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                                                                    EXHIBIT 10.7



                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                      LONG-TERM INCENTIVE PARTNERSHIP PLAN

                    AS AMENDED AND RESTATED JANUARY 16, 2001

                                  PLAN DOCUMENT


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                       MidAmerican Energy Holdings Company

                      Long-Term Incentive Partnership Plan


                     ARTICLE I - PURPOSE AND EFFECTIVE DATE

1.1        PURPOSE. The purpose of this Long-Term Incentive Partnership Plan
           (hereinafter, 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 in incentive to
           align their interests with those of the Company.

1.2        EFFECTIVE DATE.  The Plan shall be effective as of March 14, 2000.


                            ARTICLE II - DEFINITIONS

For the purpose of the Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1        BASE SALARY. "Base Salary" means the base salary payable to a
           Participant with respect to employment services performed for the
           Company by the Participant and considered to be "wages" for purposes
           of federal income tax withholding during 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 duly
           authorized committee thereof.

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 thereof.




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2.5      DETERMINATION DATE. "Determination Date" means the last business day of
         each calendar month.

2.6      DISABILITY. "Disability" means a physical or mental condition that
         prevents the Participant from satisfactorily performing the
         Participant's usual duties for Company. The Chairman & CEO and the
         President shall determine the existence of Disability, in its sole
         discretion, and may rely on advice from a medical examiner satisfactory
         to the Committee 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 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. By way of
         example: The Year 2000 Incentive Award may relate to the performance of
         the Company over the calendar year 2000 (the Award Year), even though
         the Incentive Award will only be determinable in 2001.

2.9      INTEREST. "Interest" means the amount credited to each Participant's
         Incentive Accounts(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 may be either
         positive or negative to reflect the increase or decrease in value of
         the Incentive Account 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 investments 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.

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 &




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         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 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 respect 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 in
         the discretion of the Chairman & CEO and the President.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1      ELIGIBILITY AND PARTICIPATION. Eligibility to participate in the Plan
         shall be limited to those select key employees of Company who are
         designated by the Chairman & CEO and the President, from time to time.
         The Chairman and 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.



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                          ARTICLE IV - INCENTIVE AWARDS

4.1      ANNUAL AWARDS. 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 Net Income
         goal. The amount of the Incentive Award shall be determined as follows:


         If . . .                                       The Award Is . . .
         --------                                       ------------------
         After-tax Net Income less than or equal to     No contribution
         pre-determined goal

         After-tax Net Income exceeds goal by 0.01%     15% of excess
         - 3.25%

         After-tax Net Income exceeds goals by 3.251%   The amount above, plus
         - 6.0%                                         25% of excess over 3.25%

         After-tax Net Income exceeds goals by more     The amount above, plus
         than 6.0%                                      35% of excess over 6.0%


         The Net Income target for the subsequent year may be adjusted to add
         any Net Income shortfall from the current year.

4.2      ALLOCATION OF AWARDS. The amount of each Incentive Award shall be
         allocated among the eligible Participants in the following manner:

         a)   Initial Allocation. The Nomination Committee shall make
              recommendations to the Chairman & CEO and the President to
              allocate seventy-five percent (75%) of the value of the Incentive
              Award for that year. The Chairman & CEO and the President shall
              either accept these recommendations or make adjustments that may
              increase, decrease or eliminate any allocation to any individual
              Participant. Such allocation (and adjustments, if any) shall be
              made and communicated to the Participants prior to February 15th
              of the Award Year, except for the initial plan year.

         b)   Performance Allocation. The Nomination Committee shall make
              recommendations to the Chairman & CEO and the President as to the
              allocation of the remaining twenty-five percent (25%) of the
              Incentive Award 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 allocation to
              any individual Participant. Such allocation (and adjustments, if
              any) shall be made and communicated to the Participants prior to
              February 15th of the year following the Award Year. Any award that
              is not allocated to Participants will be returned to the Company
              as an offset to Plan expenses.


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          c)  Maximum Allocation. Notwithstanding the above, 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 and 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 1st 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 as of the day determined by the Chairman & CEO and the
         President but in no event shall the date be later than March 1st 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 as of the date of such
         distribution.

