LONG-TERM INCENTIVE PARTNERSHIP PLAN

1.1

Purpose .   The purpose of this Long-Term Incentive Partnership Plan (the “Plan”) is to permit a select group of management employees of MidAmerican Energy Holdings Company and its subsidiaries to share in significant increases in the value of the Company realized through the efforts of these individuals. It is intended that the Plan, by providing this award and deferral opportunity (U.S. only), will assist the Company in retaining and attracting individuals of exceptional ability and will act as an incentive to align their interests with those of the Company.

1.2

Effective Date . The Plan was effective as of March 14, 2000, subsequently restated effective as of January 1, 2003, with the current Plan effective as of January 1, 2004.

2.1

Base Salary . “Base Salary” means the annual base salary rate payable to a Participant effective January 1 of the calendar year unless the Participant is a part of the CE U.K. pay review, in which case it is the annual base salary rate effective April 1 of the calendar year. For purposes of the Plan, Base Salary shall be calculated before reduction for any amounts deferred by the Participant pursuant to the Company’s tax qualified plans which may be maintained under Section 401(k) or Section 125 of the Internal Revenue Code of 1986, as amended (the “Code”), or pursuant to the MidAmerican Energy Holdings Company Executive Voluntary Deferred Compensation Plan or any other non-qualified plan which permits the voluntary deferral of compensation. Inclusion of any forms of compensation other than such “wages” and deferred “wages” is subject to approval of the Chairman & CEO and the President.

2.2

Beneficiary . “Beneficiary” means the person, persons or entity, as designated by the Participant, entitled under Article VII to receive any Plan benefits payable after the Participant’s death.

2.3

Board . “Board” means the Board of Directors of the Company or any duly authorized committee.

2.4

Company . “Company” means MidAmerican Energy Holdings Company, a Des Moines Iowa based corporation, and any directly or indirectly affiliated subsidiary corporations, any other affiliate designated by the Board, or any predecessor or successor to the business of any thereof.

2.5

Determination Date . “Determination Date” means each business day on which the New York Stock Exchange is open for business.

2.6

Disability . “Disability” means a physical or mental condition that prevents the Participant from satisfactorily performing the Participant’s usual duties for the Company. The Chairman & CEO and the President shall determine the existence of Disability, in their sole reasonable discretion, and may rely on advice from a medical examiner satisfactory to them in making the determination.

2.7

Incentive Account(s) . “Incentive Account(s)” means the account or accounts maintained on the books of the Company with respect to each Incentive Award and used solely to calculate the amount which may be payable to each Participant under the Plan and shall not constitute a separate fund of assets. Participants may have more than one Incentive Account maintained on their behalf.

2.8

Incentive Award(s) . “Incentive Award(s)” means the award determined and allocated under the terms of the Plan. Each Incentive Award(s) shall be designated by the year to which the award relates (the “Award Year”) even though the value of the award may be determined and credited to a Participant’s Incentive Account in a subsequent year. An example: The Year 2003 Incentive Award may relate to the performance of the Company over the calendar year 2003 (the Award Year), even though the Incentive Award will only be determinable in 2004.

2.9

Interest . “Interest” means the amount credited to each Participant’s Incentive Account(s) on each Determination Date, which shall be based on the Valuation Funds chosen by the Investment Committee as provided in Section 2.16, below and in a manner consistent with Section 5.2. Such credits to a Participant’s Incentive Account(s) may be either positive or negative to reflect the increase or decrease in value of the Incentive Account(s) in accordance with the provisions of this Plan.

2.10

Investment Committee . “Investment Committee” means the Participants of the Plan in the current Award Year. The Investment Committee shall designate the investment of the entire balance of all awards in one or more of the Valuation Funds for the sole purpose of determining the amount of Interest to be credited or debited to each Incentive Account(s).

2.11

Net Income . “Net Income” means the definition as applied under Generally Accepted Accounting Principles. The Chairman & CEO and the President may adjust Net Income for extraordinary and non-recurring events, when appropriate.

2.12

Nomination Committee . “Nomination Committee” means a group of Participants appointed by the Chairman & CEO and the President each plan year for the purposes of recommending the Initial and Performance Allocations.

2.13

Participant . “Participant” means any employee who is eligible, pursuant to Article III, below, to participate in this Plan, and who has been so notified by the Chairman & CEO and the President. Such employee shall remain a Participant in this Plan for any award that has been made until such time as all benefits payable for that specific Award Year have been paid in accordance with the provisions hereof. A Participant may have an Incentive Account(s) and not be chosen to participate in a subsequent Award Year. In addition, a Participant may be designated as an Associate Participant under the terms of this Plan, and the rights and benefits attributable to these Associate Participants shall be those attributable to Participants under this Plan, unless clearly set forth otherwise. An Associate Participant may also be referred to as an “Associate” which term shall have the same meaning in all respects as Associate Participant. Likewise, a Participant may alternatively be referred to as a “Partner” which term shall have the same meaning in all respects as Participant. The use of the term “Partner” is not intended to, and does not convey any additional rights or responsibilities to a Participant.

