EXHIBIT
10.9














MIDAMERICAN
ENERGY HOLDINGS COMPANY


EXECUTIVE
VOLUNTARY DEFERRED COMPENSATION PLAN


(Restated
effective as of January 1, 2007)














MIDAMERICAN
ENERGY HOLDINGS COMPANY


EXECUTIVE
VOLUNTARY DEFERRED COMPENSATION PLAN








MidAmerican
Energy Holdings Company hereby amends and restates the MidAmerican Energy
Holdings Company Executive Voluntary Deferred Compensation Plan (“Plan”) for the
benefit of certain Employees. The primary purpose of the Plan is to allow
employees to defer compensation. The Employer will pay benefits under the Plan
only in accordance with the terms and conditions set forth in the Plan. This
Plan is a restated plan effective as of January 1, 2007 (See Section 7.02(A) for
good faith compliance as to 409A Amounts during 2005, 2006, 2007 and
2008).  The Plan was originally established effective July 1,
1999.





PREAMBLE





Plan Type. The Plan is an
unfunded nonqualified deferred compensation plan maintained “primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees” (“top-hat plan”).





Possible Nonuniformity. The
Employer need not provide the same Plan benefits or apply the same Plan terms
and conditions to all Participants, even as to Participants who are of similar
pay, title and other status with the Employer. The Employer may create a
separate exhibit for one or more Participants, specifying such terms and
conditions as are applicable to a given Participant. The Employer, in a separate
exhibit, may modify any Plan provision with respect to one or more
Participants.





I.
DEFINITIONS





1.01           
“Account” means the
account the Employer establishes under the Plan for each Participant and as
applicable means a Participant’s Elective Deferral Account, or Employer
Contribution Account.  An Elective Deferral Account shall consist of
subaccounts as selected by the Participant, and which shall be a Retirement
Account, an In-Service Account and an Education Account, as described in Section
4.03(A).





1.02           
“Accrued Benefit”means
the total dollar amount credited to a Participant’s Account.





1.03           
“Applicable Guidance”
means Treasury Regulations issued pursuant to Code §409A, or other written
Treasury or IRS guidance regarding Code §409A, which is in addition to IRS
Notice 2005-1 (“Notice 2005-1”).





1.04           
“Base Salary” means a
Participant’s compensation consisting only of regular annual salary and
excluding any other compensation.





1.05           
“Beneficiary”means the
person or persons entitled to receive Plan benefits in the event of a
Participant’s death.





1.06            “Code”means the Internal
Revenue Code of 1986, as amended.





1.07           
“Compensation”means
Base Salary, performance awards, and annual incentive bonuses (other than
Employer long-term incentive awards).  Inclusion of any other forms of
compensation is subject to approval of the Employer.





1.08           
“Deferred Compensation”means the Participant’s Account Balance attributable to Elective
Deferrals and Employer Contributions and includes Earnings on such amounts.
“Compensation Deferred” is Compensation that the Participant or the Employer has
deferred under this Plan.




1




1.09           
“Earnings” means the
notional earnings, gain and loss applicable to a Participant’s Account as
described in Section 5.02.





1.10           
“Effective Date”of the
Plan as amended and restated is January 1, 2007 (See Section 7.02(A) for good
faith compliance as to 409A Amounts during 2005, 2006,  2007 and
2008).





1.11           
“Elective Deferral”means Compensation a Participant elects to defer into the Participant’s
Account under the Plan.





1.12           
“Elective Deferral
Account” means the portion of a Participant’s Account attributable to
Elective Deferrals and Earnings thereon (and which shall consist of Retirement,
In-Service and Education subaccounts).





1.13           
“Employee” means a
person providing services to the Employer in the capacity of a common law
employee of the Employer (other than persons employed by PacifiCorp,
HomeServices of America, Inc. or any subsidiary of either
corporation).





1.14           
“Employer”means
MidAmerican Energy Holdings Company, an Iowa corporation, and, with respect to
Participants who are employees of an affiliate of MidAmerican Energy Holdings
Company, Employer also means any such affiliate; provided, however, that with
respect to all matters involving administration of the Plan, including the
authority to designate Employees who are Participants in the Plan and to amend
and terminate the Plan, Employer shall only mean MidAmerican Energy Holdings
Company. With respect to the obligation to make payments to any Participant
under the Plan, Employer shall mean MidAmerican Energy Holdings Company and the
Employer who employs the Participant, but not any other Employer.  For
purposes of determining whether there has been a Separation from Service with
the Employer, Employer means all entities with whom the Employer would be
considered a single employer under Code §§ 414 (b) and (c).





