exhibit10-6.htm


    
      

      

    

     

    Exhibit
10.6

    


    


    February
9, 2009

    


    


    


    Mr.
Gregory E. Abel

    1545 Glen
Oaks Drive

    West Des
Moines, IA 50266

    


    Dear
Greg:

    


    The Board
of Directors of MidAmerican Energy Holdings Company (“MEHC”) is pleased to award
you the following incremental profit sharing plan in recognition of your past
efforts and our expectation of your future contributions.  Your
existing employment agreement, salary, bonus, stock, stock option and benefit
plans are unaffected by this incremental profit sharing plan (the
“Plan”).

    


    The Plan
consists of three potential award levels based upon which of the diluted
earnings per share (“EPS”) targets MEHC reached over the 2009 through 2013
period. You will receive such profit sharing amount no later than February 28,
2014 if you are employed by MEHC pursuant to and in compliance with your
employment agreement through calendar year 2013 or your employment was
terminated by MEHC without cause (as defined in your employment agreement) or by
death.

    


    The one
time profit sharing amount which you can achieve is as follows:

    


    
      
        	 
      	
                1.

              	
                If
      MEHC’s EPS for any calendar year through calendar year end 2013 are
      greater than $23.14 per share, but less than or equal to $24.24 per share,
      you will receive $12,000,000; or

              
	 
      	 
      	 
      
	 
      	
                2.

              	
                If
      MEHC’s EPS for any calendar year through calendar year end 2013 are
      greater than $24.24 per share, but less than or equal to $25.37 per share,
      you will receive $25,000,000; or

              
	 
      	 
      	 
      
	 
      	
                3.

              	
                If
      MEHC’s EPS for any calendar year through calendar year end 2013 are
      greater than $25.37 per share, you will receive
    $40,000,000.

              


      

    

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Page
Two

    Gregory
E. Abel

    February
9, 2009

    


    Such EPS
will be determined as follows:

    


    
      
        	 
      	
                A.

              	
                Such
      earnings shall be computed excluding the effects of these profit sharing
      amounts.

              
	 
      	 
      	 
      
	 
      	
                B.

              	
                Such
      earnings shall exclude material capital gains and
  losses.

              
	 
      	 
      	 
      
	 
      	
                C.

              	
                Reasonable
      dilution adjustments shall be made in the event of any dividend payments
      (excluding trust preferred payments) or similar events.

              
	 
      	 
      	 
      
	 
      	
                D.

              	
                In
      the event that certain future transactions or acquisitions require that
      separate organizations or capital structures be developed, but which are
      managed by you and/or your team, then reasonable adjustments will be made
      to account for each separate structure as though they were part of
      MEHC.

              
	 
      	 
      	 
      
	 
      	
                E.

              	
                Other
      than for items A through D above, the EPS shall be computed utilizing
      General Accepted Account
Principles.

              


      

    

    


    Any
changes to this agreement require the approval in writing of both (i) the
individual executive and (ii) the MEHC Compensation Committee of the MEHC Board
of Directors.

    


    Given the
nature of this agreement there will likely be the need for adjustments to be
made pursuant to items A through E above over time.  Such adjustments
will be made in good faith by a majority written agreement between David Sokol,
Gregory Abel, Walter Scott, Jr., Warren Buffett and Marc Hamburg or their
designee.  Such good faith determination shall be binding on all
parties.

    


    Please
acknowledge your acceptance and agreement of this plan by signing and dating
where indicated below. Best of luck in achieving your goal.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	Accepted
      and Agreed   	 	Sincerely,
	 	 	 
	
                                    /s/ 
      Gregory E. Abel

                                  	February 10,
2009 	
                                    /s/ 
      Walter Scott, Jr.

                                  
	
                                    Gregory
      E. Abel  

                                  	Date 	
                                    Walter
      Scott, Jr., Chairman of the MEHC

                                  
	
                                     

                                  	 	
                                    Compensation
      Committee of the Board of
      Directors

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

                                       

       


    CC:  Warren
E. Buffett