MIDAMERICAN FUNDING LLC (Form: 8-K, Received: 10/15/2015 17:19:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 15, 2015 (October 15, 2015)

Date of Report (Date of earliest event reported)

Commission File Number	Exact name of registrant as specified in its charter; State or other jurisdiction of incorporation or organization	IRS Employer Identification No.
333-90553	MIDAMERICAN FUNDING, LLC (An Iowa Limited Liability Company) 666 Grand Avenue, Suite 500 Des Moines, Iowa 50309-2580	47-0819200

333-15387	MIDAMERICAN ENERGY COMPANY (An Iowa Corporation) 666 Grand Avenue, Suite 500 Des Moines, Iowa 50309-2580	42-1425214

(515) 242-4300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On October 15, 2015, MidAmerican Energy Company (the “Company”) issued $200,000,000 principal amount of the Company’s 3.50% First Mortgage Bonds due 2024 (the “2024 First Mortgage Bonds”) and $450,000,000 principal amount of the Company’s 4.25% First Mortgage Bonds due 2046 (the “2046 First Mortgage Bonds” and collectively with the 2024 First Mortgage Bonds, the “First Mortgage Bonds”). The 2024 First Mortgage Bonds will be consolidated with, and form part of the same series as, the $300,000,000 aggregate principal amount of the Company’s 3.50% first mortgage bonds due 2024 previously outstanding. The First Mortgage Bonds were offered and sold pursuant to the provisions of an underwriting agreement (the “Underwriting Agreement”) among the Company, Mizuho Securities USA Inc., Barclays Capital Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives for several underwriters (collectively, the “Underwriters”) dated as of October 5, 2015. The Underwriting Agreement contains certain customary representations, warranties and covenants concerning the Company and the registration statement relating to the offering of the First Mortgage Bonds. In addition, the Company has agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

The 2024 First Mortgage Bonds were issued pursuant to the Indenture dated as of September 9, 2013 with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Base Indenture”), as amended by the First Supplemental Indenture (the “First Supplemental Indenture”) dated as of September 19, 2013, as supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture”) dated as of April 3, 2014, as amended by Amendment Number 1 to the Second Supplemental Indenture (the “Amendment to the Second Supplemental Indenture”) dated as of October 15, 2015. The 2046 First Mortgage Bonds were issued pursuant to the Base Indenture as supplemented by the Third Supplemental Indenture (the “Third Supplemental Indenture”) dated as of October 15, 2015.

The First Mortgage Bonds are secured by a first mortgage lien on substantially all of the Company’s electric generating, transmission and distribution property within the State of Iowa, subject to certain exceptions and permitted encumbrances, created by a Mortgage, Security Agreement, Fixture Filing and Financing Statement dated as of September 9, 2013 from the Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee, as may be amended or supplemented from time to time.

Each series of the First Mortgage Bonds is secured equally and ratably with the Company’s currently outstanding 5.95% Notes due 2017, 5.30% Notes due 2018, 6.75% Notes due 2031, 5.75% Notes due 2035 and 5.80% Notes due 2036 (collectively, the “Equal and Ratable Notes”), as required by the terms of the indentures under which such currently outstanding Equal and Ratable Notes were issued, and with all of the Company’s other first mortgage bonds from time to time outstanding, including the Company’s currently outstanding 2.40% First Mortgage Bonds due 2019, 3.70% First Mortgage Bonds due 2023, 3.50% First Mortgage Bonds due 2024, 4.80% First Mortgage Bonds due 2043 and 4.40% First Mortgage Bonds due 2044. The Company intends to use the net proceeds of the sale of the First Mortgage Bonds for the repayment of maturing long-term debt in an aggregate amount of approximately $426,254,000, maturing December 31, 2015, and the remainder for general corporate purposes.

Each of the 2024 First Mortgage Bonds and the 2046 First Mortgage Bonds will be redeemable prior to maturity, under the terms and conditions set forth in the Second Supplemental Indenture, the Amendment to the Second Supplemental Indenture and the Third Supplemental Indenture, respectively.

The descriptions of the Underwriting Agreement, the Amendment to the Second Supplemental Indenture, the Third Supplemental Indenture and the First Mortgage Bonds are qualified in their entirety by reference to the Underwriting Agreement, the Amendment to the Second Supplemental Indenture, the Third Supplemental Indenture and specimen global certificates evidencing the First Mortgage Bonds, copies of which are filed as exhibits to this Form 8-K and incorporated by reference herein and the Company’s effective registration statement on Form S-3 (File No. 333-206980).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated October 5, 2015
4.1	Amendment Number 1 to the Second Supplemental Indenture, dated as of October 15, 2015
4.2	Third Supplemental Indenture, dated as of October 15, 2015
4.3	Specimen of 3.50% First Mortgage Bonds due 2024
4.4	Specimen of 4.25% First Mortgage Bonds due 2046
5.1	Opinion of Gibson, Dunn & Crutcher LLP
5.2	Opinion of Paul J. Leighton, Esq.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 15, 2015

MIDAMERICAN FUNDING, LLC

MIDAMERICAN ENERGY COMPANY

(Registrant)

/s/ Paul J. Leighton

Paul J. Leighton

Vice President and Secretary of MidAmerican Funding, LLC and

Vice President, Secretary and Assistant General Counsel of MidAmerican Energy Company

EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated October 5, 2015
4.1	Amendment Number 1 to the Second Supplemental Indenture, dated as of October 15, 2015
4.2	Third Supplemental Indenture, dated as of October 15, 2015
4.3	Specimen of 3.50% First Mortgage Bonds due 2024
4.4	Specimen of 4.25% First Mortgage Bonds due 2046
5.1	Opinion of Gibson, Dunn & Crutcher LLP
5.2	Opinion of Paul J. Leighton, Esq.

Exhibit 1.1

$200,000,000 3.50% First Mortgage Bonds due 2024

$450,000,000 4.25% First Mortgage Bonds due 2046

MIDAMERICAN ENERGY COMPANY

UNDERWRITING AGREEMENT

October 5, 2015

Barclays Capital Inc.

745 7th Avenue

New York, New York 10019

Mizuho Securities USA Inc.

320 Park Avenue

New York, NY 10020

U.S. Bancorp Investments, Inc.

214 N. Tryon Street, 26 ^th Floor

Charlotte, North Carolina 28202

Wells Fargo Securities, LLC

550 South Tryon Street, 5 ^th Floor

Charlotte, North Carolina 28202

as representatives of the several Underwriters named in Schedule A hereto.

Dear Sirs:

1. Introductory. MidAmerican Energy Company, an Iowa corporation (the “ Company ”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A attached hereto (collectively, the “Underwriters” ), for whom Barclays Capital Inc., Mizuho Securities USA Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are acting as representatives (the “ Representatives ”), U.S. $200,000,000 principal amount of its 3.50% First Mortgage Bonds due 2024 (the “ 2024 Bonds ”) and U.S. $450,000,000 principal amount of its 4.25% First Mortgage Bonds due 2046 (the “2046 Bonds ” and together with the 2024 Bonds, the “ Offered Securities ”) to be issued under that certain indenture, dated as of September 9, 2013 (the “ Base Indenture ”), with The New York Bank Mellon Trust Company, N.A., as trustee (the “ Trustee ”), as amended by a first supplemental indenture dated September 19, 2013 (the “ First Supplemental Indenture ”), as supplemented by a second supplemental indenture dated April 3, 2014, as amended by Amendment Number 1 thereto to be dated as of October 15, 2015 (as so amended, the “ Second Supplemental Indenture ”), and as further supplemented by a third supplemental indenture, to be dated October 15, 2015 (the “ Third Supplemental Indenture ” and together with the First Supplemental Indenture, the Second Supplemental Indenture and the Base Indenture, the “ Indenture ”) pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-206980) filed on September 16, 2015 (the “ Registration Statement ”). The Offered Securities are to be secured pursuant to a Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013, as amended by Amendment No. 1 thereto dated as of September 17, 2015 (the “ Mortgage ”) from the Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee (the “ Collateral Trustee ”) and an Intercreditor and Collateral Trust Agreement, dated as of September 9, 2013 (the “ Collateral Trust Agreement ”) among the Company, the Trustee and the Collateral Trustee. The Indenture has been qualified under the United States Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) under the Trust Indenture Act. The United States Securities Act of 1933, as amended, is herein referred to as the “ Securities Act ,” and the rules and regulations of the Commission thereunder are herein referred to as the “ Rules and Regulations .”

On April 3, 2014, the Company issued $300,000,000 in aggregate principal amount of its 3.50% First Mortgage Bonds due 2024 under the Indenture (the “ Existing 2024 Bonds ”) pursuant to a Registration Statement on Form S-3 (File No. 333-192077) filed on November 14, 2013. The 2024 Bonds will constitute a further issuance of, are consolidated and form a single series with, and have identical terms (other than the date of issuance, public offering price, initial interest accrual date and initial interest payment date) to the Existing 2024 Bonds. The 2024 Bonds constitute “Additional Bonds” under Section 2.09 of the Second Supplemental Indenture.

2. Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, the several Underwriters that:

(a) (i) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (ii) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or form of prospectus), (iii) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163, the Company was a “well-known seasoned issuer” as defined in Rule 405, and (iv) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) relating to the Offered Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act.

The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Offered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating to the Offered Securities made by the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act provided by Rule 163.

(b) A preliminary prospectus relating to the Offered Securities has been prepared, and a final prospectus relating to the Offered Securities will be prepared by the Company in accordance with Section 5(a) hereof. Such preliminary prospectus (including the documents incorporated by reference therein) is hereinafter referred to as the “ Preliminary Prospectus ;” such form of final prospectus relating to the Offered Securities to be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the documents incorporated by reference therein) is hereinafter referred to as the “ Prospectus .” The Preliminary Prospectus, as amended or supplemented as of the Applicable Time (as defined below), when considered together with the final term sheet filed pursuant to Section 5(a) hereof, (the “ Disclosure Package ”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date (as defined below), did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule B hereto does not conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , the preceding two sentences do not apply to statements in or omissions from the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus based upon written information furnished to the Company by the Underwriters specifically for use therein, it being understood and agreed that the only such information is that described as such in Sections 7(b) and 12 hereof. For purposes of this Underwriting Agreement, the “ Applicable Time ” is 5:30 p.m., New York City Time, on the date of this Underwriting Agreement.

