EXHIBIT NO. 10.2


March 24, 2003


Mr. David L. Sokol
14025 Charles Street
Omaha, NE 68154

Mr. Gregory E. Abel
4710 Mills Parkway #402
West Des Moines, IA 50265

Dear David and 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 agreements, 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 reaches over the 2003 through
2007 period.  Each of you will receive such profit  sharing amount no later than
February 28, 2008 if you are employed by MEHC pursuant to and in compliance with
your  employment  agreement  through  calendar year 2007 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 each can achieve is as follows:

1.   If MEHC's EPS for any  calendar  year  through  calendar  year end 2007 are
     greater than $10.00 per share,  but less than or equal to $11.14 per share,
     you each will receive $11,250,000.00; or

2.   If MEHC's EPS for any  calendar  year  through  calendar  year end 2007 are
     greater than $11.14 per share,  but less than or equal to $12.37 per share,
     you each will receive $18,750,000.00; or

3.   If MEHC's EPS for any  calendar  year  through  calendar  year end 2007 are
     greater than $12.37 per share, you each will receive $37,500,000.00.


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Page Two
David L. Sokol and Gregory E. Abel
March 24, 2003

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 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 such separate structure as though they were part of MEHC.

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

Any changes to this  agreement  require the  approval in writing of (i) both the
individual executives 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    March 24, 2003     /s/ Walter Scott Jr.
-------------------    --------------     --------------------------------------
    Gregory E. Abel         Date          Walter Scott Jr., Chairman of the MEHC
                                          Compensation Committee of the Board
Accepted and Agreed                       of Directors


/s/ David L. Sokol     March 24, 2003
------------------     --------------
    David L. Sokol          Date

CC:  Warren E. Buffett