4.4      REDUCTIONS OF AWARDS. The Chairman and 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, risk management or
         other goals established by the Chairman and CEO and the President. The
         determination of whether any applicable goals have been achieved with
         respect to an Incentive Award shall be determined as of the time that
         the dollar value of that Incentive Award is determined in Section 4.3
         above.


                          ARTICLE V - INCENTIVE ACCOUNT

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 Awards allocated to each Participant plus any
         Interest earned thereon shall be added to such Participant's Incentive
         Account. These Incentive Accounts shall be used solely to calculate the
         amount payable to each Participant under the Plan and shall not
         constitute a separate fund of assets.

5.2      TIMING OF CREDITS. The value of a Participant's share of any Incentive
         Award shall be credited to a Participant's Incentive Account as of the
         day determined by the Chairman and CEO and the President but in no
         event shall the date be later than March 1st of the year following the
         Award Year. Each Incentive Account shall be increased or decreased by
         the Interest credited on each Determination Date as though the balance
         of that Incentive Account as of the beginning of the year had been
         invested in the applicable Valuation Funds chosen by the Investment
         Committee. Any distributions to a Participant shall reduce the
         Participant's Incentive Account as of the date of such distribution.

5.3      VESTING OF ACCOUNTS. Each Participant shall be twenty percent (20%)
         vested in his or her Incentive Account at December 31st of the Award
         Year and an additional twenty



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         percent (20%) for each subsequent year except that the Participant
         shall be considered to be one hundred percent (100%) vested in the
         event of Retirement or in the event of termination of service as a
         result of a Disability or death. Participants must be employed on
         December 31st to vest for the year. Vesting will not be prorated if
         termination occurs during the year except for Retirement, Disability or
         death.

5.4      STATEMENT OF ACCOUNTS. The Company shall give to each Participant a
         statement showing the balances in the Participant's Incentive Account
         no less frequently than on an annual basis.

                           ARTICLE VI - PLAN BENEFITS

6.1      NORMAL BENEFIT. The balance of each Participant's Incentive Account
         shall be paid no earlier than four (4) years, eleven (11) months from
         the beginning of the Award Year and no later than the fifth anniversary
         of the beginning of the Award Year. Unless modified pursuant to Section
         6.3 below, such amount shall be paid in the form of a lump sum.

6.2      EARLY TERMINATION BENEFIT. In the event that a Participant terminates
         service with the Company prior to the fifth anniversary of an Award
         Year, the Participant shall receive the vested portion of the Incentive
         Account(s) as of the most recent Determination Date, payable in a lump
         sum. The amount shall be paid as soon as practical after the
         termination of service, but in no event later than thirty (30) days
         from the date of termination.

6.3      DEFERRED BENEFIT (U.S. ONLY). With respect to any Incentive Account,
         the Participant may elect, in a manner acceptable to the Company, to
         defer the receipt of certain benefits due under this Plan by filing an
         election to do so no later than December 15th after the third
         anniversary of the beginning of the Award Year relating to the
         Incentive Account to be deferred:

         a)   Such election must be accepted by the Administrative Committee of
              the MidAmerican Energy Holdings Company Executive Voluntary
              Deferred Compensation Plan.

         b)   The balance of the Incentive Account as of the fifth anniversary
              of the Award Year shall be transferred to the MidAmerican Energy
              Holdings Company Executive Voluntary Deferred Compensation Plan as
              of that date and shall thereafter be subject to the terms and
              conditions of that plan;

         c)   Such an election shall only permit the deferral of benefits
              payable under Section 6.1 above, and shall not defer the receipt
              of benefits payable under any other provision of the Plan; and

         d)   The acceptance of such an election shall completely satisfy and
              discharge all obligations on the part of the Company to the
              Participant (and the Participant's Beneficiary) with respect to
              such Incentive Account, and the Participant's (and



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         Participant's Beneficiary's) rights under the Plan with respect to such
         Incentive Account shall terminate.