At the earliest time after filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Offered Securities, the Company was not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus when made will conform, in all material respects to the applicable requirements of the Securities Act and the Rules and Regulations, and the Registration Statement conforms, and any further amendments or supplements to the Registration Statement when made will conform, in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the Commission thereunder. The Registration Statement as of its effective date and any amendments thereto as of the Closing Date does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Iowa with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the financial condition, business or results of operations of the Company, taken as a whole (a “ Material Adverse Effect ”).

(e) The Company has the legal right to function and operate as an electric public utility company in the States of Iowa, Illinois and South Dakota, and as a gas public utility company in the States of Iowa, Illinois, South Dakota and Nebraska.

(f) The Company has no subsidiaries.

(g) The documents incorporated by reference in the Prospectus and the Disclosure Package, at the time they were or hereafter are filed with the Commission, complied or when so filed will comply, as the case may be, in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder (“ Exchange Act Rules and Regulations ”), and, when read together with the other information in the Prospectus and the Disclosure Package, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading. The Company is in compliance in all material respects with all the applicable provisions of the United States Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

(h) The accountants who issued their reports on the financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus are an independent registered public accounting firm within the meaning of the Securities Act and the Rules and Regulations.

(i) The financial statements and any supporting schedules of the Company included or incorporated by reference in the Disclosure Package and the Prospectus present fairly the financial condition of the Company as of the dates indicated and the results of its operations for the periods specified; and, except as stated therein, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; and any supporting schedules included or incorporated by reference in the Disclosure Package or the Prospectus present fairly the information required to be stated therein.

(j) This Underwriting Agreement has been duly authorized by and, upon execution and delivery by the parties hereto, will be a legal, valid and binding agreement of the Company; the Indenture has been duly authorized by and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as rights to indemnity and contribution thereunder may be limited by federal or state securities laws or principles of public policy; the Collateral Trust Agreement has been duly authorized by and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms; the Offered Securities have been duly and validly authorized for issuance, offer and sale pursuant to this Underwriting Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Underwriting Agreement and the Indenture against payment of the consideration therefor specified in the Prospectus, the Offered Securities will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms; except as enforcement of the Indenture and the Offered Securities may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and general equitable principles; the Offered Securities and the Indenture will conform in all material respects to all statements relating thereto contained in the Disclosure Package and the Prospectus; and the Offered Securities will be entitled to the benefits provided by the Indenture.

(k) Since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, except as may otherwise be stated therein or contemplated thereby, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company taken as a whole, whether or not arising in the ordinary course of business, and (B) there have been no material transactions entered into by the Company other than those in the ordinary course of business.

(l) The Company is neither (i) in violation of its Restated Articles of Incorporation, as amended, or bylaws, nor (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties may be bound, which in the case of this subsection (ii) would result in a Material Adverse Effect. The execution and delivery of this Underwriting Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not conflict with, constitute a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Mortgage or the Collateral Trust Agreement, upon any material property or assets of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which the Company may be bound or to which any of the material property or assets of the Company is subject, nor will such action result in any violation of the Restated Articles of Incorporation, as amended, or bylaws of the Company or any law, administrative regulation or administrative or court order or decree.

(m) The Company has made all necessary filings and obtained all necessary consents, orders or approvals from the United States Federal Energy Regulatory Commission (“ FERC ”) and the Illinois Commerce Commission (“ ICC ”) in connection with the issuance and sale of the Offered Securities and the application of the proceeds thereof, and no consent, approval, authorization, order or decree of any other court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Underwriting Agreement, except such as may be required under state securities (“ Blue Sky ”) laws.

(n) Except as may be set forth in the Registration Statement, the Disclosure Package and the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company which would be reasonably likely to result in a Material Adverse Effect or would be reasonably likely to materially and adversely affect the consummation of the transactions contemplated by this Underwriting Agreement or the Indenture.

(o) Any certificate signed by any director or officer of the Company and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby on the date of such certificate.

(p) The Company is not, and will not be after giving effect to the offering of the Offered Securities and the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus, required to register as an “investment company” under the United States Investment Company Act of 1940, as amended.

(q) The Company (i) makes and keeps books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and (ii) maintains a system of internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(r) The Company (i) is in compliance with any and all applicable United States federal, state and local laws and regulations relating to the protection of human health, safety, and the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”) and (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses, except where such non-compliance with Environmental Laws as set forth in (i), and failure to receive required permits, licenses or other approvals, as set forth in (ii), either (x) would not be reasonably likely to have a Material Adverse Effect, or (y) is set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto).

(s) The Company has good and valid title or sufficient rights and ownership interests, as applicable, to all the principal plants and other material units of its electric generating, transmission and distribution operations in the State of Iowa (including plants, machinery and equipment) that are presently owned by the Company and specifically described in the Mortgage as subject to the lien thereof (the “ Properties ”) subject only to Permitted Encumbrances and Prior Liens (each as defined in the Indenture, the “ Permitted Liens ”) and other liens, charges, encumbrances, defects, qualifications, exceptions and other matters affecting title, possession or use permitted by the Indenture and the Mortgage and such liens, charges, encumbrances, defects, qualifications, exceptions and other matters affecting title, possession or use which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(t) (i) The Mortgage has been recorded, and all fees in connection with such recording have been paid, in all offices of county recorders or clerks of all counties in the State of Iowa in which any real property subject to the lien of the Mortgage is located, and (ii) a UCC-1 financing statement in respect of personal property and fixtures subject to the Mortgage has been filed in the Office of the Secretary of State of the State of Iowa, and no other filing or recordation is necessary for the perfection and preservation of the liens created thereby except for recordations required in respect of after-acquired real property.

(u) The Mortgage constitutes, as security for the Offered Securities, a valid and subsisting lien to the extent that it purports to be such on the present electric generating, transmission and distribution operations of the Company (including plants, machinery, equipment, real estate and fixed property) and rights of the Company in respect thereof as described in the Mortgage (other than those properties excepted or released from the lien of the Mortgage by its terms or the terms of the Indenture or the Collateral Trust Agreement) subject only to Permitted Liens and other liens and charges permitted by the Indenture and such liens, charges, encumbrances, defects, qualifications, exceptions and other matters affecting title, possession or use which, individually or in the aggregate, would not reasonably be expected to materially affect the security for the Offered Securities, and upon acquisition thereafter by the Company of similar properties, the Mortgage will, subject to liens existing thereon at the time of acquisition, create such a lien thereon; provided , that, for any such properties which (i) comprise real property (other than Land (as defined in the Mortgage)) or rights and/or interests in real property and/or (ii) are, in whole or part, affixed to or located on real property which does not comprise Land, the Company is required under Section 1.13 of the Mortgage to execute and deliver to the mortgagee any and all such further assurances, mortgages, deeds of trust, conveyances or assignments thereof as reasonably necessary for the purpose of expressly and specifically subjecting the same to the lien and security interest of the Mortgage. Since September 30, 2015 the Company has not acquired any such properties which (i) comprise real property (other than Land) or rights and/or interests in real property and/or (ii) are, in whole or part, affixed to or located on real property which does not comprise Land, other than (x) the properties described in Amendment No. 1 to the Mortgage, dated as of September 17, 2015 and (y) any properties, rights and/or interests that are not material to the Company.

(v) Neither the Company, nor, to the knowledge of the Company, after due inquiry, any director, officer or employee of the Company, has in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official, “foreign office” as defined in the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “ FCPA ”) or employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as amended, or any other applicable anti-bribery or anti-corruption laws or statutes; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and the Company has conducted its business in compliance with the FCPA, the Bribery Act 2010 of the United Kingdom, as amended, and any other applicable anti-bribery or anti-corruption laws or statues, and has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(w) The operations of the Company have been conducted at all applicable times in compliance with applicable financial recordkeeping and reporting requirements of the United States Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions in which the Company conducts business, the rules and regulations thereunder (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator to which the Company is subject with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(x) Neither the Company nor, to the knowledge of the Company, after due inquiry, any director, officer or employee of the Company (i) is currently subject to or the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the United States Treasury Department, the United States Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “ Sanctions ”); or (ii) is located, organized or resident in a country that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, and Syria); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity, for the purpose of financing the activities of any person, or in any country or territory, that currently is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. The Company has not knowingly engaged in for the past five years, and is not now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions.

3. Purchase, Sale and Delivery of Offered Securities . On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company (i) the 2024 Bonds, at a purchase price of 102.708% of the principal amount thereof, plus accrued interest, if any, from October 15, 2015 to the Closing Date, the respective principal amount of the 2024 Bonds set forth opposite the names of the several Underwriters in Schedule A hereto, and (ii) the 2046 Bonds, at a purchase price of 98.987% of the principal amount thereof, the respective principal amount of the 2046 Bonds set forth opposite the names of the several Underwriters in Schedule A hereto.

The Company will deliver against payment of the purchase price the 2024 Bonds and the 2046 Bonds, respectively, to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more global securities in registered form without interest coupons (the “ Global Securities ”) deposited with the Trustee as custodian for The Depository Trust Company (“ DTC ”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus.

Payment for the 2024 Bonds and the 2046 Bonds, as applicable, shall be made by the Representatives in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at 10:00 a.m., (New York time), on October 15, 2015, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “ Closing Date ,” against delivery to the Trustee as custodian for DTC of the Global Securities. The Global Securities will be made available for checking at the above office of Latham & Watkins LLP at least 24 hours prior to the Closing Date.

4. Representations by Underwriters; Resale by Underwriters . Each of the Underwriters severally represents and agrees that:

(a) (i) It has only communicated or caused to be communicated (and will only communicate or cause to be communicated) an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Act of 2000 (the “ FSMA ”)) received by it in connection with the issue or sale of the Offered Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.