2.14

Plan . “Plan” means this Long-Term Incentive Partnership Plan as amended from time to time.

2.15

Retirement . “Retirement” means the termination of employment with the Company of the Participant after attaining age fifty-five (55) and five (5) years of service.

2.16

Valuation Funds . “Valuation Funds” means one or more of the independently established funds or indices that are identified and listed in Exhibit A. These Valuation Funds are used solely to calculate the Interest that is credited to each Incentive Account(s) in accordance with Article V, and does not represent, nor should it be interpreted to convey any beneficial interest on the part of the Participant in any specific asset or other property of the Company. The determination of the increase or decrease in the performance of each Valuation Fund shall be made by the Chairman & CEO and the President in their reasonable discretion by reference to the performance of such Valuation Funds. The Chairman & CEO and the President shall select the various Valuation Funds available to the Investment Committee pursuant to the Plan and shall set forth a list of these Valuation Funds attached hereto as Exhibit A, which may be amended from time to time at the discretion of the Chairman & CEO and the President.

3.1

Eligibility . Eligibility to participate in the Plan shall be limited to those select key employees of the Company who are designated by the Chairman & CEO and the President from time to time. The Chairman & CEO and the President of the Company may designate certain key employees of the Company as Associate Participants to reflect their contributions to the success of the Company. Such Associate Participant may later be designated as a full Participant, in which event, the benefits due under this Plan, including any Allocations, shall be determined as set forth for a full Participant from the date specified.

3.2

Participation .   An employee’s participation in the Plan for any Award Year shall be effective upon notification to the employee by the Chairman & CEO and the President.

4.1

Annual Award . Prior to the beginning of each year, the Chairman & CEO and the President shall determine whether an Incentive Award shall be granted for the current plan year. If an Incentive Award is granted, the Chairman & CEO and the President will establish the award categories based upon Net Income target goals or such other criteria, as they deem appropriate for the plan year. The amount of the Incentive Award shall be determined as described in the Plan Summary each plan year.

4.2

Allocation of Points . The amount of each Incentive Award shall be allocated among the eligible Participants in the following manner:

a)

Initial Point Allocation . The Nomination Committee shall make recommendations to the Chairman & CEO and the President to allocate initial points among participants for that year. The Chairman & CEO and the President shall either accept these recommendations or make adjustments that may increase, decrease or eliminate any initial point allocation to any individual Participant. Any points that are not allocated to Participants may be either refunded to the Company or reallocated at a later date as initial points or performance points at the discretion of the Chairman & CEO and the President.

b)

Performance Point Allocation . The Nomination Committee shall make recommendations to the Chairman & CEO and the President to allocate all, or a portion of, the remaining points for the Award Year, among the eligible Participants. The Chairman & CEO and the President shall either accept these recommendations or make adjustments that may increase, decrease or eliminate any such remaining point allocation to any individual Participant. Any award that is not allocated to Participants will be returned to the Company as an offset to Plan expenses.

c)

Maximum Allocation . Notwithstanding the above, the dollar value of the sum of the Initial and Performance Allocations made on behalf of any Participant for any single Award Year shall not exceed one hundred fifty percent (150%) of that Participant’s Base Salary for that Award Year.

4.3

Determination of Annual Awards . The dollar value of any Incentive Award shall be determined by the Chairman & CEO and the President as soon as practical after the close of the Award Year, but in no event shall the dollar value of the Award be determined later than March 1 ^st of the year following the Award Year. The value of a Participant’s share of any Incentive Award shall be credited to a Participant’s Incentive Account(s) as of the day determined by the Chairman & CEO and the President but in no event shall the date be later than March 1 ^st of the year following the Award Year. Interest shall be credited (or debited) on each Determination Date. Any distributions to a Participant shall reduce the Participant’s Incentive Account(s) as of the date of such distribution.

4.4

Reduction of Awards . The Chairman & CEO and the President may, in their sole discretion, establish certain criteria that must be met for an Incentive Award to become effective. These criteria may include the achievement of certain safety performance goals, environmental, risk management or other goals established by the Chairman & CEO and the President. The determination of whether any applicable goals have been achieved with respect to an Incentive Award shall be determined by the Chairman & CEO and the President, as of the time that the dollar value of that Incentive Award is determined in Section 4.3 above.

5.1

Accounts . The Company shall maintain a separate bookkeeping account on behalf of each Participant in the Plan for each Incentive Award. The value of any Incentive Award(s) allocated to each Partic