         By way of example: A Participant may elect to defer the receipt of his
         Year 2000 Incentive Account by filing an election to do so prior to
         December 15, 2003. If such election is in a form acceptable to the
         Company and the election is accepted by the Administrative Committee of
         the MidAmerican Energy Holdings Company Executive Voluntary Deferred
         Compensation Plan, the balance of the vested portion of that plan year
         Incentive Account as of December 31, 2004 shall be considered to be
         transferred to the MidAmerican Energy Holdings Company Executive
         Voluntary Deferred Compensation Plan as of that date, and all
         obligations with respect to the Year 2000 Incentive Account for that
         Participant shall be deemed to be satisfied.

6.4      DEATH BENEFIT. In the event of the death of a Participant prior to
         complete payment of any Incentive Account, the Participant's
         Beneficiary shall receive the remaining, vested balance of the
         Incentive Account(s) determined as if the Participant had terminated
         service as of the date of death. Such amounts shall be paid in a lump
         sum as soon as practical after the death of the Participant, but in no
         event later than thirty (30) days from the date of the Participant's
         death.

6.5      WITHHOLDING AND PAYROLL TAXES. The Company shall withhold from any
         payments made pursuant to the Plan any taxes required to be withheld
         from such payments under law. A Beneficiary, however, may elect not to
         have withholding of federal income tax pursuant to Section 3405(a)(2)
         of the Code, or any successor provision thereto (U.S. only).

6.6      PAYMENT TO GUARDIAN. If a Plan benefit is payable to a minor, a person
         declared incompetent or a person incapable of handling the disposition
         of the property, the Company may direct payment to the guardian, legal
         representative or person having the care and custody of such minor,
         incompetent or person. The Company may require proof of incompetence,
         incapacity or guardianship, as it may deem appropriate prior to
         distribution. Such distribution shall completely discharge the Company
         from all liability with respect to such benefit.

6.7      EFFECT OF PAYMENT. The full payment of the applicable benefit under
         this Article VI shall completely discharge all obligations on the part
         of the Company to the Participant (and the Participant's Beneficiary)
         with respect to the operation of the Plan, and the Participant's (and
         Participant's Beneficiary's) rights under the Plan shall terminate.


                      ARTICLE VII - BENEFICIARY DESIGNATION


7.1      BENEFICIARY DESIGNATION. Each Participant shall have the right, at any
         time, to designate one (1) or more persons or entity as Beneficiary
         (both primary as well as secondary) to




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         whom benefits under the Plan shall be paid in the event of
         Participant's death prior to complete distribution of the Participant's
         Incentive Account balance. Each Beneficiary designation shall be in a
         written form prescribed by the Company and shall be effective only when
         filed with the Company during the Participant's lifetime. Designation
         by a married Participant to anyone other than the Participant's spouse
         shall not be effective unless the spouse executes a written consent
         that acknowledges the effect of the designation, or it is established
         that the consent cannot be obtained because the spouse cannot be
         located.

7.2      CHANGING BENEFICIARY. Any Beneficiary designation may be changed by an
         unmarried Participant without the consent of the previously named
         Beneficiary by the filing of a new Beneficiary designation with the
         Company. A married Participant's Beneficiary designation may be changed
         by a Participant with the consent of the Participant's spouse as
         provided for in Section 7.1 above. The filing of a new designation
         shall cancel all designations previously filed.

7.3      CHANGE IN MARITAL STATUS.  If the Participant's marital status changes
         after the Participant has designated a Beneficiary, the following shall
         apply:

         a)   If the Participant is married at death but was unmarried when the
              designation was made, the designation shall be void unless the
              spouse has consented to it in the manner prescribed in Section 7.1
              above.

         b)   If the Participant is unmarried at death but was married when the
              designation was made:

              i)   The designation shall be void if the spouse was named as
                   Beneficiary.
              ii)  The designation shall remain valid if the spouse was not
                   named and a non-spouse Beneficiary was named.

         c)   If the Participant was married when the designation was made and
              is married to a different spouse at death, the designation shall
              be void unless the new spouse has consented to it in the manner
              prescribed in Section 7.1 above.

