche LLP
23(3) Consent of John A. Rasmussen, Jr. (included in
Exhibit 5)
24 Powers of Attorney
________________________
* Incorporated herein by reference, as indicated.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; Provided, however, that the
registrant need not file a post-effective amendment to include the information
required to be included by subsection (i) or (ii) if such information is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, which are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act
II-3
<PAGE>
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and
each filing of the Plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) as asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Des Moines, and State of Iowa as of this 3rd day of
July, 1995.
MIDAMERICAN ENERGY COMPANY
By Russell E. Christiansen*
--------------------------------------
Russell E. Christiansen
Chairman and Chairman, Office of the
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated as of this 3rd day of July, 1995.
Signature Title
--------- -----
Russell E. Christiansen* Chairman of the Board, Chairman, Office of
- ------------------------------ the Chief Executive Officer, and Director
Russell E. Christiansen (Principal Executive Officer)
Stanley J. Bright* President and President, Office of the Chief
- ------------------------------ Executive Officer, and Director (Principal
Stanley J. Bright Executive Officer)
Lance E. Cooper* Group Vice President, Finance and Accounting
- ------------------------------ (Principal Financial Officer and Principal
Lance E. Cooper Accounting Officer)
John W. Aalfs* Director
- ------------------------------
John W. Aalfs
Betty T. Asher* Director
- ------------------------------
Betty T. Asher
II-5
<PAGE>
Robert A. Burnett* Director
- ------------------------------
Robert A. Burnett
Ross D. Christensen* Director
- ------------------------------
Ross D. Christensen
John W. Colloton* Director
- ------------------------------
John W. Colloton
Frank S. Cottrell* Director
- ------------------------------
Frank S. Cottrell
Jack W. Eugster* Director
- ------------------------------
Jack W. Eugster
William C. Fletcher* Director
- ------------------------------
William C. Fletcher
Mel Foster, Jr.* Director
- ------------------------------
Mel Foster, Jr.
Nolden Gentry* Director
- ------------------------------
Nolden Gentry
James M. Hoak, Jr.* Director
- ------------------------------
James M. Hoak, Jr.
Richard L. Lawson* Director
- ------------------------------
Richard L. Lawson
Robert L. Peterson* Director
- ------------------------------
Robert L. Peterson
Richard A. Schneider* Director
- ------------------------------
Richard A. Schneider
II-6
<PAGE>
Nancy L. Seifert* Director
- ------------------------------
Nancy L. Seifert
W. Scott Tinsman* Director
- ------------------------------
W. Scott Tinsman
Leonard L. Woodruff* Director
- ------------------------------
Leonard L. Woodruff
*By /s/ Paul J. Leighton
--------------------------------
Paul J. Leighton
Attorney-in-fact
II-7
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
MidAmerican Energy Company Employee Stock Purchase Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Des Moines, State of Iowa, as of July 3, 1995.
MIDAMERICAN ENERGY COMPANY
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ J. Sue Rozema
-----------------------------
Name: J. Sue Rozema
Title: Vice President,
Investor Relations
II-8
<PAGE>
EXHIBIT LIST
Exhibit
No Description
- ------- -----------
4(1) Restated Articles of Incorporation of the Company, as amended
(filed as Exhibit 3 to the Company's Registration Statement on
Form 8-B, File No. 1-11505)*
4(2) Restated Bylaws of the Company (filed as Exhibit 4 to the
Company's Registration Statement on Form 8-B, File No. 1-11505 )*
4(3) MidAmerican Energy Company Employee Stock Purchase Plan
5 Opinion of John A. Rasmussen, Jr., Esq.
23(1) Consent of Arthur Andersen LLP
23(2) Consent of Deloitte & Touche LLP
23(3) Consent of John A. Rasmussen, Jr. (included in Exhibit 5)
24 Powers of Attorney
________________________
* Incorporated herein by reference, as indicated.
