<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>FORM OF SECOND SUPPLEMENTAL INDENTURE

<TEXT>



<PAGE>





                            MIDAMERICAN FUNDING, LLC



                                       and



                              THE BANK OF NEW YORK

                                   as Trustee



                      [___]% Senior Secured Notes due 2011



                          Second Supplemental Indenture



                           Dated as of March __, 2001



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     SECOND SUPPLEMENTAL INDENTURE, dated as of March __, 2001 (herein called

the "Second Supplemental Indenture"), between MIDAMERICAN FUNDING, LLC, an Iowa

limited liability company (hereinafter called the "Company"), and THE BANK OF

NEW YORK, a banking corporation organized under the laws of the state of New

York, as successor Trustee (hereinafter called the "Trustee") to IBJ Whitehall

Bank & Trust Company under the Original Indenture referred to below.



                                   WITNESSETH:



     WHEREAS, the Company has heretofore executed and delivered to the Trustee

an indenture dated as of March 11, 1999 (hereinafter called the "Original

Indenture"), as supplemented by the First Supplemental Indenture dated as of

March 11, 1999, to provide for the issuance from time to time of its secured

debentures, notes or other evidences of indebtedness, the form and terms of

which are to be established as set forth in Sections 201 and 301 of the Original

Indenture;



     WHEREAS, Section 901 of the Original Indenture provides, among other

things, that the Company and the Trustee may enter into indentures supplemental

to the Original Indenture for, among other things, the purpose of establishing

the form and terms of the Securities of any series as permitted in Sections 201

and 301 of the Original Indenture and of appointing an Authenticating Agent with

respect to the Securities of any series;



     WHEREAS, the Company desires to create one series of notes in an aggregate

principal amount of two hundred million dollars ($200,000,000) to be designated

the "[___]% Senior Secured Notes due 2011", (the "Securities"), and all action

on the part of the Company necessary to authorize the issuance of the Securities

under the Original Indenture and this Second Supplemental Indenture has been

duly taken; and



     WHEREAS, all acts and things necessary to make the Securities, when

executed by the Company and authenticated and delivered by the Trustee as

provided in the Original 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 SECOND SUPPLEMENTAL INDENTURE WITNESSETH:



     That in consideration of the premises and of the acceptance and purchase of

the Securities 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 holders of the Securities, as follows:



                                    ARTICLE I

                                   DEFINITIONS



     The use of the terms and expressions herein is in accordance with the

definitions, uses and constructions contained in the Original Indenture and the

form of Security attached hereto as Exhibit A.



                                       1

<PAGE>



                                   ARTICLE II

                      TERMS AND ISSUANCE OF THE SECURITIES



     Section 201. Issue of Securities. One series of bonds, which shall be

designated the "[___]% Senior Secured Notes due 2011", 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 Original

Indenture and this Second Supplemental Indenture (including the form of Security

set forth in Exhibit A). The aggregate principal amount of the [___]% Senior

Secured Notes due 2011 which may be authenticated and delivered under the Second

Supplemental Indenture shall not exceed $200,000,000.



     Section 202. Optional Redemption. The Securities may be redeemed, in whole

or in part, at the option of the Company pursuant to the terms set forth in

paragraph 2 of the Securities to be redeemed. The provisions of Article XI of

the Original Indenture shall also apply to any optional redemption of Securities

by the Company.



     Section 203. Limitation on Liens. The covenant provided by Section 1004 of

the Original Indenture shall be applicable to the Securities.



     Section 204. Limitation on Distributions. The covenant provided by Section

1005 of the Original Indenture shall be applicable to the Securities.



     Section 205. Limitation on Indebtedness of the Company. The covenant

provided by Section 1006 of the Original Indenture shall be applicable to the

Securities.



     Section 206. Place of Payment. The Place of Payment in respect of the

Securities will be in The City of New York, initially at the Corporate Trust

Office of The Bank of New York (which as of the date hereof is located at 101

Barclay Street, New York, New York 10286, Attention: Corporate Trust

Administration.



     Section 207. Form of Securities; Incorporation of Terms. The form of the

Securities shall be substantially in the form of Exhibit A, the terms of which

are herein incorporated by reference and which are part of this Second

Supplemental Indenture. The Securities shall be issued as one or more Global

Securities in fully registered form and one or more Definitive Securities in

fully registered form, as determined in accordance with Section 201 of the

Original Indenture. The Global Securities shall be delivered by the Trustee to

the Depositary, as the Holder thereof, or a nominee or custodian therefor, to be

held by the Depositary in accordance with the Original Indenture.



     Section 208. Exchange of the Global Securities. Each of the Global

Securities shall be exchangeable for Definitive Securities only as provided in

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