(b) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “ Relevant Member State ”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “ Relevant Implementation Date ”), it has not made and will not make an offer of the Offered Securities to the public in that Relevant Member State, other than: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Representatives for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Offered Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Offered Securities to the public” in relation to the Offered Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Securities to be offered so as to enable an investor to decide to purchase or subscribe the Offered Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

5. Certain Agreements of the Company . The Company agrees with the several Underwriters that:

(a) It will prepare the Prospectus in a form approved by the Representatives and will file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the date of this Underwriting Agreement; to make no further amendment or any supplement to the Registration Statement, or the Prospectus prior to the Closing Date that shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by the Representatives and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required in connection with the offering or sale of the Offered Securities; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package or the Prospectus, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Disclosure Package or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package or the Prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Offered Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement).

(b) Prior to 10:00 a.m., New York City time, on the New York business day next succeeding the date of this Underwriting Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as the Underwriters may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Offered Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon the Representatives’ request to file such document and to prepare and furnish without charge to each Representatives and to any dealer in securities as many written and electronic copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance; and in case any Underwriter is required under the Securities Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) in connection with sales of any of the Offered Securities at any time nine months or more after the time of issue of the Prospectus, upon such Underwriter’s request but at the expense of such Representatives, to prepare and deliver to such Underwriter as many written and electronic copies as such Underwriter may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

(c) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriters and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(d) The Company will deliver to each Underwriter, without charge, such number of copies of each Free Writing Prospectus prepared by or on behalf of or used or referred to by the Company as each such Underwriter may reasonably request. To the extent applicable, each such document furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission, except to the extent permitted by Regulation S-T.

(e) The Company will advise the Underwriters promptly of any additional action by the FERC or ICC pertaining to the Offered Securities.

(f) The Company will furnish promptly to the Representatives and to counsel for the Underwriters one signed copy of the Registration Statement as originally filed and each amendment thereto filed prior to the date hereof and relating to the Offered Securities, including all documents incorporated therein by reference and all consents and exhibits filed therewith.

(g) The Company will deliver promptly to the Underwriters such reasonable number of the following documents as the Underwriters may request: (i) the Prospectus and the Disclosure Package and (ii) to the extent not available via the Commission’s Electronic Data, Gathering, Analysis and Retrieval System (“ EDGAR ”), (1) conformed copies of the Registration Statement (excluding exhibits other than the computation of the ratio of earnings to fixed charges, the Indenture, and this Underwriting Agreement), and (2) any documents incorporated by reference in the Prospectus.

(h) In connection with the offering, until the earlier of (i) 180 days following the Closing Date and (ii) the date the Representatives shall have notified the Company of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities.

(i) From the date hereof through and including the Closing Date, the Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue.

(j) As soon as practicable, the Company shall make generally available to its security holders and to deliver to the Representatives an earnings statement of the Company (which need not be audited), conforming with the requirements of Section 11(a) of the Securities Act and of the Rules and Regulations (including, at the option of the Company, Rule 158 under the Securities Act), covering a period of at least twelve months beginning after the effective date of the Registration Statement as defined in Rule 158(c) of the Rules and Regulations.

(k) The Company will endeavor, in cooperation with the Representatives, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representatives may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Offered Securities; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file any general consent to service of process in any such jurisdiction or to take any other action that would subject the Company to service of process in any suits (other than those arising out of the offering of the Offered Securities) or to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Offered Securities have been qualified as above provided. The Company will promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose.

(l) The Company will pay all costs incident to the authorization, issuance, sale and delivery of the Offered Securities; the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and the Prospectus and any amendments, supplements and exhibits thereto; the costs incident to the preparation, printing and filing of the documents and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act; the costs of distributing the Registration Statement as originally filed and each amendment and post-effective amendment thereto (including exhibits), any preliminary prospectus, the Prospectus and any documents incorporated by reference in any of the foregoing documents; the costs of printing this Underwriting Agreement and the Indenture; the costs of any filings with the Financial Industry Regulatory Authority, Inc.; fees paid to rating agencies in connection with the rating of the Offered Securities; the fees and expenses of qualifying the Offered Securities under the securities laws of the several jurisdictions as provided in subsection (l) of this Section and of preparing and printing a Blue Sky Memorandum (including fees of counsel to the Underwriters in such connection not to exceed $10,000 in the aggregate); the reasonable fees and expenses of counsel for the Underwriters in an amount not to exceed $170,000; and all other costs and expenses incident to the performance of the Company’s obligations under this Underwriting Agreement (including fees and expenses of the Company’s counsel); provided that, except as provided in this Section 5(l), the Underwriters shall pay their own costs and expenses, any transfer taxes on the Offered Securities which they may sell and the expenses of advertising any offering of the Offered Securities made by the Underwriters.

6. Conditions of the Obligations of the Underwriters . The obligations of the several Underwriters to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Prospectus as amended or supplemented in relation to the applicable Offered Securities shall have been filed with the Commission within the applicable time period prescribed for such filing (without reliance on Rule 424(b)(8) of the Rules and Regulations and in accordance with Section 5(a) hereof); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or to the knowledge of the Company threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with.

(b) Paul J. Leighton, Esq., counsel to the Company, shall have furnished to the Representatives, a letter addressed to the Underwriters and dated the Closing Date in form and substance reasonably satisfactory to the Representatives and their counsel.

(c) Gibson, Dunn & Crutcher LLP, counsel to the Company, shall have furnished to the Representatives, a letter addressed to the Underwriters and dated the Closing Date in form and substance reasonably satisfactory to the Representatives and their counsel.

(d) The Company shall have furnished to the Representatives on the Closing Date a certificate, dated the Closing Date, of its Chief Executive Officer, its President or a Vice President and its Treasurer or an Assistant Treasurer stating that, to the best of their knowledge after reasonable investigation, the representations and warranties of the Company in Section 2 hereof are true and correct as of the date hereof; the Company has complied with all its agreements contained herein; and the conditions set forth in Sections 6(a),(i) and (j) hereof have been fulfilled.

(e) On the date hereof, the Representatives shall have received a letter from the Company’s independent registered public accounting firm addressed to the Underwriters dated as of the date hereof and as of the Closing Date in form and substance reasonably satisfactory to the Representatives and their counsel.

(f) [Reserved]

(g) Subsequent to the Applicable Time, there shall not have been (i) any change, or any development or event involving a prospective change, in the financial condition, business, properties or results of operations of the Company taken as a whole, which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any “nationally recognized statistical rating organization” (as such term is defined in Section 3 of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications for a possible upgrading and no implication of a possible downgrading, of such rating); (iii) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any material disruption in settlements of securities or clearance services in the United States; or (vii) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency, if, in the judgment of the Representatives the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the 2024 Bonds or the 2046 Bonds, as applicable.

(h) Latham & Watkins LLP, as counsel for the Underwriters, shall have furnished to the Representatives on the Closing Date such opinions as the Representatives may reasonably require.

(i) The orders of the FERC and the ICC referred to in Section 2(m) hereof shall be in full force and effect and no proceedings to suspend the effectiveness of either such order shall be pending or threatened.

(j) Subsequent to the execution of this Underwriting Agreement, the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company shall not have been lowered or any such rating agency shall not have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company.

(k) On the date hereof and on the Closing Date, counsel to the Underwriters shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of the Offered Securities as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Offered Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and to counsel to the Underwriters.

A. The Company (i) represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act and (ii) has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

B. Each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than one or more term sheets relating to the Offered Securities containing customary information (including the final term sheet prepared and filed pursuant to Section 5(a) hereof), it has not made and will not make any offer relating to the Offered Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act); and

C. Any such free writing prospectus (including any Issuer Free Writing Prospectus) the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule B hereto.

7. Indemnification and Contribution .

(a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein made, in light of the circumstances under which they were made (in the case of the Registration Statement, necessary in order to make the statements therein not misleading), not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Underwriting Agreement, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriters specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below; provided, further , that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities (or actions in respect thereof), in connection with clauses (i) through (iii) below, purchased Offered Securities, or any person controlling such Underwriter, where it shall have been determined by a court of competent jurisdiction by final and non-appealable judgment that (i) prior to the Applicable Time the Company has notified such Underwriter that the Preliminary Prospectus, dated October 5, 2015, contains an untrue statement of material fact or omits to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Preliminary Prospectus and such corrected Preliminary Prospectus was provided to such Underwriter sufficiently in advance of the Applicable Time so that such corrected Preliminary Prospectus could have been conveyed to such person prior to the Applicable Time and (iii) such corrected Preliminary Prospectus was not conveyed to such person at or prior to the Applicable Time to such person.

(b) Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made (in the case of the Registration Statement, necessary in order to make the statements therein not misleading), not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists solely of the information described as such in Section 12 hereof; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Underwriting Agreement.

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through forfeiture or impairment of procedural or substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however , that the indemnified party shall have the right to employ counsel to represent the indemnified party and their respective controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 7 if the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action, if in the written opinion of counsel to either the indemnifying party or the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them or the indemnifying party shall have failed to employ counsel within a reasonable period of time, and in that event the fees and expenses of one firm of separate counsel (in addition to the fees and expenses of one local counsel in each applicable jurisdiction) shall be paid by the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds (before deducting expenses) from the offering of the 2024 Bonds and the 2046 Bonds, as applicable, received by the Company bear to the total discounts and commissions received by the Underwriters with respect to the Offered Securities from the Company under this Underwriting Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the 2024 Bonds or the 2046 Bonds, as applicable, were purchased by it were resold exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act.