<PAGE>
MIDAMERICAN ENERGY COMPANY
Employee Stock Purchase Plan
1. PURPOSE. The purpose of this MidAmerican Energy Company Employee
Stock Purchase Plan ("Plan") is to provide employees of MidAmerican Energy
Company ("Company") and each corporation which is a subsidiary corporation
("Subsidiary Company") for purposes of section 425(f) of the Internal Revenue
Code of 1986, as amended ("Code"), of which the Company is the common parent,
with added incentive to continue in the employ of such companies and to
encourage increased efforts to promote the best interests of such companies by
permitting eligible employees to purchase shares of the common stock of the
Company ("Common Stock") through payroll deductions at prices less than the then
current market prices. The Plan is intended to qualify as an employee stock
purchase plan under section 423 of the Code. The Company and its Subsidiary
Companies are sometimes hereinafter called collectively the "Participating
Companies."
2. ELIGIBILITY. Participation in the Plan shall be open to all active
employees of the Participating Companies except (a) employees who have not been
continuously employed by Participating Companies for at least 12 months; (b)
employees whose customary employment by Participating Companies is 20 hours or
less per week; and (c) employees whose customary employment by Participating
Companies is for not more than five months in any calendar year. No right to
purchase Common Stock shall accrue under the Plan in favor of any person who is
not an eligible employee, and no
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<PAGE>
eligible employee shall acquire such right to purchase Common Stock (i) if,
immediately after receiving such right, such employee would own 5% or more of
the total combined voting power or value of all classes of stock of the Company
or of any Subsidiary Company, taking into account in determining stock
ownership, any stock attributable to such employee under section 424(d) of the
Code and any stock the employee may purchase under outstanding options, or (ii)
which would permit such employee's rights to purchase stock under all employee
stock purchase plans (within the meaning of section 423 of the Code) from time
to time in effect of any Participating Company (or any predecessor thereto) to
accrue at a rate which exceeds $25,000 of fair market value of such stock for
any calendar year, all determined in accordance with section 423(b) (8) of the
Code.
3. EFFECTIVE DATE OF PLAN; MONTHLY INVESTMENT PERIODS. The Plan shall
become effective on such date as may be specified by the Board of Directors
("Board") of the Company, PROVIDED that the Plan shall cease to be effective
unless within 12 months of the date of its adoption by the Board it has been
approved by the shareholders of the Company.
The first monthly investment period under the Plan shall commence on the
first day of such calendar month as shall be determined by the Board and shall
end on the last business day thereof. So long as the Plan remains in effect, a
new investment period shall commence on the first day of each calendar month and
end on the last business day thereof.
2
<PAGE>
4. BASIS OF PARTICIPATION. Each eligible employee shall be entitled to
enroll in the Plan as of the first day of any monthly investment period. To
enroll in the Plan, an eligible employee shall execute and deliver to the
employee's Participating Company, on such date (as determined from time to time
by the Company) prior to the first day of the first monthly investment period
for such employee, a Stock payroll deduction authorization/change form
("Authorization") which shall become effective on the first day of such first
monthly investment period. Each Authorization shall direct that payroll
deductions be made by the Participating Company which employs such employee for
each payroll period beginning while such employee is a participant in the Plan.
An Authorization shall become effective no later than 30 days after its receipt.
The amount of each payroll deduction specified in the Authorization of a
participant for each such payroll period shall be a whole dollar amount, not
less than $10 per month, and the aggregate annual amount of such payroll
deductions (together with any such deductions under any other stock purchase
plan subject to section 423 of the Code maintained by any Participating Company
or any predecessor thereto) shall not exceed the lesser of 15% of such
employee's base pay or $21,250. For purposes of the Plan, "base pay" shall mean
(i) in the case of an employee compensated primarily on a salaried basis, such
employee's straight monthly salary, excluding any overtime or bonus
compensation, multiplied by 12, and (ii) in the case of an employee compensated
primarily on an hourly basis, such employee's regular hourly rate of pay
multiplied by such employee's weekly base hours multiplied by 52, and in both
cases, determined as of January 15 of each calendar year for which the
authorization is effective. Payroll deductions shall be made for each
participant until such participant terminates participation in the Plan, such
Authorization
3
<PAGE>
is revised or the Plan terminates, all as hereinafter provided.
A participant may change the amount of payroll deductions at any time, but
not more often than twice during any calendar year, PROVIDED, HOWEVER, that a
participant who has made two such changes during a calendar year may
nevertheless reduce such payroll deductions to zero. Any such change shall
become effective as of the first day of the first payroll period beginning at
least 10 days after such participant delivers a revised Authorization to the
Participating Company which employs such participant. A participant also may
elect to terminate participation in the Plan as provided in Section 7 below. No
other changes shall be permitted. All permitted changes must be effected by a
participant's filing a new Authorization with the Participating Company which
employs such participant at such time before the desired effective date of the
change as the Company shall, from time to time, determine.
