EXHIBIT NO. 10.1


                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                      LONG-TERM INCENTIVE PARTNERSHIP PLAN

                     AS AMENDED AND RESTATED JANUARY 1, 2003

                                  PLAN DOCUMENT


<PAGE>


                       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 (the "Plan") is to
     permit a  select  group  of  management  employees  of  MidAmerican  Energy
     Holdings Company and its subsidiaries to share  insignificant  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,  with the  changes  herein
     effective January 1, 2003.


                            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 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 the last business day of each calendar month.

                                      -2-

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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

                                      -3-
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     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.


                   ARTICLE III - ELIGIBILITY AND PARTICIPATION
                                 -----------------------------
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.

                          ARTICLE IV - INCENTIVE AWARD
                                       ---------------

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-

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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 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(s) 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(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.


                        ARTICLE V - INCENTIVE ACCOUNT(S)
                                    --------------------

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 Participant plus any Interest earned
     thereon shall be added to such Participant's  Incentive  Account(s).  These
     Incentive  Accounts shall be used solely to

                                      -5-
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     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 & 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(s) shall be increased or decreased by the Interest credited on each
     Determination Date as though the balance of that Incentive Account(s) as of
     the  date  Incentive  Awards  are  credited  to a  Participant's  Incentive
     Account,  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(s) 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 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(s) no less  frequently than on an
     annual basis.


                           ARTICLE VI - PLAN BENEFITS
                                        -------------

6.1  Normal Benefit.
     ---------------
     The balance of each  Participant's  Incentive  Account(s)  shall be paid no
     earlier than four (4) years, eleven (11) months from 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 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;

                                      -6-
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     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   Participant's
          Beneficiary's)  rights under the Plan with  respect to such  Incentive
          Account shall terminate.

          An example:  A Participant  may elect to defer the receipt of his Year
          2003  Incentive  Account  by  filing  an  election  to do so  prior to
          December 15, 2006.  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,  2007,  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 2003  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(s),  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 payment 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 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 entities as Beneficiary (both primary as well as secondary)
     to 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(s) balance. Each Beneficiary designation

                                      -7-
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     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.

7.2  Changing Beneficiary.
     ---------------------
     Any  Beneficiary  designation  may be changed by a Participant  without the
     consent  of  the  previously  named  Beneficiary  by  the  filing  of a new
     Beneficiary  designation with the Company.  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 until such time as the
     Participant submits a revised Beneficiary form.

     a)   If the  Participant  is  married at death but was  unmarried  when the
          designation was made, the designation shall be void.

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

          i)   The  designation  shall be void if the former 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:

          i)   The  designation  shall be void if the former spouse was named as
               Beneficiary.

          ii)  The  designation  shall remain valid if the former spouse was not
               named and a non-spouse Beneficiary was named.

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  designated 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  stepchildren) in equal shares,
          except 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;

     c)   The Participant's estate.

7.5  Effect of Payment.
     ------------------
     Payment to 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

                                      -8-
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     promulgated  hereunder  shall be final,  conclusive  and  binding  upon all
     persons having any 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 the  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, with 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  any  Beneficiary  receiving
     payments,  except that no amendment  shall reduce any vested benefit or the
     amount accrued in any Incentive  Account(s) or any deferral  election as of
     the date such notice of the amendment is given.

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(s) 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(s) 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.

                                      -9-
<PAGE>

                           ARTICLE XI - MISCELLANEOUS
                                        -------------

11.1 Unfunded Plan.
     --------------
     The Plan is an  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  the  Plan,   Participants  and
     Participants'  Beneficiaries shall be unsecured general creditors,  with no
     secured or  preferential  rights to any assets of the  Company or any other
     party for  payment of benefits  under the Plan.  Any  property  held by the
     Company for the purpose of  generating  the cash flow for benefit  payments
     shall remain its general,  unpledged and unrestricted assets. The Company's
     obligation under the Plan shall be an unfunded and unsecured promise to pay
     money in the future.

11.4 Trust Fund.
     ------------
     The Company shall be responsible  for the payment of all benefits  provided
     under the Plan.  At its  discretion,  the 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 the Company's  general creditors in the event of insolvency.
     To the extent any benefits  provided  under the Plan are paid from any such
     trust,  the Company  shall have no further  obligation  to pay them. If not
     paid from the trust,  such  benefits  shall  remain the  obligation  of the
     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  of 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.
     -----------------------------
     The Plan shall not constitute a contract of employment  between the Company
     and the Participant. Nothing in the 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 the Company by furnishing  any and all
     information requested by the Company, in order to facilitate the payment of
     benefits hereunder.

                                      -10-
<PAGE>

11.8 Governing Law.
     --------------
     The provisions of the 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 the 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 the Company's records.

11.11 Successors.
      -----------
     The  provisions  of this Plan  shall  bind and inure to the  benefit of the
     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 the 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
                                       ---------------------
                                           Gregory E. Abel

                                   DATED: May 8, 2003
                                          ------------------



                                      -11-

<PAGE>

                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                      LONG-TERM INCENTIVE PARTNERSHIP PLAN

                                    EXHIBIT A

Following are the Valuation Funds as of January 1, 2003:

o    Russell 1000 Value Index (Large Cap Value)

o    S&P 500 Index [dividends reinvested] (Large Cap Core)

o    Russell 1000 Growth Index (Large Cap Growth)

o    Russell 2000 Value Index (Small Cap Value)

o    Russell 2000 Growth Index (Small Cap Growth)

o    Morgan Stanley EAFE Index (International)

o    Lehman Brothers Aggregate Bond Index (Core Bond)

o    Average of the one-year Treasury Bill constant maturity each October 15 (or
     the  preceding  business  day if a holiday or  weekend)  of the prior year.
     (Stable Value)

The  Company  reserves  the  right to  change  the  Valuation  Funds at any time
pursuant to the Plan.

                                      -12-