8. Default of Underwriters . If any Underwriter or Underwriters defaults in its or their obligations to purchase the 2024 Bonds or the 2046 Bonds, as applicable hereunder, and the aggregate principal amount of the 2024 Bonds or the 2046 Bonds, as applicable, that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the 2024 Bonds or the 2046 Bonds, as applicable, the non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such 2024 Bonds or the 2046 Bonds, as applicable, by other persons, including themselves, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase such 2024 Bonds or the 2046 Bonds, as applicable, that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults and the aggregate principal amount of the 2024 Bonds or the 2046 Bonds, as applicable, with respect to which such default or defaults occur exceeds 10% of the total principal amount of the 2024 Bonds or the 2046 Bonds, as applicable, and arrangements satisfactory to the non-defaulting Underwriters and the Company for the purchase of such 2024 Bonds or the 2046 Bonds, as applicable, by other persons are not made within 36 hours after such default, this Underwriting Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company, except as provided in Section 9 hereof. As used in this Underwriting Agreement, the term “ Underwriter ” includes any person substituted for an Underwriter under this Section. Nothing herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default.

9. Survival of Certain Representations and Obligations . The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Underwriting Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated other than such default by an Underwriter, the Company shall be responsible for the fees and expenses of counsel for the Underwriters in an amount not to exceed $150,000.

10. No Fiduciary Duty . The Company acknowledges and agrees that (i) the purchase and sale of the Offered Securities, including the determination of the offering price of such Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and each Underwriter, on the other hand; (ii) each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company in connection with the offering of such Offered Securities and the process leading to such transaction (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an Underwriter of, the Company; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of such Offered Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the Offered Securities except the obligations expressly set forth in this Underwriting Agreement; and (iv) the Underwriters are not advising the Company as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction and the Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Underwriting Agreement, and the Underwriters shall have no responsibility or liability to the Company with respect thereto.

11. Notices . All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to each of (i) Barclays Capital Inc, 745 7th Avenue New York, NY 10019, Attention: Syndicate Registration; (ii) Mizuho Securities USA Inc, 320 Park Avenue New York, NY 10020, Attention: Debt Capital Markets; (iii) U.S. Bancorp Investments, Inc, 214 N. Tryon St. 26 ^th Floor Charlotte, North Carolina 28202; and (iv) Wells Fargo Securities, LLC, 550 South Tryon Street, 5 ^th Floor Charlotte, North Carolina 28202; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at MidAmerican Energy Company, 666 Grand Avenue, Suite 500, Des Moines, IA 50309-2580, Attention: Treasurer.

12. Underwriter Information . It is understood and agreed that the only information furnished by any Underwriter to the Company consists of the following information in the Preliminary Prospectus and Prospectus furnished on behalf of each Underwriter to the Company expressly for use therein, as applicable: under the caption “Underwriting”, paragraphs 3 (except for the first sentence), 4, 5 (second sentence only), 6, 7 and 8.

13. Successors . This Underwriting Agreement shall inure to the benefit of and be binding upon each Underwriter and the Company and their respective successors. Nothing expressed or mentioned in this Underwriting Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 7 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Underwriting Agreement or any provision herein contained. This Underwriting Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Offered Securities shall be deemed to be a successor by reason merely of such purchase.

14. Counterparts . This Underwriting Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.

15. Applicable Law . This Underwriting Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

16. Waiver of Jury . TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS UNDERWRITING AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

The Company hereby submits to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

If the foregoing is in accordance with the Underwriters’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms.

	Very truly yours,

	MIDAMERICAN ENERGY COMPANY

	By:	/s/ James C. Galt
	Name:	James C. Galt
	Title:	Treasurer

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

Barclays Capital Inc.

By:	/s/ Robert A. Stowe
Name:	Robert A. Stowe
Title:	Managing Director

Mizuho Securities USA Inc.

By:	/s/ Okwudiri Onyedum
Name:	Okwudiri Onyedum
Title:	Managing Director

U.S. Bancorp Investments, Inc.

By:	/s/ Phil Bennett
Name:	Phil Bennett
Title:	Managing Director

Wells Fargo Securities, LLC

By:	/s/ Carolyn Hurley
Name:	Carolyn Hurley
Title:	Director

As Representatives of each of the Underwriters

( Underwriting Agreement)

SCHEDULE A

Underwriters	Aggregate Principal Amount of 2024 Bonds		Aggregate Principal Amount of 2046 Bonds
Barclays Capital Inc.	$	30,000,000	$	67,500,000
Mizuho Securities USA Inc.	$	30,000,000	$	67,500,000
U.S. Bancorp Investments, Inc.	$	30,000,000	$	67,500,000
Wells Fargo Securities, LLC	$	30,000,000	$	67,500,000
BNP Paribas Securities Corp.	$	12,500,000	$	28,125,000
Citigroup Global Markets Inc.	$	12,500,000	$	28,125,000
BMO Capital Markets Corp.	$	5,500,000	$	12,375,000
BNY Mellon Capital Markets, LLC	$	5,500,000	$	12,375,000
J.P. Morgan Securities LLC	$	5,500,000	$	12,375,000
KeyBanc Capital Markets Inc.	$	5,500,000	$	12,375,000
Mitsubishi UFJ Securities (USA), Inc.	$	5,500,000	$	12,375,000
PNC Capital Markets LLC	$	5,500,000	$	12,375,000
RBC Capital Markets, LLC	$	5,500,000	$	12,375,000
SMBC Nikko Securities America, Inc.	$	5,500,000	$	12,375,000
SunTrust Robinson Humphrey, Inc.	$	5,500,000	$	12,375,000
The Williams Capital Group, L.P.	$	5,500,000	$	12,375,000
Total	$	200,000,000	$	450,000,000

SCHEDULE B

Issuer Free Writing Prospectus

(Relating to Preliminary Prospectus Supplement

Dated October 5, 2015)

Filed Pursuant to Rule 433(d)

Registration No. 333-206980

MIDAMERICAN ENERGY COMPANY

FINAL PRICING TERM SHEET

October 5, 2015

Issuer:		MidAmerican Energy Company

Legal Format:		SEC-Registered

Issue:		3.50% First Mortgage Bonds due 2024 (the “2024 bonds”)

		4.25% First Mortgage Bonds due 2046 (the “2046 bonds”)

Reopening of the 2024 bonds:		The 2024 bonds constitute a further issuance of, are consolidated and form a single series with, have identical terms (other than the date of issuance, the public offering price, initial interest accrual date and initial interest payment date) and have the same CUSIP number as our $300,000,000 aggregate principal amount of outstanding 3.50% First Mortgage Bonds due 2024 issued on April 3, 2014.

Offering Size:		$200,000,000 in aggregate principal amount (2024 bonds)

		$450,000,000 in aggregate principal amount (2046 bonds)

Net Proceeds (before expenses) to Issuer:		$650,857,500

Coupon and Coupon Payment Dates:		3.50% per annum, payable semi-annually on each April 15 and October 15, commencing April 15, 2016 (2024 bonds)

		4.25% per annum, payable semi-annually on each May 1 and November 1, commencing May 1, 2016 (2046 bonds)

Trade Date:		October 5, 2015

Settlement Date:		October 15, 2015 (T+7)

		It is expected that delivery of the First Mortgage Bonds will be made to investors on or about October 15, 2015, which will be the seventh business day following the date hereof (such settlement being referred to as “T+7”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the First Mortgage Bonds on the date of pricing of the First Mortgage Bonds or the succeeding business days up to three days prior to the date of delivery of the First Mortgage Bonds, will be required, by virtue of the fact that the First Mortgage Bonds initially will settle T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

Maturity Date:		October 15, 2024 (2024 bonds)

		May 1, 2046 (2046 bonds)

Benchmark Treasury:		2.000% due August 15, 2025 (2024 bonds)

		3.000% due May 15, 2045 (2046 bonds)

Benchmark Treasury Yield:		2.060% (2024 bonds)

		2.908% (2046 bonds)

Spread to Benchmark Treasury:		+100 basis points (2024 bonds)

		+135 basis points (2046 bonds)

Re-offer Yield:		3.060% (2024 bonds)

		4.258% (2046 bonds)

Price to Public:		103.358% of the principal amount (2024 bonds)

		99.862% of the principal amount (2046 bonds)

Ratings ¹ :		Aa2 by Moody’s Investors Services, Inc.
		A by Standard & Poor’s Ratings Services
		A+ by Fitch Ratings, Inc.

Optional Redemption:		Prior to July 15, 2024, the 2024 bonds will be redeemable, in whole or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2024 bonds being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date, discounted to the redemption date on a semi-annual basis, plus 15 basis points (the “2024 Make-Whole Amount”); plus, in either case, accrued and unpaid interest to the redemption date. On or after July 15, 2024 the 2024 bonds will be redeemable at a redemption price equal to 100% of the principal amount of the 2024 bonds being redeemed, plus accrued and unpaid interest to the redemption date (2024 bonds).

These securities ratings have been provided by Moody’s Investors Service, Inc., Standard & Poor’s Rating Services and Fitch Ratings, Inc. None of these ratings are a recommendation to buy, sell or hold these securities. Each rating may be subject to revision or withdrawal at any time, and should be evaluated independently of any other rating. No report of any rating agency is incorporated by reference herein.

		Prior to November 1, 2045 (the “2046 Par Call Date”), the 2046 bonds will be redeemable, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2046 bonds being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2046 bonds being redeemed that would be due if the maturity date of such 2046 bonds were the 2046 Par Call Date (not including any portion of any payments of interest accrued to, but not including, the redemption date), discounted to the redemption date on a semi-annual basis at the Treasury Rate, plus 25 basis points (the “2046 Make-Whole Amount”); plus, in either case, accrued and unpaid interest to the redemption date. On or after the 2046 Par Call Date, the 2046 bonds will be redeemable at a redemption price equal to 100% of the principal amount of the 2046 bonds being redeemed, plus accrued and unpaid interest to the redemption date (2046 bonds).

Joint Book-Running Managers:		Barclays Capital Inc.
		Mizuho Securities USA Inc.
		U.S. Bancorp Investments, Inc.
		Wells Fargo Securities, LLC
		BNP Paribas Securities Corp.
		Citigroup Global Markets Inc.

Co-Managers:		BMO Capital Markets Corp.
		BNY Mellon Capital Markets, LLC
		J.P. Morgan Securities LLC
		KeyBanc Capital Markets Inc.
		Mitsubishi UFJ Securities (USA), Inc.
		PNC Capital Markets LLC
		RBC Capital Markets, LLC
		SMBC Nikko Securities America, Inc.
		SunTrust Robinson Humphrey, Inc.
		The Williams Capital Group, L.P.