1.15           
“Employer Contribution”means amounts, if any, the Employer contributes or credits to an Account
under the Plan, excluding Elective Deferrals.





1.16           
“Employer Contribution
Account” means the portion of a Participant’s Account attributable to
Employer Contributions and Earnings thereon.





1.17           
“ERISA”means the
Employee Retirement Income Security Act of 1974, as amended.





1.18           
“Participant” means an
Employee of the Employer who has met the eligibility requirements of Section
2.01 and who has accrued a benefit under the Plan.





1.19           
“Performance-Based
Compensation”means such amounts described in Applicable Guidance.





1.20           
“Plan” means the
MidAmerican Energy Holdings Company Executive Voluntary Deferred Compensation
Plan.For purposes of
applying Code §409A requirements: (i) this Plan is an account balance plan under
Applicable Guidance; (ii) this plan constitutes a separate plan for each
Participant; and (iii) except as the Plan otherwise provides, all Deferred
Compensation for a Participant is aggregated with that Participant’s deferrals
under any other account balance nonqualified deferred compensation plan of the
Employer in which the Participant participates.  Employer Contribution
Accounts are considered to be part of a nonelective account balance plan type
and Elective Deferral Accounts are considered to be part of an elective account
balance plan type.





1.21           
“Retirement Age” means a
Participant’s attainment of age 55.





1.22           
“Separation from
Service” means an Employee’s termination of employment with the Employer
or as otherwise defined in Applicable Guidance.




2




1.23           
“Specified Employee”
means a Participant described in Code §416(i), disregarding paragraph (5)
thereof. However, a Participant is not a Specified Employee unless any stock of
the Employer (or of a member of the same group of controlled entities as
Employer) is publicly traded on an established securities market or
otherwise.





1.24           
“Specified Time or Pursuant to
a Fixed Schedule”means a specific time or schedule (but not the
occurrence of an event) as a Participant payment election may specify, and
otherwise as described in Applicable Guidance.





1.25           
“Taxable Year” means the
12 consecutive month period ending each December 31.





1.26           
“Trust” means a trust
described in Section 5.01.





1.27           
“Unforeseeable
Emergency” means: (i) a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant,
the Participant’s spouse or a dependent (as defined in Code §152(a)) of the
Participant; (ii) loss of the Participant’s property due to casualty; or (iii)
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the Participant’s control. The amount of the distribution may
not exceed the amount necessary to satisfy the Unforeseeable Emergency plus
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which the hardship may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Participant’s
assets, to the extent that liquidation of such assets would not itself cause
severe financial hardship.





1.28           
“Valuation Date” means
the last day of each calendar month and such other dates as the Employer may
determine.





1.29           
“Vested” means Deferred
Compensation which is not subject to a Substantial Risk of Forfeiture (as
defined in Applicable Guidance) or to a requirement to perform further services
for the Employer.





II.
PARTICIPATION





2.01           
Participant
Designated.  The President of the Employer shall designate and
approve the Employees who are eligible to participate in the Plan, such
designation to be either by name, job title or other
classification.  The President may also notify a Participant that he
or she is no longer eligible to make future deferrals into the
Plan.  Such termination of eligibility shall be effective for
compensation earned after January 1 following such written notification to the
individual.  However, until final distribution has been made to such
person from his or her Accounts, for all other purposes under the Plan the
person shall still be considered a Participant.





2.02           
Elective
Deferrals. Participants may make separate Elective Deferrals to their
Accounts with respect to Base Salary and Compensation that is not Base
Salary.  All elections to defer shall terminate upon Separation from
Service, Disability (as defined in Applicable Guidance) or a distribution based
on an Unforeseeable Emergency.





(A)         
Limitations.
The maximum Elective Deferral for Base Salary is 50%.  There is no
limit for Compensation that is not Base Salary.  The minimum Elective
Deferral for any type of Compensation is 1%.





(B)         
Form and
Timing. A Participant must make his/her Elective Deferral election on an
election form the Employer provides for that purpose. Unless otherwise provided
in this Section 2.02, a Participant must deliver his/her election to the
Employer prior to the beginning of the Taxable Year for which it is to go into
effect (or at such other time as Applicable Guidance may provide), at which time
the election shall become irrevocable.