Payroll deductions shall be credited to a purchase account established on
behalf of each participant. As of the last business day of each monthly
investment period, the amount in each participant's account will be applied to
the purchase of the number of whole and fractional shares of Common Stock
determined by dividing such amount by the Purchase Price (as defined in Section
5) for such period.
A participant may request to sell shares held in the participant's account
that meet the six month holding period requirement.
4
<PAGE>
5. PURCHASE PRICE. The purchase price ("Purchase Price") per share of
Common Stock hereunder for any monthly investment period shall be 85% of the
fair market value of a share of Common Stock on the last business day of such
period. The fair market value of a share of Common Stock on the last business
day of a monthly investment period shall be deemed to be the average of the high
and low price per share of the Common Stock on the New York Stock Exchange
Composite Transactions on such day or, if there shall be no such sale of Common
Stock on such day, then on the next preceding day on which there shall have been
such a sale. In no event, however, shall the Purchase Price be less than the
par value, if any, of the Common Stock.
6. ISSUANCE OF STOCK. The shares of Common stock purchased by each
participant shall be considered to be issued and outstanding and credited to
such participant as of the close of business on the last business day of the
monthly investment period during which such shares were purchased. The total
number of shares of Common Stock purchased by all participants during each
monthly investment period shall be issued, as of the last day thereof, to a
nominee for the benefit of the participants. A participant may, from time to
time (but not more frequently than once per calendar month), request delivery to
such participant of a certificate representing whole shares of Common Stock held
by such nominee on behalf of such participant, but not until such shares have
been credited to such participant for at least six months. In addition, a
participant shall receive a certificate representing whole shares of Common
Stock and any cash in lieu of fractional shares as soon as is practicable after
the end of the calendar month next following the month during which (a) such
participant terminates participation in the Plan, or (b) the Plan
5
<PAGE>
is terminated, as the case may be.
No interest shall at any time accrue with respect to any amount in a
purchase account of a participant. Participants which engage in a purchase or
sale of stock during a calendar month will receive an account statement for the
applicable month. The statement will show the entries made to the purchase
account of such participant, the number of shares of Common Stock purchased
and/or sold for such Participant during such month and the applicable Purchase
Price of such shares.
7. TERMINATION OF PARTICIPATION. A participant may at any time elect to
terminate participation in the Plan without charge by giving written notice
thereof and requesting the withdrawal of all shares held under the Plan on
behalf of the participant, except that no such termination shall be effective as
to any monthly investment period unless written notice of such termination is
received by the Participating Company which employs such participant, at such
time prior to the last business day of such period as the Company shall, from
time to time, determine. Upon any such termination or request, the
Participating Company which employs such participant shall promptly deposit in
safe keeping all whole shares held in the participant's account unless the
participant requests that a certificate be issued, in which case the Company
will issue certificate(s) for the whole shares of Common Stock held in the Plan
for such participant and cash in lieu of fractional shares, PROVIDED, HOWEVER,
that no such certificates (or cash in lieu of fractional shares) shall be issued
until the shares of Common Stock represented thereby have been held under the
Plan for six months. Termination of participation in the Plan pursuant to
6
<PAGE>
this paragraph shall be treated as a change in the participant's payroll
deduction for purposes of the second paragraph of Section 4 hereof, and the
rules of such paragraph shall be applicable for purposes of determining when the
participant becomes eligible to again participate in the Plan.
If any person who is a participant shall die, terminate employment with the
Participating Companies for any reason or otherwise cease to be eligible to
participate in the Plan, participation of such person in the Plan shall
terminate as of the end of the investment period in which such event occurs, and
certificate(s) for the whole shares of Common Stock held for such person and
cash in lieu of fractional shares shall be returned promptly to such person or
the legal representative of such person.
8. TERMINATION OR AMENDMENT OF THE PLAN. The Company, by action of the
Board, may terminate the Plan effective as of the beginning of any monthly
investment period. Notice of such termination shall be given to all
participants, but any failure to give such notice shall not impair the
effectiveness of such termination.