CUSIP:		595620 AM7 (2024 bonds)

		595620 AP0 (2046 bonds)

ISIN:		US595620AM78 (2024 bonds)

		US595620AP00 (2046 bonds)

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Mizuho Securities USA Inc. toll-free at 1-866-271-7403, U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.

Exhibit 4.1

MIDAMERICAN ENERGY COMPANY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. ,

as Trustee

__________________________

AMENDMENT NUMBER 1

Dated as of October 15, 2015

__________________________

to the

SECOND SUPPLEMENTAL INDENTURE

Dated as of April 3, 2014

AMENDING THE BASE INDENTURE

Dated as of September 9, 2013

AND

ESTABLISHING AND CREATING

3.50% First Mortgage Bonds due 2024

4.40% First Mortgage Bonds due 2044

__________________________

AMENDMENT NUMBER 1, dated as of October 15, 2015 (this “ Amendment ”), between MIDAMERICAN ENERGY COMPANY, a corporation duly organized and existing under the laws of the State of Iowa (herein called the “ Company ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “ Trustee ”), to the Second Supplemental Indenture, dated as of April 3, 2014 (the “ Second Supplemental Indenture ”), between the Company and the Trustee, supplementing and amending the Indenture, dated as of September 9, 2013 (the “ Base Indenture ”), between the Company and the Trustee. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Base Indenture.

W I T N E S S E T H :

WHEREAS, the Company has heretofore executed and delivered to the Trustee the Second Supplemental Indenture providing for the issuance of the Company’s 3.50% First Mortgage Bonds due 2024 (the “ 2024 First Mortgage Bonds ”) and 4.40% First Mortgage Bonds due 2044 (collectively with the 2024 First Mortgage Bonds, the “ Bonds ”);

WHEREAS, Section 2.09 of the Second Supplemental Indenture provides that the Company may from time to time, without the consent of the holders of the Bonds of the applicable series, create and issue further securities having the same terms and conditions as the Bonds of such series in all respects, except for the original issue date, offering price and, in some circumstances, the initial interest accrual date and initial interest payment dates (such further securities, the “ Additional Bonds ”) and further provides that Additional Bonds of each series issued in this manner will be consolidated with, and form a single series with, the Bonds of such series and shall thereafter be deemed Bonds of such series for all purposes;

WHEREAS, the Company desires to create and issue Additional Bonds having the same terms and conditions as the 2024 First Mortgage Bonds, except for the original issue date, offering price, initial interest accrual date and initial interest payment date (such Additional Bonds, the “ Additional 2024 First Mortgage Bonds ”), which Additional 2024 First Mortgage Bonds shall be consolidated with, and form a single series with, the 2024 First Mortgage Bonds previously issued. The Additional 2024 First Mortgage Bonds will be known as the Company’s “3.50% First Mortgage Bonds due 2024” and will have the terms and provisions specified in the Second Supplemental Indenture with respect to the 2024 First Mortgage Bonds as further supplemented by this Amendment;

WHEREAS, the execution and delivery by the Company of this Amendment, and the terms of the 2024 First Mortgage Bonds and Additional 2024 First Mortgage Bonds herein referred to, have been duly authorized by the Board in or pursuant to appropriate resolutions; and

WHEREAS, all acts and things necessary to make the Additional 2024 First Mortgage Bonds, when executed by the Company and authenticated and delivered by the Trustee as provided in the Base Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding agreement according to its terms, have been done and performed;.

NOW, THEREFORE, THIS AMENDMENT WITNESSETH:

That in consideration of the premises and of the acceptance and purchase of the Additional 2024 First Mortgage Bonds by the holders thereof and of the acceptance of this trust by the Trustee, the Company covenants and agrees with the Trustee, for the equal benefit of the holders of the Additional 2024 First Mortgage Bonds, as follows:

1. General Terms And Conditions of the Additional Bonds

There are hereby authorized and established Additional 2024 First Mortgage Bonds designated the “3.50% First Mortgage Bonds due 2024” which shall be consolidated with, and form a single series with, the 2024 First Mortgage Bonds. The Additional Bonds will initially be limited to an aggregate principal amount of $200,000,000, and immediately after issuance of the Additional 2024 First Mortgage Bonds, the aggregate principal amount of 2024 First Mortgage Bonds, together with the Additional 2024 First Mortgage Bonds, will be $500,000,000. The terms and conditions of the Additional 2024 First Mortgage Bonds are the same as those of the 2024 First Mortgage Bonds as specified in the Second Supplemental Indenture as amended by this Amendment, provided that interest shall initially begin to accrue on the Additional 2024 First Mortgage Bonds only from October 15, 2015 and the first interest payment date therefor shall be April 15, 2016.

2. Construction

This Amendment is executed as and shall be construed as an indenture supplemental to the Base Indenture and shall be construed in connection with and as part of the Second Supplemental Indenture. The Second Supplemental Indenture shall be deemed to be modified as herein provided, but except as modified hereby, the Second Supplemental Indenture shall continue in full force and effect. The Second Supplemental Indenture as modified hereby shall be read, taken and construed as one and the same instrument.

Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Second Supplemental Indenture without making specific reference to this Amendment, but nevertheless all such references shall be deemed to refer to the Second Supplemental Indenture as amended hereby unless the context otherwise requires.

3. Effect of Headings

The headings herein are for convenience only and shall not affect the construction hereof.

4. Successors and Assigns

All covenants and agreements contained in this Amendment made by the Company shall bind its successors and assigns, whether so expressed or not.

5. Separability

In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6. Benefits of Amendment

Nothing in this Amendment, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the holders of the Additional 2024 First Mortgage Bonds, any benefit or any legal or equitable right, remedy or claim under this Amendment.

7. Execution and Counterparts

This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

8. Trustee Not Responsible for Recitals

The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Amendment. The Trustee shall not be accountable for the use or application by the Company of the Additional 2024 First Mortgage Bonds or the proceeds thereof.

9. Governing Law

This Amendment shall be governed by and construed in accordance with the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the TIA shall be applicable and except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Mortgage or exercise of remedies with respect to, such portion of the Mortgaged Property.

10. Effectiveness

This Amendment shall become effective upon execution by the Company and the Trustee.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereof have caused this Amendment to be duly executed by their respective officers or directors duly authorized thereto, all as of the day and year first above written.

MIDAMERICAN ENERGY COMPANY

By:	/s/ James C. Galt
	Name:	James C. Galt
	Title:	Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:	/s/ R. Tarnas
	Name:	R. Tarnas
	Title:	Vice President

[Amendment Number 1 to Second Supplemental Indenture]

Exhibit 4.2

MIDAMERICAN ENERGY COMPANY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

________________

THIRD SUPPLEMENTAL INDENTURE

Dated as of October 15, 2015

________________

ESTABLISHING AND CREATING

4.25% FIRST MORTGAGE BONDS DUE 2046

________________

THIRD SUPPLEMENTAL INDENTURE, dated as of October 15, 2015 (herein called the “ Third Supplemental Indenture ”), between MIDAMERICAN ENERGY COMPANY, a corporation duly organized and existing under the laws of the State of Iowa (herein called the “ Company ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “ Trustee ”), under the Base Indenture referred to below. Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Base Indenture.

W I T N E S S E T H :

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of September 9, 2013 as amended by the first supplemental indenture thereto dated September 19, 2013, as supplemented by the second supplemental indenture thereto dated April 3, 2014, as amended by amendment number 1 to the second supplemental indenture, dated as of October 15, 2015 (herein called the “ Base Indenture ”), to provide for the issuance from time to time of its first mortgage bonds, the form and terms of which are to be established as set forth in Section 2.01 of the Base Indenture;

WHEREAS, Section 15.01 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purpose establishing the form and terms of the Bonds (as defined in the Base Indenture) of any series as permitted by Section 2.01 of the Base Indenture;

WHEREAS, the Company desires to create an individual series of its first mortgage bonds upon the basis of Bondable Property (as defined in the Base Indenture) pursuant to Article III of the Base Indenture in aggregate principal amount of $450,000,000 to be designated the “4.25% First Mortgage Bonds due 2046” (the “ Bonds ”), and all action on the part of the Company necessary to authorize the issuance of the Bonds under the Base Indenture and this Third Supplemental Indenture has been duly taken;

WHEREAS, the execution and delivery by the Company of this Third Supplemental Indenture, and the terms of the Bonds herein referred to, have been duly authorized by the Board in or pursuant to appropriate resolutions; and

WHEREAS, all acts and things necessary to make the Bonds, when executed by the Company and authenticated and delivered by the Trustee as provided in the Base Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

That in consideration of the premises and of the acceptance and purchase of the Bonds by the holders thereof and of the acceptance of this trust by the Trustee, the Company covenants and agrees with the Trustee, for the equal benefit of the holders of the Bonds, as follows:

ARTICLE I
DEFINITIONS

Unless otherwise defined herein, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Base Indenture and the form of Bonds attached hereto as Exhibit A .

ARTICLE II
TERMS AND ISSUANCE OF THE BONDS

Section 2.01. Issue of Bonds . A series of first mortgage bonds, which shall be designated the “4.25% First Mortgage Bonds due 2046” shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Base Indenture and this Third Supplemental Indenture (including the form of Bonds set forth in Exhibit A ).

Section 2.02. Optional Redemption . The Bonds may be redeemed, in whole or in part, at the option of the Company pursuant to the terms set forth in Annex 1 . The provisions of Article IX of the Base Indenture shall also apply to any optional redemption of Bonds by the Company.

Section 2.03. Defeasance and Discharge . The provisions of Article XVIII of the Base Indenture shall be applicable to the Bonds.

Section 2.04. Place of Payment . The Place of Payment in respect of the Bonds will be initially at the Corporate Trust Office of The Bank of New York Mellon Trust Company, N.A. (which as of the date hereof is located at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust Administration).