3




(C)         
New
Participant. If an Employee first becomes a Participant on a date which
is not the first day of a Taxable Year, the Participant must make and deliver
his/her Elective Deferral election for that Taxable Year not later than 30 days
after the Participant becomes a Participant. The election may apply only to
Compensation for services the Participant performs subsequent to the date the
Participant delivers the election to the Employer.  For Compensation
that is earned for a specified performance period, including an annual bonus,
and where the new Participant makes an Elective Deferral election after the
service period commences, the Employer will pro rate the election by multiplying
the performance based Compensation by the ratio of the number of days left in
the performance period at the time of the election, over the total number of
days in the entire performance period.





(D)         
Election
Duration. A Participant’s Elective Deferral election applies only to the
Participant’s Compensation earned in the next Taxable Year following the Taxable
Year in which the Participant makes the election. A Participant, subject to Plan
requirements regarding election timing, including those in Article VII, may make
a new election, or revoke or modify an existing election effective no earlier
than for the next Taxable Year.





2.03           
Employer
Contributions. In each Taxable Year, the Employer may make discretionary
Employer Contributions for any or all Participants, which need not be uniform
among Participants.





2.04           
Allocation
Conditions. There are no conditions generally applicable to receive an
allocation of Employer Contributions, unless the Employer establishes conditions
with respect to a particular discretionary Employer Contribution.





2.05           
Timing. The
Employer may elect to make any Employer Contribution for a Taxable Year at such
times as Code §409A or Applicable Guidance may permit.





2.06           
Administration.
The Employer will administer all Employer Contributions in the same manner as
Elective Deferrals, except as the Plan otherwise provides.  The
Employer will credit any Elective Deferrals to a Participant’s Account as soon
as practicable after the date the amount of the Elective Deferral would
otherwise have become due and payable to the Participant and will credit any
Employer Contributions to a Participant’s Account as soon as practicable after
the date of the amount of the Employer Contribution is
determined.  Any Employer Contribution is not subject to an immediate
Participant right to elect a cash payment in lieu of the Employer Contribution
and such amounts are payable only in accordance with the Plan
terms.





III.
VESTING AND FORFEITURE





3.01  Vesting
Schedule.  Participants shall always be immediately one hundred
percent (100%) Vested in their Elective Deferral Accounts.  The
Employer may separately establish a vesting schedule for any Employer
Contributions.





3.02  Application of
Forfeitures. A Participant will forfeit any non-Vested Accrued Benefit
upon Separation from Service.  The Employer will keep all
forfeitures.





IV.
BENEFIT PAYMENTS





4.01           
Separation from
Service or Death. The Employer will pay to the Participant the Vested
Accrued Benefit held in the Participant’s Account following the earlier of the
Participant’s Separation from Service or death. Payment will commence at the
time and payment will be made in the form and method specified under Section
4.03. In the event of the Participant’s death, the Plan will pay to the
Participant’s Beneficiary the Participant’s Vested Accrued Benefit or any
remaining amount thereof if benefits to the Participant already have commenced,
in accordance with the Participant’s election.




4




(A)         
Distribution to
Specified Employees. Notwithstanding anything to the contrary in the Plan
or in a Participant election, the Employer may not distribute to a Specified
Employee, based on Separation from Service, earlier than 6 months following
Separation from Service (or if earlier, upon the Specified Employee’s
death).





4.02           
Other Payment
Events. In addition to the payment events under Section 4.01, the
Employer will pay to a Participant all or any part of the Participant’s Account:
(i) at a Specified Time or Pursuant to a Fixed Schedule elected by the
Participant with respect to Education and In-Service subaccounts; or (ii) based
upon an Unforeseeable Emergency. Payment will commence at the time and payment
will be made in the form and method specified under Section 4.03.





4.03           
Form, Timing and
Method of Payment Election. All distributions will be in
cash.  Subject to the provisions of this paragraph, a Participant
shall make an initial payment election as to the method of payment under Section
4.03(A) and may make a change to an election under Section 4.03(B). Until the
Employer completely distributes a Participant’s Vested Accrued Benefit, the Plan
will continue to credit the Participant’s Account with Earnings, in accordance
with Section 5.02.  Except as provided below, a Participant may elect
either a lump sum payment or substantially equal annual installments (not to
exceed 10) with respect to a Retirement subaccount and an In-Service
subaccount.  If no election is made as to method, payment shall be
made in a lump sum.  Distribution from an Education subaccount may
only be made in 4 substantially equal annual
installments.  Distributions from a Retirement Account as a result of
Separation from Service after Retirement Age shall be made (or commence) in
January of the calendar year following the calendar year in which Separation
from Service occurs.  Distributions from an In-Service subaccount, an
Education subaccount, or a Retirement subaccount, when a Separation from Service
occurs prior to Retirement Age (including death prior to Retirement Age), shall
be made as soon as administratively feasible following the date of Separation
from Service (or death), and shall be made in a lump sum payment (except that
payments from the remaining account balance in an Education subaccount or
In-Service subaccount, where payments have already commenced prior to Separation
from Service, shall continue to be made under the schedule then in
effect).  If Separation from Service occurs after Retirement Age and
before commencement of distribution from an In-Service subaccount or Education
subaccount, any such subaccount shall be added to the Retirement subaccount and
distributed accordingly.   Payments made because of Unforeseeable
Emergency shall be made (or commence) as soon as administratively feasible
following such event.  In the event of death after attaining
Retirement Age or after payments from an Account have begun, a lump sum payment
to the Beneficiary shall be made as soon as administratively feasible after date
of death if the Participant had previously elected a lump sum distribution to
the Beneficiary pursuant to Section 4.03(A) (initial payment election) or
pursuant to Section 4.03(B)(1) (change to payment
election).  Disability shall not be treated as a distribution event if
Separation from Service has not occurred.