Without any action being required, the Plan will terminate in any event
when the maximum number of shares of Common Stock to be sold under the Plan (as
provided in Section 12) has been purchased, but such termination shall not
impair any rights which under the Plan shall have vested on or prior to the date
of such termination. If at any time the number of shares of Common Stock
remaining available for purchase under the Plan are not sufficient to satisfy
all then outstanding purchase rights, the Board may determine
7
<PAGE>
an equitable basis of apportioning such shares among all participants.
The Board may amend the Plan from time to time in any respect in order to
meet changes in legal requirements or for any other reason; PROVIDED, HOWEVER,
that no such amendment shall (a) materially adversely affect any purchase rights
outstanding under the Plan during the monthly investment period in which such
amendment is to be effected, (b) increase the maximum number of shares of Common
Stock which may be purchased under the Plan, (c) decrease the Purchase Price of
the Common Stock for any monthly investment period below 85% of the fair market
value thereof on the last day of such period or (d) adversely affect the
qualification of the Plan under section 423 of the Code.
Upon termination of the Plan, the respective cash balances to the credit of
the participants in their purchase accounts, together with certificates for the
whole shares of Common Stock held in the Plan for their benefit plus cash in
lieu of fractional shares, shall be delivered to them promptly.
9. NON-TRANSFERABILITY. Rights acquired under the Plan are not
transferable and may be exercised only by a participant.
10. SHAREHOLDERS' RIGHTS. No eligible employee or participant shall by
reason of the Plan have any rights of a shareholder of the Company until and to
the extent Common Stock shall have been purchased for such employee or
participant as herein
8
<PAGE>
provided.
11. ADMINISTRATION OF THE PLAN. The Plan shall be administered so as to
ensure that all participants have the same rights and privileges as are provided
by section 423(b) (5) of the Code.
The Board, from time to time, may approve the forms of any documents or
writings provided for in the Plan, may adopt, amend and rescind rules and
regulations not inconsistent with the Plan for carrying out the Plan, and may
construe and interpret the Plan. The Board may delegate the responsibility for
maintaining all or a portion of the records pertaining to participants' accounts
to persons not affiliated with the Participating Companies. All expenses of
administering the Plan shall be paid by the Participating Companies.
12. MAXIMUM NUMBER OF SHARES OF STOCK. The maximum number of shares of
Common Stock which may be purchased under the Plan is 1,000,000, subject,
however, to adjustment as hereinafter set forth. Common Stock purchased
hereunder may be shares owned by Participating Companies, or, subject to
obtaining any necessary regulatory approval, authorized and unissued shares, or
a combination thereof, and by adopting the Plan, the Participating Companies are
authorized to purchase shares of Common Stock on the open market to provide
shares necessary to satisfy the obligation to deliver shares of Common stock
pursuant to the Plan. If the Company at any time after the effective date of
the Plan changes its issued Common Stock into (a) an increased
9
<PAGE>
number of shares, with or without par value, through a stock dividend or a
split-up of shares, or (b) a decreased number of shares, with or without par
value, through a combination of shares; then, effective with the record date for
such change, the maximum number of shares of Common Stock which thereafter may
be purchased under the Plan shall be the maximum number of shares which,
immediately prior to such record date, remained available for purchase under the
Plan proportionately increased, in case of such stock dividend or split-up, or
proportionately decreased, in case of such combination of shares.
13. MISCELLANEOUS. Except as otherwise expressly provided herein, any
Authorization, election, notice or document under the Plan from an eligible
employee or participant shall be delivered to the Participating Company which
employs such employee or participant and, subject to any limitations specified
in the Plan, shall be effective when so delivered.
The term "Business Day" shall mean any day other than Saturday, Sunday or
legal holiday.
The Plan, and the Company's obligation to sell and deliver shares of Common
Stock hereunder, shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approval by any regulatory or
governmental agency as may, in the opinion of counsel for the Company, be
required.
10
<PAGE>
EXHIBIT 5
666 Grand Avenue
P. O. Box 9244
Des Moines, Iowa 50306-9244
June 23, 1995
MidAmerican Energy Company
666 Grand Avenue
P.O. Box 9244
Des Moines, Iowa 50306-9244
Ladies and Gentlemen:
I refer to the proposed issuance and sale by you ("Company") of 1,000,000 shares
of authorized but unissued shares of your common stock, without par value
("Shares"), pursuant to the MidAmerican Energy Company Employee Stock Purchase
Plan.