Section 2.05. Form of Bonds; Incorporation of Terms . The form of the Bonds shall be substantially in the form of Exhibit A, the terms of which are herein incorporated by reference and which are part of this Third Supplemental Indenture. The Bonds shall be issued in global form as permitted by Section 2.01(c)(xviii) of the Base Indenture. The Bonds issued in global form shall be delivered by the Trustee to the Depositary, as the Holder thereof, or a nominee or custodian therefor, to be held by or on behalf of the Depositary in accordance with the Base Indenture.

Section 2.06. Exchange of the Bonds Issued in Global Form . The Bonds issued in global form shall be exchangeable for definitive Bonds only as provided in Section 2.06 of the Base Indenture.

Section 2.07. Regular Record Date for the Bonds . The Regular Record Date for the Bonds shall be the April 15 or October 15 (whether or not a Business Day) immediately prior to each Interest Payment Date.

Section 2.08. Authorized Denominations. Beneficial interests in the Bonds issued in global form, as well as definitive Bonds, may be held only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 2.09. Additional Bonds. The Company may from time to time, without the consent of the Holders of the Bonds, create and issue further securities having the same terms and conditions as the Bonds in all respects, except for the original issue date, offering price and, in some circumstances, the initial interest accrual date and initial interest payment date. Additional Bonds issued in this manner will be consolidated with, and form a single series with, the Bonds and shall thereafter be deemed Bonds of such series for all purposes.

ARTICLE III
DEPOSITARY

Section 3.01. Depositary . The Depository Trust Company, and their respective successors are hereby appointed Depositary with respect to the Bonds issued in global form.

ARTICLE IV
MISCELLANEOUS

Section 4.01. Execution as Supplemental Indenture . This Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture, this Third Supplemental Indenture forms a part thereof.

Section 4.02. Effect of Headings . The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 4.03. Successors and Assigns . All covenants and agreements contained in this Third Supplemental Indenture made by the Company shall bind its successors and assigns, whether so expressed or not.

Section 4.04. Separability Clause . In case any provision in this Third Supplemental Indenture or in the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.05. Benefits of Second Supplemental Indenture . Nothing in this Third Supplemental Indenture or in the Bonds, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Bonds, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

Section 4.06. Execution and Counterparts . This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 4.07. Trustee Not Responsible for Recitals . The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture or of the Bonds. The Trustee shall not be accountable for the use or application by the Company of the Bonds or the proceeds thereof.

Section 4.08. Governing Law . This Third Supplemental Indenture and the Bonds shall be governed by and construed in accordance with the law of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the TIA, shall be applicable and except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Mortgage or exercise of remedies with respect to, such portion of the Mortgaged Property.

[ SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, the parties hereof have caused this Third Supplemental Indenture to be duly executed by their respective officers or directors duly authorized thereto, all as of the day and year first above written.

MIDAMERICAN ENERGY COMPANY

By:	/s/ James C. Galt
	Name:	James C. Galt
	Title:	Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:	/s/ R. Tarnas
	Name:	R. Tarnas
	Title:	Vice President

[Third Supplemental Indenture]

EXHIBIT A

Form of 4.25% First Mortgage Bonds due 2046

REGISTERED

No.

ILL.C.C. No. ($ issued pursuant to Illinois Commerce Commission Docket No. )

MIDAMERICAN ENERGY COMPANY

___________

4.25% First Mortgage Bond due 2046

___________

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

The following summary of terms is subject to the provisions set forth below:

CUSIP: 595620 AP0

ORIGINAL ISSUE DATE: October 15, 2015

PRINCIPAL AMOUNT: $

MATURITY DATE: May 1, 2046 (“Maturity”)

INTEREST RATE: 4.25%

INTEREST PAYMENT DATES: May 1 and November 1, commencing May 1, 2016.

RECORD DATES: April 15 and October 15.

OPTIONAL REDEMPTION: x Yes o No

MidAmerican Energy Company, an Iowa corporation (herein called the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to CEDE & CO. or registered assigns the principal amount of ($ ), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on the Maturity Date specified above and to pay interest thereon, in such coin or currency, from and including the Original Issue Date specified above, or from and including the most recent Interest Payment Date specified above to which interest has been paid or duly provided for, as the case may be. Interest shall be paid in arrears semiannually on each Interest Payment Date in each year commencing on May 1, 2016, at the per annum Interest Rate set forth above until Maturity and the principal hereof is paid or made available for payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this global Bond is registered at the close of business on the Record Date specified above (whether or not a Business Day) next preceding such Interest Payment Date; provided , however , that interest payable on the Maturity Date or, if applicable, upon redemption, shall be payable to the Person to whom principal shall be payable. Payment of the principal of and any premium and interest on this global Bond shall be made on or before 10:30 A.M., New York City time or such other time as shall be agreed upon between the Trustee and the Depositary, of the day on which such payment is due, by wire transfer into the account specified by the Depositary; provided , however , that as a condition to the payment at the Maturity Date or upon redemption of any part of the principal of and any applicable premium on this global Bond, the Depositary shall surrender, or cause to be surrendered, this global Bond to the Trustee. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but not any tax or other governmental charge imposed on the Holder of this global Bond.

Under certain circumstances, this global Bond is exchangeable in whole or from time to time in part for a definitive individual Bond or Bonds, with the same Original Issue Date, Maturity Date, Interest Rate and redemption and other provisions as provided herein or in the Indenture.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GLOBAL BOND SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this global Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: October 15, 2015

	MIDAMERICAN ENERGY COMPANY

By:

		Name:
		Title:

Attest:

By:
	Name:	Paul J. Leighton
	Title:	Vice President, Secretary and
		Assistant General Counsel

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Bonds of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:

	Name:
	Authorized Signatory

iii

[REVERSE OF NOTE]

MIDAMERICAN ENERGY COMPANY
4.25% First Mortgage Bond due 2046

This global Bond is one of, and a global security which represents Bonds which are part of, the duly authorized 4.25% First Mortgage Bonds due 2046 of the Company (herein called the “Bonds”), issued under an Indenture dated as of September 9, 2013, as amended and supplemented (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders, and of the terms upon which the Bonds are, and are to be, authenticated and delivered.

Interest on this global Bond will be payable on the Interest Payment Date or Interest Payment Dates as specified on the face hereof and, in either case, at Maturity. Unless otherwise specified on the face hereof, payments on this global Bond with respect to any particular Interest Payment Date, redemption date or the Maturity Date will include interest accrued from and including the applicable Original Issue Date, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, to but excluding the particular Interest Payment Date, redemption date or the Maturity Date. Interest on this global Bond will be computed and paid on the basis of a 360-day year of twelve 30-day months.

All percentages resulting from any calculation with respect to this global Bond will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five one-millionths of a percentage point rounded upward) and all dollar amounts used in or resulting from any such calculation with respect to this global Bond will be rounded to the nearest cent (with one-half cent being rounded upward).

“Business Day” means, unless otherwise specified on the face hereof, any Monday, Tuesday, Wednesday, Thursday or Friday that in the City of New York, New York is not a day on which banking institutions are authorized or obligated by law or executive order to close. In any case when any Interest Payment Date, redemption date, or Maturity Date of any Bond shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of the Bonds) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, redemption date or at the Maturity Date, provided that no interest shall accrue for the period from and after such Interest Payment Date, redemption date or Maturity Date, as the case may be.

This global Bond is secured under the Company’s Mortgage, Security Agreement, Fixture Filing and Financing Statement between the Company and The Bank of New York Mellon Trust Company, N.A., as amended and supplemented from time to time (the “Mortgage”). Reference is made to the Mortgage for a description of the property mortgaged and pledged and the nature and extent of the security and to the Intercreditor and Collateral Trust Agreement among the Company, the Trustee and The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the Indenture for the rights of the holders of the Bonds and of the Trustee in respect thereof. Reference is made to the Indenture and the Mortgage for the terms and conditions upon which the Bonds are secured and the circumstances under which additional bonds may be issued.

This global Bond will be subject to redemption at the option of the Company on any date in whole or from time to time in part in increments of $2,000 or integral multiples of $1,000 in excess thereof, at the redemption prices specified in an annex attached to this global Bond, plus accrued interest on the principal amount thereof to be redeemed to the redemption date, but payments due with respect to this global Bond prior to the redemption date will be paid to the Person in whose name this global Bond is registered at the close of business on the relevant Record Date specified on the face hereof, all as provided in the Indenture. The Company may exercise such option by causing the Trustee to mail a notice of such redemption, not less than 30 nor more than 60 days prior to the redemption date, in accordance with the provisions of the Indenture. In the event of redemption of this global Bond in part only, this global Bond will be cancelled and a new global Bond representing the unredeemed portion hereof will be issued in the name of the Holder hereof. This global Bond is not subject to a sinking fund.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Bonds of all series that would be affected thereby. The Indenture also provides that the Holders of not less than a majority in principal amount of the Outstanding Bonds of all affected series may on behalf of the Holders of all Bonds of such series waive certain existing Events of Default and their consequences. Any such consent or waiver of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Bond.

As set forth in, and subject to, the provisions and limitations set forth in the Indenture, the Holders of at least a majority in principal amount of the Outstanding Bonds of all series shall have any right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

THIS GLOBAL BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

If at any time the Depositary for this global Bond notifies the Company that it is unwilling or unable to continue as Depositary for this global Bond or if at any time the Depositary for this global Bond shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to this global Bond. If a successor Depositary for this global Bond is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Bonds of this series, shall authenticate and deliver Bonds of this series in definitive form in an aggregate principal amount equal to the principal amount of this global Bond in exchange for this global Bond.

The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that the Bonds of this series shall no longer be represented by a global Bond. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Bonds of this series, shall authenticate and deliver, Bonds of this series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of this global Bond, in exchange for this global Bond.

The Company may from time to time, without the consent of Holders of the Bonds, create and issue further Bonds having the same terms and conditions as the Bonds in all respects, except for the Original Issue Date, issue price and, in some circumstances, the initial interest accrual date and initial interest payment date. Additional Bonds issued in this manner will be consolidated with, and form a single series with, the Bonds and shall thereafter be deemed Bonds for all purposes.