(A)         
Initial Payment
Election. A Participant, as to an In-Service subaccount shall make an
initial payment election with respect to a Specified Time and pursuant to a
Fixed Schedule at the time of the Participant’s first Elective Deferral election
into such subaccount. A Participant, as to an Education subaccount, shall make
an initial election with respect to a Specified Time at the time of the
Participant’s first Elective Deferral election into such subaccount (the Fixed
Schedule being 4 substantially equal annual payments).  As to a
Retirement subaccount, a Participant shall make an initial payment election as
to a method of payment (Fixed Schedule) at the time of his or her first deferred
election into such subaccount (the Specified Time being the date following
Separation of Service as provided in Section 4.03 above). A Participant shall
make any permissible initial payment election on a form the Employer provides
for that purpose. At the time of any such first Elective Deferral election into
any Account, a Participant may elect to have a lump sum payment made to his or
her Beneficiary in lieu of the form of payment that otherwise has been selected
for payout during the Participant’s life.





(B)         
Changes to Payment
Election.  A Participant may change the Participant’s initial
payment election (or change election) as to any or all Deferred Compensation
(but only as to timing of start of payments for an Education subaccount and form
of payments for a Retirement subaccount), including any Plan default payment
applicable in the absence of an election.  Any such change election
must comply with this Section 4.03(B).  A Participant must make any
change election on a form the Employer provides for such purpose.




5




(1)  Conditions on Changes to
Payment Elections.  Any Participant change
election:  (i) may not take effect until at least 12 months following
the date of the change election; (ii) must result in the first payment under the
change election being made not earlier than 5 years following the date upon
which the originally-elected payment would have been made (except if payment is
on account of death, or Unforeseeable Emergency); and (iii) if the change
election relates to a Participant’s previous election of a Specified Time or
Pursuant to a Fixed Schedule, the Participant must make the change election not
less than 12 months prior to the date of the first scheduled payment under the
election being changed (or, in the case of installment payments treated as a
single payment, 12 months prior to the date the first amount was scheduled to be
paid).





(2)  Definition of
“Payment.”  Except as otherwise provided in Section 4.03(B)(3),
a “payment” for purposes of applying Section 4.03(B)(1) is each separately
identified amount the Employer is obligated to pay to a Participant on a
determinable date and includes amounts paid for the benefit of the
Participant.  An amount is “separately identified” only if the
Employer can objectively determine the amount.





(3)  Installment
Payments.  As set forth in Applicable Guidance, and for
purposes of making a change to a payment election under this Section 4.03(B), a
series of installment payments will be treated as a single
payment.  For purposes of this Section 4.03(B)(3), a “series of
installment payments” means payment of a series of substantially equal periodic
amounts to be paid over a predetermined number of years, except to the extent
that any increase in the payment amounts reflects reasonable Earnings through
the date of payment.





(4)  Coordination with
Anti-Acceleration Rule.  In applying Section 4.03(C), “payment”
means as described in Sections 4.03(B)(2) and (3).  A Participant
under a payment change election may change the form of payment to a more rapid
schedule (including a change from installments to a lump-sum payment) without
violating Section 4.03(C), provided any such change remains subject to the
payment change election provisions under this Section
4.03(B).  Accordingly, if the Participant’s payment change election
modifies the payment method from installments to a lump-sum payment, a payment
change election must satisfy Section 4.03(B)(1) measured from the first
installment payment.  If a payment change election only modifies the
timing of an installment payment, the payment change election must apply to each
installment and must satisfy Section 4.03(B) measured from each installment
payment.





