MEHC 12.31.13 EX 10.2




EXHIBIT 10.2




February 27, 2014                                


Mr. Gregory E. Abel 
MidAmerican Energy Holdings Company
666 Grand Avenue, Suite 500
Des Moines, IA 50309-2580


Dear Greg: 


The Board of Directors of MidAmerican Energy Holdings Company ("MEHC") is pleased to extend the incremental profit sharing plan awarded to you February 9, 2009, for an additional two years under the following terms 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 reaches over the 2009 through 2015 period. You will receive such profit sharing amount upon achieving the award level and no later than February 28, 2016, if you are employed by MEHC pursuant to and in compliance with your employment agreement 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 2015 are greater than $26.86 per share, but less than or equal to $28.65 per share, you will receive $12,000,000; or 


		
	2.
	If MEHC's EPS for any calendar year through calendar year end 2015 are greater than $28.65 per share, but less than or equal to $30.55 per share, you will receive $25,000,000; or 


		
	3.
	If MEHC's EPS for any calendar year through calendar year end 2015 are greater than $30.55 per share, you will receive $40,000,000.









Page Two 
Gregory E. Abel 
February 27, 2014




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 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 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.


	
							
	Accepted and Agreed
	 
	Sincerely,
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	/s/ Gregory E. Abel
	 
	February 27, 2014
	 
	/s/ Walter Scott, Jr.,
	 
	February 27, 2014

	Gregory E. Abel
	 
	Date
	 
	Walter Scott, Jr.,
	 
	Date

	 
	 
	 
	 
	Chairman of the MidAmerican Energy

	 
	 
	 
	 
	Holdings Company Compensation

	 
	 
	 
	 
	Committee of the Board of Directors

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	CC:  Warren E. Buffett