No reference herein to the Indenture and no provision of this global Bond or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this global Bond at the times, places and rate, and in the coin or currency, herein prescribed.

The Indenture contains provisions for the satisfaction and discharge of the Indenture upon compliance by the Company with certain conditions specified therein, which provisions apply to this global Bond.

The Indenture contains provisions for the defeasance and discharge of the Indenture upon compliance by the Company with certain conditions specified therein, which provisions apply to this global Bond.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this global Bond is registered as the owner of this global Bond for the purpose of receiving payment of principal of (and premium, if any) and interest on this global Bond and for all other purposes whatsoever, whether or not this global Bond be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

The Indenture and the Bonds are governed by and construed in accordance with the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the TIA shall be applicable and except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Mortgage or exercise of remedies with respect to, such portion of the Mortgaged Property.

All terms used in this global Bond which are defined in the Indenture but are not defined in this global Bond shall have the meanings assigned to them in the Indenture.

ANNEX 1

OPTIONAL REDEMPTION PROVISIONS

The Bonds will be redeemable, in whole or in part, at the Company’s option at any time or from time to time prior to maturity. Prior to November 1, 2045 (the “2046 Par Call Date”), the Bonds will be redeemable, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Bonds being redeemed and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds being redeemed that would be due if the Maturity Date of such Bonds were the 2046 Par Call Date (not including any portion of any payments of interest accrued to, but not including, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points (the “2046 Make-Whole Amount”); plus, in either case, accrued and unpaid interest on the principal amount of the Bonds being redeemed to the redemption date.

On or after the 2046 Par Call Date, the Bonds will be redeemable at a redemption price equal to 100% of the principal amount of the Bonds being redeemed, plus accrued and unpaid interest on the principal amount of the Bonds being redeemed to the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds to be redeemed (assuming that the Bonds matured on the 2046 Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Bond.

“Comparable Treasury Price” means, the Reference Treasury Dealer Quotation for such redemption date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Quotation Agent” means the Reference Treasury Dealer.

“Reference Treasury Dealer” means a primary United States government securities dealer in New York City appointed by the Company.

“Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day in New York City preceding such redemption date).

“Treasury Rate” means the rate per annum equal to the semi-annual equivalent or interpolated (on a day-count basis) yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

Notice of any redemption will be mailed (or as long as the Bonds are represented by one or more global Bonds, transmitted in accordance with DTC’s standard procedures therefor) at least 30 days but not more than 60 days before the redemption date to each holder of the Bonds to be redeemed. If, at the time notice of redemption is given, the redemption moneys are not held by the Trustee, the redemption may be made subject to their receipt on or before the redemption date and such notice shall be of no effect unless such moneys are so received. Upon payment of the redemption price, on and after the redemption date interest will cease to accrue on the Bonds or portions thereof called for redemption.

The Company shall give the Trustee notice of the redemption price with respect to a redemption pursuant to the first paragraph of this Annex 1 promptly after the calculation thereof and the Trustee shall not be responsible for such calculation.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

	TEN COM –		as tenants in common
	TEN ENT –		as tenants by the entireties
	JT TEN –		as joint tenants with right of survivorship and
			not as tenants in common
	UNIT GIFT MIN ACT –		_________________ (Cust) Custodian
			_________________ (Minor) under Uniform
			Gifts to Minors Act


			(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

__________________________________

Please print or typewrite name and address
including postal zip code of assignee

the within Bond and all rights thereunder, hereby irrevocably constituting and appointing _____________________ attorney to transfer said Bond on the books of the Company, with full power of substitution in the premises.

Dated:____________________


	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. The signature must be guaranteed by a commercial bank, a trust company or a member of the New York Stock Exchange.

Exhibit 4.3

REGISTERED

No.

ILL.C.C. No. ($ issued pursuant to Illinois Commerce Commission Docket No. )

MIDAMERICAN ENERGY COMPANY

________________

3.50% First Mortgage Bond due 2024

________________

The following summary of terms is subject to the provisions set forth below:

CUSIP: 595620 AM7

ORIGINAL ISSUE DATE: October 15, 2015

PRINCIPAL AMOUNT: $

MATURITY DATE: October 15, 2024

INTEREST RATE: 3.50%

INTEREST PAYMENT DATES: April 15 and October 15, commencing April 15, 2016.

RECORD DATES: April 1 and October 1.

OPTIONAL REDEMPTION: x Yes o No

MidAmerican Energy Company, an Iowa corporation (herein called the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to CEDE & CO. or registered assigns the principal amount of ($ ), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on the Maturity Date specified above and to pay interest thereon, in such coin or currency, from and including the Original Issue Date specified above, or from and including the most recent Interest Payment Date specified above to which interest has been paid or duly provided for, as the case may be. Interest shall be paid in arrears semiannually on each Interest Payment Date in each year commencing on April 15, 2016, at the per annum Interest Rate set forth above until Maturity and the principal hereof is paid or made available for payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this global Bond is registered at the close of business on the Record Date specified above next preceding such Interest Payment Date; provided , however , that interest payable on the Maturity Date or, if applicable, upon redemption, shall be payable to the Person to whom principal shall be payable. Payment of the principal of and any premium and interest on this global Bond shall be made on or before 10:30 A.M., New York City time or such other time as shall be agreed upon between the Trustee and the Depositary, of the day on which such payment is due, by wire transfer into the account specified by the Depositary; provided , however , that as a condition to the payment at the Maturity Date of any part of the principal of and any applicable premium on this global Bond, the Depositary shall surrender, or cause to be surrendered, this global Bond to the Trustee. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but not any tax or other governmental charge imposed on the Holder of this global Bond.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: October 15, 2015

	MIDAMERICAN ENERGY COMPANY

By:

		Name:	Calvin D. Haack
		Title:	Vice President and Treasurer

Attest:

By:
	Name:	Paul J. Leighton
	Title:	Vice President, Secretary and
		Assistant General Counsel

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Bonds of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:

	Name:
	Authorized Officer

iii

[REVERSE OF NOTE]

MIDAMERICAN ENERGY COMPANY
3.50% First Mortgage Bonds due 2024

This global Bond is one of, and a global security which represents Bonds which are part of, the duly authorized 3.50% First Mortgage Bonds due 2024 of the Company (herein called the “Bonds”), issued under an Indenture dated as of September 9, 2013, as amended and supplemented (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders, and of the terms upon which the Bonds are, and are to be, authenticated and delivered.

Interest on this global Bond will be payable on the Interest Payment Date or Interest Payment Dates as specified on the face hereof and, in either case, at Maturity. Unless otherwise specified on the face hereof, payments on this global Bond with respect to any particular Interest Payment Date or the Maturity Date will include interest accrued from and including the applicable Original Issue Date, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, to but excluding the particular Interest Payment Date or the Maturity Date. Interest on this global Bond will be computed and paid on the basis of a 360-day year of twelve 30-day months.

“Business Day” means, unless otherwise specified on the face hereof, any Monday, Tuesday, Wednesday, Thursday or Friday that in the City of New York, New York is not a day on which banking institutions are authorized or obligated by law or executive order to close. In any case when any Interest Payment Date, Redemption Date, or stated maturity of any Bond shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of the Bonds) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the stated maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or stated maturity, as the case may be.

This global Bond will be subject to redemption at the option of the Company on any date in whole or from time to time in part in increments of $2,000 or integral multiples of $1,000 in excess thereof, at the redemption prices specified in an annex attached to this global Bond, plus accrued interest on the principal amount thereof to the Redemption Date, but payments due with respect to this global Bond prior to the Redemption Date will be paid to the Person in whose name this global Bond is registered at the close of business on the relevant Record Date specified on the face hereof, all as provided in the Indenture. The Company may exercise such option by causing the Trustee to mail a notice of such redemption, not less than 30 nor more than 60 days prior to the Redemption Date, in accordance with the provisions of the Indenture. In the event of redemption of this global Bond in part only, this global Bond will be cancelled and a new global Bond representing the unredeemed portion hereof will be issued in the name of the Holder hereof. This global Bond is not subject to a sinking fund.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Bonds of each series that would be affected thereby. The Indenture also provides that the Holders of not less than a majority in principal amount of the Outstanding Bonds of any affected series may on behalf of the Holders of all Bonds of such series waive certain existing Events of Default and their consequences. Any such consent or waiver of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Bond.

As set forth in, and subject to, the provisions and limitations set forth in the Indenture, the Holders of at least a majority in principal amount of the Outstanding Bonds of each series shall have any right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series.

The Company may at any time and in its sole discretion determine that the Bonds of this series shall no longer be represented by a global Bond. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Bonds of this series, shall authenticate and deliver, Bonds of this series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of this global Bond, in exchange for this global Bond.

The Company may from time to time, without the consent of Holders of the Securities, create and issue further notes having the same terms and conditions as the Bonds in all respects, except for the Original Issue Date, issue price and, in some circumstances, the initial interest accrual date and initial interest payment date. Additional Bonds issued in this manner will be consolidated with, and form a single series with, the Bonds and shall thereafter be deemed Bonds for all purposes.

The Indenture and the Bonds are governed by and construed in accordance with the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of said state without regard to the conflicts of laws rules of said state.

All terms used in this global Bond which are defined in the Indenture but are not defined in this global Bond shall have the meanings assigned to them in the Indenture.

ANNEX 1

OPTIONAL REDEMPTION PROVISIONS

The Bonds will be redeemable as a whole at any time or in part, from time to time, at the option of the Company, at a redemption price equal to the sum of (a) the greater of (i) 100% of the principal amount of the Bonds being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date, computed by discounting such payments, in each case, to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus (b) accrued interest on the principal amount thereof to the redemption date.

On and after July 15, 2024, the Company may redeem all or any part of the Bonds, at the option of the Company, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Bond.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day in New York City preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, the Reference Treasury Dealer Quotation for such redemption date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary United States government securities dealer in New York City appointed by the Company.

“Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day in New York City preceding such redemption date).