7.4      NO BENEFICIARY DESIGNATION. If any Participant fails to designate a
         Beneficiary in the manner provided above, if the designation is void,
         or if the Beneficiary designed by a deceased Participant dies before
         the Participant or before complete distribution of the Participant's
         benefits, the Participant's Beneficiary shall be the person in the
         first of the following classes in which there is a survivor:

         a)   The Participant's surviving spouse;

         b)   The Participant's children (including step children) in equal
              shares, except that if any of the children predeceases the
              Participant but leaves surviving issue, then such issue shall take
              by right of representation the share the deceased child would have
              taken if living;


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         c)   The Participant's estate.

7.5      EFFECT OF PAYMENT. Payment to the Beneficiary shall completely
         discharge the Company's obligations under the Plan and the Company may
         require a release to that effect from the Beneficiary prior to the
         distribution.

                          ARTICLE VIII - ADMINISTRATION

8.1      BINDING EFFECT OF DECISIONS. The decision or action of the Chairman &
         CEO and the President with respect to any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations promulgated hereunder shall be
         final, conclusive and binding upon all persons having an interest in
         the Plan.

                          ARTICLE IX - CLAIMS PROCEDURE


9.1      CLAIM. Any person or entity claiming a benefit, requesting an
         interpretation or ruling under the Plan (hereinafter referred to as
         "Claimant"), or requesting information under the Plan shall present the
         request in writing to the Chairman & CEO and President, who shall
         respond in writing as soon as practical. The decision shall be in
         writing and shall state the reasons and the relevant Plan provisions.
         All decisions on review shall be final and bind all parties concerned.

9.2      DENIAL OF CLAIM.  If the claim or request is denied, the written notice
         of denial shall state:

         a)   The reasons for denial, which specific reference to the Plan
              provisions on which the denial is based;

         b)   A description of any additional material or information required
              and an explanation of why it is necessary; and

         c)   An explanation of the Plan's claim review procedure.

9.3      FINAL DECISION. The decision on review shall normally be made within
         sixty (60) days after receipt of Claimant's claim or request. If an
         extension of time is required for a hearing or other special
         circumstances, the Claimant shall be notified and the time limit shall
         be one hundred twenty (120) days.


                  ARTICLE X - AMENDMENT AND TERMINATION OF PLAN

10.1     AMENDMENT. The Board may at any time amend the Plan by written
         instrument, notice of which is given to all Participants and to
         Beneficiary receiving payments, except that no amendment shall reduce
         any vested benefit or amount accrued in any Incentive Account or any
         deferral election as of the date such notice of the amendment is given.


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10.2     COMPANY'S RIGHT TO TERMINATE. The Board may at any time partially or
         completely terminate the Plan by written instrument, notice of which is
         given to all Participants and to any Beneficiary receiving payments if,
         in its judgment, the tax, accounting or other effects of the
         continuance of the Plan, or potential payments would not be in the best
         interests of the Company provided that no such termination shall reduce
         any vested benefit and the amount accrued in any Incentive Account or
         any deferral election as of the date such notice of termination is
         given.

10.3     PARTIAL TERMINATION. The Board may partially terminate the Plan and if
         such a partial termination occurs, the Plan shall continue to operate
         and be effective with regard to Incentive Awards allocated prior to the
         effective date of such partial termination.

10.4     PAYMENT ON TERMINATION. In the event of a complete or partial
         termination hereunder, the Plan shall cease to operate or as to a
         partial termination, the Plan shall cease only with respect to the part
         terminated and the Company shall distribute each Incentive Account to
         the appropriate Participant or Beneficiary. Payment shall be made as a
         lump sum within thirty (30) days of Plan termination unless deferral
         elections are effective, in which case payments shall be made to a
         Participant's (or Beneficiary's) account in such deferral plan.

                           ARTICLE XI - MISCELLANEOUS

11.1     UNFUNDED PLAN. This plan is unfunded plan maintained primarily to
         provide deferred compensation benefits for a select group of
         "management or highly-compensated employees" within the meaning of
         Sections 201, 301, and 401 of the Employee Retirement Income Security
         Act of 1974, as amended ("ERISA"), and therefore is exempt from the
         provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the
         Board may terminate the Plan and make no further benefit payments or
         remove certain employees as Participants if it is determined by the
         United States Department of Labor, a court of competent jurisdiction,
         or an opinion of counsel that the Plan constitutes an employee pension
         benefit plan within the meaning of Section 3 (2) of ERISA (as currently
         in effect or hereafter amended) which is not so exempt.