I have examined such documents and satisfied myself as to such matters of
procedure, law and fact as I deem relevant for the purposes hereof, and based
upon the foregoing, I advise you that, in my opinion, all requisite action will
have been taken by and before all bodies, including directors and regulatory
authorities, that is necessary to make valid the offering, issuance and sale of
the Shares when the following additional steps shall have been taken:
(1) The proposed offering, issuance and sale of the Shares shall have
been authorized by your Board of Directors;
(2) Your proposed registration statement on Form S-8 relating to the
Shares being filed with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933, as amended, ("Act"), and any required
amendments and post-effective amendments thereto shall have become effective;
<PAGE>
MidAmerican Energy Company
June 23, 1995
Page 2
(3) The Shares shall have been issued and sold on the terms
contemplated by your registration statement and in accordance with the
authorizations of the Board of Directors of the Company and the applicable
provisions of the Iowa Business Corporation Act;
(4) The Federal Energy Regulatory Commission and the Illinois
Commerce Commission shall have issued the appropriate orders upon an application
with respect to the Shares filed with the Federal Energy Regulatory Commission
and the Illinois Commerce Commission; and
(5) All statutory fees imposed upon or by reason of the issuance of
the Shares shall have been paid.
I am further of the opinion that no action of any state or federal regulatory
authority, other than the Commission under the Act and the Securities Exchange
Act of 1934, as amended, and the Federal Energy Regulatory Commission and the
Illinois Commerce Commission, is required with respect to the proposed offering,
issuance and sale of the Shares, and that when the additional steps set forth
above shall have been taken the Shares will be legally issued, fully paid and
nonassessable.
I do not find it necessary for the purposes of this opinion, and accordingly I
do not purport herein, to cover the application of blue sky or securities laws
of various states relating to sales of the Shares.
I consent that copies of this opinion letter may be filed with the Commission in
connection with your registration statement on Form S-8 with respect to the
Shares, and to the references to my name under the caption "Legal Matters" in
such registration statement being filed with the Commission on the date hereof.
Sincerely,
/s/ John A. Rasmussen, Jr.
- ----------------------------
John A. Rasmussen, Jr., Esq.
Counsel for MidAmerican Energy Company
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated July 1, 1995, included in MidAmerican
Energy Company's July 3, 1995 Form 8-K, and our reports dated
January 27, 1995, included in Midwest Resources Inc.'s Form 10-K
for the year ended December 31, 1994 and Midwest Power Systems
Inc.'s Form 10-K for the year ended December 31, 1994, and to all
references to our Firm in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
July 1, 1995
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
January 28, 1993, covering the consolidated balance sheet and statement of
capitalization of Iowa-Illinois Gas and Electric Company and Subsidiary Company
("Iowa-Illinois") as of December 31, 1992, and the related statements of income,
retained earnings and cash flows for the year then ended, included in the
Iowa-Illinois Form 10-K for the year ended December 31, 1994, (Commission file
number 1-3573), and to all references to our Firm included in this Registration
Statement. It should be noted that we have not audited any financial statements
of Iowa-Illinois subsequent to December 31, 1992, or performed any audit
procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
July 1, 1995
<PAGE>
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
MidAmerican Energy Company on Form S-8 of our reports dated January 25, 1995,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Iowa-Illinois Gas and Electric Company for the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
July 1, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned does hereby appoint Paul J. Leighton and John A. Rasmussen,
Jr., and each of them severally, his true and lawful attorneys, with full power
of substitution in his name, place and stead, to execute on his behalf a
registration statement on Form S-8 to be filed pursuant to the Securities Act of
1933, as amended, in connection with the registration of common stock, no par
value, of MidAmerican Energy Company and any and all amendments thereto, and
other documents relating thereto, including exhibits, and to file the same with
the Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of July 3, 1995.
MIDAMERICAN ENERGY COMPANY
By: /s/ Lance E. Cooper
----------------------------------------
Lance E. Cooper
Group Vice President, Finance and Accounting
(Principal Accounting Officer and Principal
Financial Officer)
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
29th day of May, 1995.
John W. Aalfs
----------------------------------------
John W. Aalfs
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A.Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that John W. Aalfs, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.