(C)         
No
Acceleration. Neither the Employer nor the Participant may accelerate the
time or schedule of any payment under the Plan except as Applicable Guidance may
permit. For this purpose, the following are not an acceleration: (i) a payment
required under a domestic relations order under Code §414(p)(1)(B); (ii) a
payment required under a certificate of divestiture under Code §1043(b)(2); or
(iii) a payment to pay the FICA tax (and income tax withholding related to the
FICA) on the Deferred Compensation.





(D)         
Cash-Out Upon
Separation. Notwithstanding a Participant’s payment election or any
contrary Plan terms, the Employer will distribute in a single cash payment the
entire Vested Accrued Benefit of a Participant who has incurred a Separation
from Service where the Participant’s Vested Accrued Benefit does not exceed
$50,000 (the amount set forth as the mandatory cash-out limit in the Plan prior
to this Plan’s restatement). The Employer will make any payment under this
Section 4.03(D) as soon as administratively feasible following Separation from
Service.





4.04           
Withholding.
The Employer that employs the Participant at the time of payment or employed the
Participant immediately prior to a Separation from Service (with such Employer
including such payment on a Form W-2 issued by the Employer to the Participant)
will withhold from any payment made under the Plan and from any amount taxable
under Code §409A, all applicable taxes, and any and all other amounts required
to be withheld under federal, state or local law, including Notice 2005-1 and
Applicable Guidance.




6




4.05           
Administration of
Payment Date(s). The Employer shall pay a Participant’s Vested Accrued
Benefit on any date that is administratively feasible following any Plan
specified payment date or date of any authorized distribution event or the date
specified in any valid payment election, but in no event later than two and
one-half (2 1⁄2) months following any such date; and provided further that the
Participant shall not be permitted, directly or indirectly, to designate the
taxable year of the payment.





V.
TRUST ELECTION AND PLAN EARNINGS





5.01           
Unfunded Plan/Trust
Election. The Employer intends this Plan to be an unfunded plan that is
wholly or partially exempt under ERISA. No Participant, Beneficiary or successor
thereto has any legal or equitable right, interest or claim to any property or
assets of the Employer, including assets held in any Account under the Plan
except as the Plan otherwise permits. The Employer’s obligation to pay Plan
benefits is an unsecured promise to pay. If the Employer elects to create a
Trust, the applicable provisions of the Plan continue to apply, including those
of this Section 5.01. The Trustee will pay Plan benefits in accordance with the
Plan terms or upon the Employer’s direction consistent with Plan
terms.  The Employer intends to make notional contributions in lieu of
actual contributions to the Plan, and the Employer, therefore, may elect not to
invest any Plan contributions. If the Employer elects to invest any Plan
contributions, such investments may be held for the Employer’s benefit in
providing for the Employer’s obligations under the Plan or for such other
purposes as the Employer may determine. Any assets held in Plan Accounts remain
subject to claims of the Employer’s general creditors and no Participant’s or
Beneficiary’s claim to Plan assets has any priority over any general unsecured
creditor of the Employer.





(A)         
Restriction on Trust
Assets. If the Employer establishes, directly or indirectly, a Trust (or
any other arrangement Applicable Guidance may describe), the Trust and the Trust
assets must be and must remain located within the United States, except with
respect to a Participant who performs outside the United States substantially
all services giving rise to the Deferred Compensation. The Trust may not contain
any provision limiting the Trust assets to the payment of Plan benefits upon a
Change in the Employer’s Financial Health (as defined in Applicable Guidance),
even if the assets remain subject to claims of the Employer’s general creditors.
For this purpose, the Employer, upon a Change in the Employer’s Financial
Health, may not transfer Deferred Compensation to the Trust. Any Trust the
Employer establishes under this Plan shall be further subject to Applicable
Guidance, compliance with which is necessary to avoid the transfer of assets to
the Trust being treated as a transfer of property under Code §83.





5.02           
Notional
Earnings.  The Employer, under the Plan, periodically will
credit notional Plan contributions with a determinable amount of notional
Earnings (at a specified fixed or floating interest rate or other specified
index or indices based on established and published financial investment
benchmarks) to each Participant’s Account. The Participant has the right to
direct the investment of the Participant’s Account pursuant to conditions
established by the Employer. This right is limited strictly to investment
direction and the Participant will not be entitled to the distribution of any
Account asset except as the Plan otherwise permits. Except as otherwise provided
in the Plan or Trust, all Plan assets, including all incidents of ownership, at
all times will be the sole property of the Employer.