11.2     COMPANY OBLIGATION. The obligation to make benefit payments to any
         Participant under the Plan shall be an obligation solely of the Company

11.3     UNSECURED GENERAL CREDITOR. Notwithstanding any other provision of this
         Plan, Participants and Participants' Beneficiary shall be unsecured
         general creditors, with no secured or preferential rights to any assets
         of the appropriate Company or any other party for payment of benefits
         under the Plan. Any property held by Company for the purpose of
         generating the cash flow for benefit payments shall remain its general,
         unpledged and unrestricted assets. Company's obligation under the Plan
         shall be an unfunded and unsecured promise to pay money in the future.



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11.4     TRUST FUND. Company shall be responsible for the payment of all
         benefits provided under the Plan. At its discretion, Company may
         establish one (1) or more trusts for the purpose of assisting in the
         payment of such benefits. Although such a trust shall be irrevocable,
         its assets shall be held for payment of all Company's general creditors
         in the event of insolvency. To the extent any benefits provided under
         the Plan are paid from any such trust, Company shall have no further
         obligation to pay them. If not paid from the trust, such benefits shall
         remain the obligation of Company.

11.5     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate or convey in
         advance of actual receipt the amounts, if any, payable hereunder, or
         any part thereof, which are, and all rights to which are, expressly
         declared to be unassignable and non-transferable except only pursuant
         to the designated Beneficiary in the event of death or Disability or
         pursuant to a legal will or the laws of intestate succession. No part
         of the amounts payable shall, prior to actual payment, be subject to
         seizure or sequestration for the payment of any debts, judgments,
         alimony or separate maintenance owed by a Participant or any other
         person, nor be transferable by operation of law in the event of a
         Participant's or any other person's bankruptcy or insolvency.

11.6     NOT A CONTRACT OF EMPLOYMENT. This Plan shall not constitute a contract
         of employment between Company and the Participant. Nothing in this Plan
         shall give a Participant the right to be retained in the service of the
         Company or to interfere with the right of the Company to discipline or
         discharge a Participant at any time.

11.7     PROTECTIVE PROVISIONS. A Participant will cooperate with Company by
         furnishing any and all information requested by Company, in order to
         facilitate the payment of benefits hereunder.

11.8     GOVERNING LAW. The provisions of this Plan shall be construed and
         interpreted according to the laws of the State of Iowa, except as
         preempted by federal law.

11.9     VALIDITY. If any provision of this Plan shall be held illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but the Plan shall be construed and
         enforced as if such illegal and invalid provision had never been
         inserted herein.

11.10    NOTICE. Any notice required or permitted under the Plan shall be
         sufficient if in writing and hand delivered or sent by registered or
         certified mail. Such notice shall be deemed given as of the date of
         delivery or, if delivery is made by mail, as of the date shown on the
         postmark on the receipt for registration or certification. Mailed
         notice to the Chairman & CEO and the President shall be directed to the
         Company's address. Mailed notice to a Participant or Beneficiary shall
         be directed to the individual's last known address in Company's
         records.


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11.11    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of Company and its successors and assigns. The term successors
         as used herein shall include any corporate or other business entity
         which shall, whether by merger, consolidation, purchase or otherwise
         acquire all or substantially all of the business and assets of Company,
         and successors of any such corporation or other business entity.

11.12    TAXING AUTHORITY. If a Participant is subject to a taxing authority or
         jurisdiction which would cause an Incentive Account to be recognized
         and taxed as income by that authority or jurisdiction prior to the time
         it would otherwise be payable under the terms of the Plan, then the
         provisions of the Plan, as applied to that Participant, shall be
         modified such that if the Participant is terminated for cause, as
         defined by the Chairman & CEO and the President, prior to the time an
         Incentive Account is payable, the Participant shall be considered zero
         percent (0%) vested in such award and the entire Incentive Account
         shall be forfeited.


                                          MidAmerican Energy Holdings Company

                                          By: /s/ Gregory E. Abel
                                              --------------------------------

                                          Dated: April 18, 2000
                                                 -----------------------------