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Bonds to be redeemed. If, at the time notice of redemption is given, the redemption moneys are not held by the Trustee, the redemption may be made subject to their receipt on or before the redemption date and such notice shall be of no effect unless such moneys are so received. Upon payment of the redemption price, on and after the redemption date interest will cease to accrue on Bonds or portions thereof called for redemption.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

	TEN COM –	as tenants in common
	TEN ENT –	as tenants by the entireties
	JT TEN –	as joint tenants with right of survivorship and
		not as tenants in common
	UNIT GIFT MIN ACT –	_________________ (Cust) Custodian
		_________________ (Minor) under Uniform
		Gifts to Minors Act


		(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

Please print or typewrite name and address
including postal zip code of assignee

Dated:____________________


	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. The signature must be guaranteed by a commercial bank, a trust company or a member of the New York Stock Exchange.

Exhibit 4.4

REGISTERED

No.

ILL.C.C. No. ($ issued pursuant to Illinois Commerce Commission Docket No. )

MIDAMERICAN ENERGY COMPANY

________________

4.25% First Mortgage Bond due 2046

________________

The following summary of terms is subject to the provisions set forth below:

CUSIP: 595620 AP0

ORIGINAL ISSUE DATE: October 15, 2015

PRINCIPAL AMOUNT: $

MATURITY DATE: May 1, 2046 (“Maturity”)

INTEREST RATE: 4.25%

INTEREST PAYMENT DATES: May 1 and November 1, commencing May 1, 2016.

RECORD DATES: April 15 and October 15.

OPTIONAL REDEMPTION: x Yes o No

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: October 15, 2015

	MIDAMERICAN ENERGY COMPANY

By:

		Name:
		Title:

Attest:

By:
	Name:	Paul J. Leighton
	Title:	Vice President, Secretary and
		Assistant General Counsel

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Bonds of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:

	Name:
	Authorized Signatory

iii

[REVERSE OF NOTE]

MIDAMERICAN ENERGY COMPANY
4.25% First Mortgage Bond due 2046

All terms used in this global Bond which are defined in the Indenture but are not defined in this global Bond shall have the meanings assigned to them in the Indenture.

ANNEX 1

OPTIONAL REDEMPTION PROVISIONS

“Comparable Treasury Price” means, the Reference Treasury Dealer Quotation for such redemption date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Quotation Agent” means the Reference Treasury Dealer.

“Reference Treasury Dealer” means a primary United States government securities dealer in New York City appointed by the Company.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

	TEN COM –	as tenants in common
	TEN ENT –	as tenants by the entireties
	JT TEN –	as joint tenants with right of survivorship and
		not as tenants in common
	UNIT GIFT MIN ACT –	_________________ (Cust) Custodian
		_________________ (Minor) under Uniform
		Gifts to Minors Act


		(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

Please print or typewrite name and address
including postal zip code of assignee

Dated:____________________


	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. The signature must be guaranteed by a commercial bank, a trust company or a member of the New York Stock Exchange.

Exhibit 5.1

[GDC Letterhead]

October 15, 2015

MidAmerican Energy Company
666 Grant Avenue
Des Moines, Iowa 50309

Re:

MidAmerican Energy Company
Registration Statement on Form S-3 (File No. 333-206980)

Ladies and Gentlemen:

We have acted as counsel to MidAmerican Energy Company, an Iowa corporation (the “ Company ”), in connection with the preparation and filing with the Securities and Exchange Commission (the “ Commission ”) of a Registration Statement on Form S-3, file no. 333-206980 (the “ Registration Statement ”), under the Securities Act of 1933, as amended (the “ Securities Act ”), the prospectus included therein, the preliminary prospectus supplement, dated October 5, 2015, filed with the Commission on October 5, 2015 pursuant to Rule 424(b) of the Securities Act (the “ Preliminary Prospectus Supplement ”), the final prospectus supplement, dated as of October 5, 2015, filed with the Commission on October 7, 2015 pursuant to Rule 424(b) of the Securities Act (the “ Final Prospectus Supplement ” and, collectively with the Preliminary Prospectus Supplement, the “ Prospectus Supplement ”), and the offering by the Company pursuant thereto of $200,000,000 aggregate principal amount of the Company’s 3.50% First Mortgage Bonds due 2024 (the “ 2024 Bonds ”) and $450,000,000 aggregate principal amount of the Company’s 4.25% First Mortgage Bonds due 2046 (the “ 2046 Bonds ” and, collectively with the 2024 Bonds, the “ Bonds ”).

The Bonds have been issued pursuant to the Indenture, dated as of September 9, 2013 (the “ Base Indenture ”), between the Company and The Bank of New York Mellon Trust Company, N.A., as indenture trustee (the “ Trustee ”), as amended by the First Supplemental Indenture, dated as of September 19, 2013 (the “ First Supplemental Indenture ”), as supplemented by the Second Supplemental Indenture, dated as of April 3, 2014 (the “ Second Supplemental Indenture ”) , as amended by Amendment Number 1 to the Second Supplemental Indenture, dated as of October 15, 2015 (the “ Amendment to the Second Supplemental Indenture ”), and as further supplemented by the Third Supplemental Indenture, dated as of October 15, 2015 (the “ Third Supplemental Indenture ” and together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “ Indenture ”) between the Company and the Trustee.

MidAmerican Energy Company
October 15, 2015

Page 2

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Amendment to the Second Supplemental Indenture, the Third Supplemental Indenture, the Bonds and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.

We are not admitted or qualified to practice law in the State of Iowa. Therefore, we have relied upon the opinion of Paul J. Leighton, Esq., Assistant General Counsel to the Company, filed as an exhibit to the Company’s Current Report on Form 8-K, filed on October 15, 2015, with respect to matters governed by the laws of Iowa.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, assuming the Company is validly existing and has all requisite power to execute, deliver and perform its obligations under, and has duly executed and delivered, the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Amendment to the Second Supplemental Indenture, the Third Supplemental Indenture and the certificates evidencing the global Bonds (collectively, the “ Specified Bond Documents ”), and the Trustee has duly authorized and validly executed and delivered the Specified Bond Documents, and the Bonds have been authenticated in accordance with the terms of the Indenture, the Bonds are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America. This opinion is limited to the effect of the current state of the laws of the State of New York and the United States of America and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

B. The opinions above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

MidAmerican Energy Company
October 15, 2015

Page 3

C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver (whether or not stated as such) under the Specified Bond Documents of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Specified Bond Documents of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any provision that would require payment of any unamortized original issue discount (including any original issue discount effectively created by payment of a fee); (vi) any purported fraudulent transfer “savings” clause; (vii) any provision in any Specified Bond Document waiving the right to object to venue in any court; (viii) any agreement to submit to the jurisdiction of any Federal court; (ix) any waiver of the right to jury trial or (x) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher

Exhibit 5.2

[MidAmerican Energy Company Letterhead]

October 15, 2015

MidAmerican Energy Company
666 Grand Avenue
Des Moines, Iowa 50309

Ladies and Gentlemen:

I am the Assistant General Counsel of MidAmerican Energy Company, an Iowa corporation (the “ Company ”). I have served in such capacity in connection with the preparation and filing with the Securities and Exchange Commission (the “ Commission ”) of a Registration Statement on Form S-3, file no. 333-206980 (the “ Registration Statement ”), under the Securities Act of 1933, as amended (the “ Securities Act ”), the prospectus included therein, the preliminary prospectus supplement, dated October 5, 2015, filed with the Commission on October 5, 2015 pursuant to Rule 424(b) of the Securities Act (the “ Preliminary Prospectus Supplement ”), the final prospectus supplement, dated as of October 5, 2015, filed with the Commission on October 7, 2015 pursuant to Rule 424(b) of the Securities Act (the “ Final Prospectus Supplement ” and, collectively with the Preliminary Prospectus Supplement, the “ Prospectus Supplement ”), and the offering by the Company pursuant thereto of $200,000,000 aggregate principal amount of the Company’s 3.50% First Mortgage Bonds due 2024 (the “ 2024 Bonds ”) and $450,000,000 aggregate principal amount of the Company’s 4.25% First Mortgage Bonds due 2046 (the “ 2046 Bonds ” and, collectively with the 2024 Bonds, the “ Bonds ”).

The Bonds have been issued pursuant to the Indenture, dated as of September 9, 2013 (the “ Base Indenture ”), between the Company and The Bank of New York Mellon Trust Company, N.A., as indenture trustee (the “ Trustee ”), as amended by the First Supplemental Indenture, dated as of September 19, 2013 (the “ First Supplemental Indenture ”), as supplemented by the Second Supplemental Indenture, dated as of April 3, 2014 (the “ Second Supplemental Indenture ”), as amended by Amendment Number 1 to the Second Supplemental Indenture (the “ Amendment to the Second Supplemental Indenture ”), dated as of October 15, 2015, and as further supplemented by the Third Supplemental Indenture, dated as of October 15, 2015 (the “ Third Supplemental Indenture ” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Amendment to the Second Supplemental Indenture, the “ Indenture ”) between the Company and the Trustee.

In arriving at the opinions expressed below, I have examined originals, or copies certified or otherwise identified to my satisfaction as being true and complete copies of the originals, of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Amendment to the Second Supplemental Indenture, the Third Supplemental Indenture, the Bonds and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as I have deemed necessary or advisable to enable me to render these opinions. In my examination, I have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to any facts material to these opinions, I have relied to the extent I deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.

MidAmerican Energy Company

October 15, 2015

Page 2

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that:

1. The Company is validly existing under the laws of its jurisdiction of incorporation and has all requisite power to execute, deliver and perform its obligations under the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Amendment to the Second Supplemental Indenture, the Third Supplemental Indenture and the certificates evidencing the global Bonds.

2. The Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Amendment to the Second Supplemental Indenture, the Third Supplemental Indenture and the certificates evidencing the global Bonds have been duly authorized by all necessary corporate or other action and have been duly executed and delivered by the Company.

I render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Iowa and the United States of America. This opinion is limited to the effect of the current state of the laws of the State of Iowa, the United States of America and the facts as they currently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplement. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

/s/ Paul J. Leighton
Paul J. Leighton, Esq.
Assistant General Counsel