VI.
MISCELLANEOUS





6.01           
No Assignment.
Except with respect to a payment required under a domestic relations order under
Code §414(p)(l)(B), no Participant or Beneficiary has the right to anticipate,
alienate, assign, pledge, encumber, sell, transfer, mortgage or otherwise in any
manner convey in advance of actual receipt, the Participant’s Account. Prior to
actual payment, a Participant’s Account is not subject to the debts, judgments
or other obligations of the Participant or Beneficiary and is not subject to
attachment, seizure, garnishment or other process applicable to the Participant
or Beneficiary.




7




6.02           
Not Employment
Contract. This Plan is not a contract for employment between an Employer
and any Employee who is a Participant. This Plan does not entitle any
Participant to continued employment with the Employer, and benefits under the
Plan are limited to payment of a Participant’s Vested Accrued Benefit in
accordance with the terms of the Plan.





6.03           
Amendment and
Termination.





(A)         
Amendment.  The
Employer reserves the right to amend the Plan at any time to comply with Code
§409A, Notice 2005-1, Prop. Treas. Reg. §1.409A and other Applicable Guidance or
for any other purpose, provided that such amendment will not result in taxation
to any Participant under Code §409A.  Except as the Plan and
Applicable Guidance otherwise may require, the Employer may make any such
amendments effective immediately.





(B)         
Termination.  The
Employer, by action of the Board, may terminate, but is not required to
terminate, the Plan and distribute Plan Accounts under the following
circumstances:





(1)  Dissolution/Bankruptcy.  The
Employer may terminate the Plan within 12 months following a dissolution of a
corporate Employer taxable under Code §331 or with approval of a Bankruptcy
court under 11 U.S.C. §503(b)(1)(A), provided that the Deferred Compensation is
paid to the Participants and is included in the Participants’ gross income in
the latest calendar year: (i) in which the plan termination occurs; (ii) in
which the amounts no longer are subject to a Substantial Risk of Forfeiture (as
defined in Applicable Guidance); or (iii) in which the payment is
administratively feasible.





(2)  Change in
Control.  The Employer may terminate the Plan within the 30
days preceding or the 12 months following a Change in Control (as defined in
Applicable Guidance) provided the Employer distributes all Plan Accounts (and
must distribute the accounts under any substantially similar Employer plan which
plan the Employer also must terminate) within 12 months following the Plan
termination.





(3)  Other.  The
Employer may terminate the Plan for any other reason in the Employer’s
discretion provided that:  (i) the Employer also terminates all
Aggregated Plans (as defined in Applicable Guidance) in which any Participant
also is a participant; (ii) the Employer makes no payments under the Plan in the
12 months following the Plan termination date other than payments the Employer
would have made under the Plan irrespective of Plan termination; (iii) the
Employer makes all payments under the Plan within 24 months following the Plan
termination date; and (iv) the Employer within 3 years following the Plan
termination date does not adopt a new plan covering any Participant that would
be an Aggregated Plan.





(4)  Applicable Guidance and Plan
Types.  The Employer may terminate the Plan under such other
circumstances as Applicable Guidance may permit.  In addition, for
purposes of plan termination, the portion of the Plan representing Employer
Contribution Accounts shall be considered to be a nonelective account balance
plan type and the portion of the Plan representing Elective Deferral Accounts
shall be considered to be an elective account balance plan type.





(C)         
Effect on
Vesting.  Any Plan amendment or termination will not reduce the
Vested Accrued Benefit held in any Participant Account at the date of the
amendment or termination and also may not accelerate vesting except as may be
permitted without subjecting any Participant to taxation under Code
§409A.





(D)         
Cessation of Future
Contributions.  The Employer may elect at any time to amend the
Plan to cease future Elective Deferrals as of the next taxable
year.  In such event, the Plan remains in effect (except those
provisions permitting the frozen contribution type) until all Accounts are paid
in accordance with the Plan terms, or, if earlier, upon the Employer’s
termination of the Plan.




8




6.04           
Severability.
If any provision of the Plan is determined by a proper authority to be invalid,
the remaining portions of the Plan will continue in effect and will be
interpreted consistent with the elimination of the invalid
provision.





6.05           
Notice and
Elections. 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 of the Employer or to the Employer shall be directed to the
Employer’s address. Mailed notice to a Participant or Beneficiary shall be
directed to the individual’s last known address in the Employer’s
records.  Any election made under the Plan must be in writing and
delivered (electronically, by facsimile, or by mail), to the Employer pursuant
to procedures established by the Employer. The Employer will prescribe the form
of any Plan notice or election to be given to or made by Participants. Any
notice or election will be deemed given or made as of the date of actual
receipt, or if given or made by certified mail, as of 3 business days after
mailing.





