****


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EXHIBIT 10.71


****


**MidAmerican
Energy Holdings Company**








**LONG-TERM
INCENTIVE PARTNERSHIP PLAN**





**As
Amended and Restated January 1, 2004**





**PLAN
DOCUMENT**








****


**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 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 an incentive
      to align their interests with those of the
Company.





1.2
    **Effective
      Date**.
      The Plan was effective as of March 14, 2000, subsequently restated
      effective as of January 1, 2003, with the current Plan effective as of
      January 1, 2004.





**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 each business day on which the New York Stock
      Exchange is open for business.






2











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 the
      term “Partner” is not intended to, and does not convey any additional
      rights or responsibilities to a
Participant.





3








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





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 1stof
      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 1stof
      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 calculate the amount payable to
      each Participant under the Plan and shall not constitute a separate fund
      of assets.




5








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 1stof
      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 31stof
      the Award Year and an additional twenty percent (20%) for each subsequent
      year. Participants must be employed on December 31stto
      vest for the year. The Participant shall be considered to be one hundred
      percent (100%) vested in the event of termination of service as a result
      of a Disability or death, and shall be considered to be one hundred
      percent (100%) vested in the event of Retirement, but only with respect to
      Incentive Awards granted for years prior to 2004.





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
      15thafter 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;




6








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 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








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 promulgated hereunder shall be final, conclusive and
      binding upon all persons having any interest in the
  Plan.







8








**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





**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.





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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**Date:   January 30, 2004
    By:
    /s/  Greg AbelGreg
  Abel




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**MIDAMERICAN
ENERGY HOLDINGS COMPANY**


**LONG-TERM
INCENTIVE PARTNERSHIP PLAN**





EXHIBIT
A








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





·
    Russell
      1000 Value (Large Cap Value)


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


·
    Russell
      1000 Growth Index (Large Cap Growth)


·
    Russell
      2000 Value Index (Small Cap Value)


·
    Russell
      2000 Growth Index (Small Cap Growth)


·
    Morgan
      Stanley EAFE Index (International)


·
    Lehman
      Brothers Aggregate Bond Index (Core Bond)


·
    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.





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