WITNESS my hand and seal this 29th day of May, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
30th day of May, 1995.
Betty T. Asher
----------------------------------------
Betty T. Asher
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Donna Hahn, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Betty T. Asher, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that she signed and delivered the
said instrument as her free and voluntary act, for the uses and purposes therein
set forth.
WITNESS my hand and seal this 30th day of May, 1995.
Donna Hahn
----------------------------------------
My commission expires 10/26/96
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
1st day of June, 1995.
Robert A. Burnett
----------------------------------------
Robert A. Burnett
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Robert A. Burnett, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 1st day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
30th day of May, 1995.
Ross D. Christensen
----------------------------------------
Ross D. Christensen
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Ross D. Christensen, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 30th day of May, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
1st day of June, 1995.
Russell E. Christiansen
----------------------------------------
Russell E. Christiansen
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Russell E. Christiansen, personally known to
me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 1st day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
29th day of May, 1995.
Jack W. Eugster
----------------------------------------
Jack W. Eugster
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Jack W. Eugster, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.
WITNESS my hand and seal this 29th day of May, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
13th day of June, 1995.
Nolden Gentry
----------------------------------------
Nolden Gentry
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Nolden Gentry, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.
WITNESS my hand and seal this 13th day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
1st day of June, 1995.
James M. Hoak, Jr.
----------------------------------------
James M. Hoak, Jr.
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that James M. Hoak, Jr., personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 1st day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
5th day of June, 1995.
Robert L. Peterson
----------------------------------------
Robert L. Peterson
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Robert L. Peterson, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he/she signed and
delivered the said instrument as his/her free and voluntary act, for the uses
and purposes therein set forth.
WITNESS my hand and seal this 5th day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
1st day of June, 1995.
Richard L. Lawson
----------------------------------------
Richard L. Lawson
DISTRICT OF COLUMBIA )
) ss.
)
I, Ann Marie Jacob, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Richard L. Lawson, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 1st day of June, 1995.
Ann Marie Jacob
----------------------------------------
My commission expires 7/31/98
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
30th day of May, 1995.
Richard A. Schneider
----------------------------------------
Richard A. Schneider
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Richard A. Schneider, personally known to me
to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 30th day of May, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.
Stanley J. Bright
----------------------------------------
Stanley J. Bright
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Stanley J. Bright, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 26th day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.
John W. Colloton
----------------------------------------
John W. Colloton
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that John W. Colloton, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.
WITNESS my hand and seal this 26th day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.
Frank S. Cottrell
----------------------------------------
Frank S. Cottrell
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Frank S. Cottrell, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 26th day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.
William C. Fletcher
----------------------------------------
William C. Fletcher
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that William C. Fletcher, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 26th day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.
Mel Foster Jr.
----------------------------------------
Mel Foster Jr.
STATE OF IOWA )
) ss.
COUNTY OF SCOTT )
I, Donna J. Orme, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Mel Foster Jr., personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.
WITNESS my hand and seal this 26th day of June, 1995.
Donna J. Orme
----------------------------------------
My commission expires 3/25/96
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.
Nancy L. Seifert
----------------------------------------
Nancy L. Seifert
STATE OF IOWA )
) ss.
COUNTY OF LYNN )
I, Regina R. Huggins, Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Nancy L. Seifert, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that she signed and delivered the
said instrument as her free and voluntary act, for the uses and purposes therein
set forth.
WITNESS my hand and seal this 26th day of June, 1995.
Regina R. Huggins
----------------------------------------
My commission expires 10/19/95
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.
W. Scott Tinsman
----------------------------------------
W. Scott Tinsman
STATE OF IOWA )
) ss.
COUNTY OF SCOTT )
I, Deborah L. Olson, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that W. Scott Tinsman, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.
WITNESS my hand and seal this 26th day of June, 1995.
Deborah L. Olson
----------------------------------------
My commission expires 4/8/96
-------------------
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.
Leonard L. Woodruff
----------------------------------------
Leonard L. Woodruff
STATE OF IOWA )
) ss.
COUNTY OF POLK )
I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Leonard L. Woodruff, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
WITNESS my hand and seal this 26th day of June, 1995.
Julie A. Williams
----------------------------------------
My commission expires 7/7/97
-------------------