6.06           
Administration.
The Employer will administer and interpret the Plan, including making a
determination of the Vested Accrued Benefit due any Participant or Beneficiary
under the Plan. As a condition of receiving any Plan benefit to which a
Participant or Beneficiary otherwise may be entitled, a Participant or
Beneficiary will provide such information and perform such other acts as the
Employer reasonably may request. The Employer may retain agents to assist in the
administration of the Plan and may delegate to agents or to an officer of the
Employer such duties as it sees fit. The decision of the Employer or its
designee concerning the administration of the Plan is final and is binding upon
all persons having any interest in the Plan. The Employer will indemnify, defend
and hold harmless any Employee designated by the Employer to assist in the
administration of the Plan from any and all loss, damage, claims, expense or
liability with respect to this Plan (collectively, “claims”) except claims
arising from the intentional acts or gross negligence of the
Employee.





6.07           
Account
Statements. The Employer will provide each Participant with a statement
of the Participant’s Vested Accrued Benefit at least annually as of the last
Valuation Date in the Plan Year. The Employer also will provide Account
statements to any Beneficiary of a deceased Participant with a Vested Accrued
Benefit remaining in the Plan.





6.08           
Accounting. The
Employer will maintain for each Participant as is necessary for proper
administration of the Plan, an Elective Deferral Account (and Retirement,
In-Service and Education subaccounts) and an Employer Contribution Account (if
any Employer Contributions are made).





6.09           
Costs and
Expenses. The Employer will pay the costs, expenses and fees associated
with the operation of the Plan, excluding those incurred by Participants or
Beneficiaries. The Employer will pay costs, expenses or fees charged by or
incurred by the Trustee only as provided in the Trust or other agreement between
the Employer and the Trustee.





6.10           
Reporting. The
Employer employing the Participant will report Deferred Compensation for
Participants on Form W-2 in accordance with Notice 2005-1 and Applicable
Guidance.





6.11           
Claims
Procedure.





(A)         
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 Employer,
which shall respond in writing as soon as practicable.





(B)         
Denial of
Claim.  If the claim or request is denied, the written notice
of denial shall state:






9




1)
            The
      reasons for denial, which specific reference to the Plan provisions on
      which the denial is based;


2)
            A
      description of any additional material or information required and an
      explanation of why it is necessary; and


3)
            An
      explanation of the Plan's claim review procedure.





(C)         
Review of Claim
Denial.  Any Claimant whose claim or request is denied or who
has not received a response within sixty (60) days may request a review by
notice given in writing to the Employer. Such request must be made within sixty
(60) days after receipt by the Claimant of the written notice of denial, or in
the event Claimant has not received a response sixty (60) days after receipt by
the Employer of Claimant's claim or request.  The claim or request
shall be reviewed by the President of MidAmerican Energy Holdings Company, who
may, but shall not be required to, grant the Claimant a hearing.  On
review, the Claimant may have representation, examine pertinent documents, and
submit issues and comments in writing.  If the claim is made by the
President of MidAmerican Energy Holdings Company, the claim or request shall be
reviewed by the Chairman of the Board of Directors of MidAmerican Energy
Holdings Company.  If the claim is made by the Chairman of the Board
of Directors of MidAmerican Energy Company, the claim or request shall be
reviewed by the Compensation Committee of the Board of Directors of MidAmerican
Energy Company.





(D)         
Final
Decision.  The decision on review shall normally be made within
sixty (60) days after the Employer's 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. 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.





6.12   Beneficiary
Designation.





(A)   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) or Deferred Account balances. 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.





(B)           
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.





(C)           
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.





(1)
            If
      the Participant is married at death but was unmarried when the designation
      was made, the designation shall be
void.





(2)
            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.





(3)
            If
      the Participant was married when the designation was made and is married
      to a different spouse at death:




10




(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.





(D)         
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:





(1)
            The
      Participant’s surviving spouse;





(2)
            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;





(3)
            The
      Participant’s estate.





(E)         
Effect of
Payment. Payment to the Beneficiary or other proper legal representative
of the Beneficiary shall completely discharge the Company’s obligations under
the Plan and the Company may require a release to that effect from the
Beneficiary or other proper legal representative of the Beneficiary prior to the
distribution.





(F)         
Minor or Incompetent
Beneficiary.   If a Beneficiary is a minor or otherwise
reasonably determined by the Employer to be legally incompetent, the Employer
may cause the Plan or Trust to pay the Participant’s Vested Accrued Benefit to a
guardian, trustee or other proper legal representative of the
Beneficiary.





6.13           
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.





6.14.   Protective
Provisions.   A Participant will cooperate with the
Employer by furnishing any and all information requested by the Employer, in
order to facilitate the payment of benefits hereunder.





6.15.           
Successors and
Assigns.  The provisions of this Plan shall bind and inure to
the benefit of the Employer 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 Employer, and successors of
any such corporation or other business entity.














VII.
2005, 2006, 2007 AND 2008 TRANSITION RULES AND PROVISIONS
APPLICABLE


BECAUSE
PLAN WAS EFFECTIVE BEFORE 2005





7.01           
Code §409A
Amounts. The terms of this Plan control as to any Deferred Compensation
under the Plan, whether vested on or before or after December 31,
2004.  There are not “grandfathered amounts” under the Plan pursuant
to Applicable Guidance.  All Deferred Compensation amounts under the
Plan   are “409A Amounts”.




11




7.02           
2005, 2006, 2007 and
2008 Operational Rules. The following provisions apply to the Plan during
the 2005, 2006, 2007 and 2008 Taxable Years, as specifically provided in each
subsection.





(A)         
Good Faith. As
to 409A Amounts, the Employer will operate the Plan during the 2005,
2006,  2007 and 2008 Taxable Years in good faith compliance in
accordance with: (i) Notice 2005-1; (ii) Code §409A; and (iii) any Applicable
Guidance.  The Employer also may operate the Plan consistent with the
Prop. Treas. Reg. §1.409A before such regulations become effective and may apply
such regulations to the extent that they are inconsistent with Notice
2005-1.  Although the Employer intends this Plan document to comply
with the provisions of Notice 2005-1 and of Prop. Treas. Reg. §1.409A, the
Employer will not apply any Plan provision which is inconsistent therewith and,
by December 31, 2008, will amend any such provision to comply with Applicable
Guidance.  The Employer and the Participants may not exercise
discretion under the Plan in a manner that would violate Code
§409A.





(B)         
Participant’s Revised
Deferral Election. A Participant, on or before December 31, 2008, may
make a new payment election as to any previously deferred 409A Amount, except
that a Participant cannot in 2006, 2007 or 2008 change payment elections with
respect to payments that the Participant would otherwise receive in the year of
the new payment election, or to cause payments to be made in the year of the new
payment election that are otherwise scheduled to be made after the year of the
new payment election. Any such election must be a permissible election under
Section 4.03(A), but an election under this Section 7.02(B) is not treated as a
change in the timing or form of distribution and need not comply with Section
4.03(B) as it applies to such changes.





(C)         
2005 Deferral Election
by March 15, 2005.  Notwithstanding Section 2.02, if the Plan
was in existence on or before December 31, 2004 (as described in Notice 2005-1,
Q/A 21), a Participant may make an Elective Deferral election as to 409A Amounts
earned for service to the Employer through December 31, 2005. A Participant must
make an election under this Section 7.02(C) no later than March 15, 2005, and in
accordance with the Plan terms as in effect on or before December 31,
2005.  The election applies only as to amounts not paid or payable to
the Participant at the time of the election.  This Section applies
only to the 2005 Taxable Year and reflects Amendment No. 1 to the Plan executed
December 21, 2005.





(D)         
Cancellation of
Election/Participation.  A Participant, on or before December
31, 2005, may elect to cancel any or all existing Elective Deferral
elections.  The Employer will distribute to an affected Participant
all 409A Amounts subject to an election under this 7.02(D) and the Participant
will include such amounts in income, in the 2005 Taxable Year, or if later, in
the Taxable Year in which such amounts are Vested.  This section
reflects Amendment No. 1 to the Plan executed December 21, 2005.





7.03           
Incorporation of
Applicable Guidance. In the event of Applicable Guidance that is contrary
to any Plan provision, the Employer, as of the effective date of the Applicable
Guidance, will operate the Plan in conformance therewith and will disregard any
inconsistent Plan provision. Any such Applicable Guidance is deemed to be
incorporated by reference into the Plan and to supersede any contrary provision
during any period in which the Employer is permitted to comply operationally
with the Applicable Guidance and before a formal Plan amendment is
required.











IN
WITNESS WHEREOF, MidAmerican Energy Holdings Company has caused this instrument
to be signed by its duly authorized officer on this 25th day of February, 2008.





MIDAMERICAN ENERGY HOLDINGS
COMPANY








By:  /s/Gregory E. Abel


Gregory
E. Abel, President









12