Long-term Incentive Partnership Plan As Amended And Restated

EXHIBIT 10.11







MidAmerican Energy Holdings Company










LONG-TERM INCENTIVE PARTNERSHIP PLAN






As Amended and Restated January 1, 2007






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. For purposes of Internal Revenue Code Section 409A, Incentive Accounts are considered to be part of a nonelective account balance plan type and Deferral Accounts are considered to be part of an elective account balance plan type.








1.2 Effective Date. The Plan was effective as of March 14, 2000, was subsequently restated as of January 1, 2003 and again restated as of January 1, 2004, with the current restated Plan effective January 1, 2007, (See Section 13.2 for good faith compliance as to 409A Amounts during 2005, 2006, 2007 and 2008).








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 for a particular Award 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 VIII 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. However, with respect to all matters involving administration of the Plan, including the authority to amend and terminate the Plan, Company shall mean MidAmerican Energy Holdings Company. With respect to the obligation to make payments to any Participant under the Plan, Company shall mean MidAmerican Energy Holdings Company and the Company who employs the Participant, but not any other Company. For purposes of determining whether there has been a Separation from Service with the Company, Company means all entities with whom the Company would be considered a single employer under Code Sections 414 (b) and (c).









1

















2.5 Determination Date. " Determination Date" means the last business day of each month.








2.6 Disability. " Disability" means a condition of a Participant who by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months: (i) is unable to engage in any substantial gainful activity; or (ii) is receiving income replacement benefits for a period of not less than 3 months under a long term disability plan covering employees of the Company.








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 2007 Incentive Award may relate to the performance of the Company over the calendar year 2007 (the Award Year), even though the Incentive Award will only be determinable in 2008.








2.9 Interest. " Interest" means the amount credited to each Participant' s Incentive Account(s) on each Determination Date. Prior to the start of each calendar year, the Chief Financial Officer of the Company shall select a range of asset allocation models from the Valuation Funds. Participants shall then vote on which asset allocation model shall be used for crediting Interest for the calendar year for all Incentive Accounts of all Participants. 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 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.








2.11 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.








2.12 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) or a Deferred Account and not be chosen to participate in a subsequent Award Year. Each Participant may be referred to as either a " Partner" or an " Associate" . Any such designation does not convey any different or additional rights or responsibilities with respect to a Participant and does not affect in any manner the Participant' s employment status with the Employer.








2.13 Plan. " Plan" means this Long-Term Incentive Partnership Plan as amended from time to time.








2.14 Retirement and Retirement Age. " Retirement" for purposes of Section 5.3 means the termination of employment with the Company of the Participant after attaining age fifty-five (55) and five (5) years of service. For all other purposes under the Plan " Retirement" means termination of employment with the Company after attaining age fifty-five (55) and " Retirement Age" means age fifty-five (55).









2

















2.15 Separation from Service. " Separation from Service" or " Separates from Service" means a Participant' s termination of employment with the Company or as otherwise defined in Applicable Guidance (See Section 7.1(a)).








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 do not represent, nor should they be interpreted to convey any beneficial interest on the part of the Participant in any specific asset or other property of the Company. The Chairman & CEO and the President shall select the various Valuation Funds available under 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.








2.17 Vest or Vested. " Vest" or " 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.








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 shall not be Participants in the Plan. The Chairman & CEO and the President of the Company may designate certain Participants as Associate Participants to reflect their contributions to the success of the Company. All other Participants shall be considered full Participants (" Partners" ). An Associate Participant may later be designated as a Partner.








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 Award Year, the Chairman & CEO and the President shall determine whether an Incentive Award shall be available for such Award Year. If an Incentive Award is made available, 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 Award Year (including, but not limited to, safety, environmental and risk management goals).








4.2 Allocation of Points. The total amount of the Incentive Award (if the established goals are met for an Award Year) shall be allocated among the eligible Participants based upon a maximum of 100,000 points allocated to 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 performance points at the discretion of the Chairman & CEO and the President.









3

















b) Performance Point Allocation. Within sixty (60) days prior to the end of the Award Year, 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. The recommendation of the Nomination Committee and the decision of the Chairman & CEO and the President for allocation of points to a Participant based on performance shall be based on subjective performance criteria where the subjective performance criteria relate to the performance of the individual Participant, a group of Participants that includes the Participant, or a business unit for which the Participant provides services.








c) Value of a Point. The value of a point shall be equal to the total Incentive Award (determined by the results of Company performance as applied to the goals established for the Award Year) divided by the total number of points awarded.








d) Maximum Allocation. Notwithstanding the above, the dollar value of the sum of the initial and performance point 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, unless such limit is waived by the Chairman & CEO and the President with respect to a Participant.








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.








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 be awarded in full. 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. If any such goal is not met, the Chairman & CEO and the President may reduce the Incentive Award by an amount as they determine in their sole discretion. In addition, with respect to an individual Participant, if the Chairman & CEO and the President, in their sole discretion, determine that the Participant has not performed at a level during the Award Year deemed sufficient to have contributed to the success of the Company, the Participant' s point allocation may be reduced.








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 allocated to each Participant plus any Interest earned thereon shall be added to such Participant' s Incentive Account for the applicable Award Year. Any distribution attributable to an Incentive Account shall reduce the Incentive Account as of the date of distribution. 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.








5.2 Timing of Credits. The value of a Participant' s share of any Incentive Award for an Award Year shall be credited to a Participant' s Incentive Account for such Award Year 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 shall be increased or decreased by the Interest credited on each Determination Date as though the balance of that Incentive Account as of the date the Incentive Award is 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.









4

















5.3 Vesting of Accounts. Each Participant shall be twenty percent (20%) Vested in his or her Incentive Account on December 31st of the Award Year and an additional twenty percent (20%) on December 31 of each subsequent year. Participants must be employed on December 31st to Vest for the year. The Chairman & CEO and the President may accelerate Vesting (but not accelerate payment), or may establish criteria with respect to a Participant (in addition to the passage of time) before Vesting will occur with respect to any Incentive Award; provided, however, that any portion of an Incentive Award that has already Vested with the passage of time shall not be subject to any such additional vesting criteria, and provided further that no additional vesting criteria shall postpone the date of payment of the Incentive Award as provided under Section 6.1. 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 as soon as administratively feasible following the end of the fourth year following the Award Year, but in any event no later than two and one-half (2 bd) months following the end of such fourth year. Unless deferred pursuant to Section 6.3 below, such amount shall be paid in a lump sum.








6.2 Early Termination Benefit. In the event that a Participant Separates from Service with the Company prior to the end of the fourth year following the end of an Award Year, the Participant shall receive the Vested portion of the Incentive Account(s) as of the most recent Determination Date preceding the date of payment, payable in a lump sum; provided, however, that if the Participant has a deferral election on file with respect to an Incentive Account pursuant to Article VII, and incurs a Separation from Service after reaching Retirement Age, payment of the Vested amount of any Incentive Account shall be governed by Article VII with respect to the deferral election made by the Participant. If paid in a lump sum, the amount shall be paid as soon as administratively feasible after the Separation from Service, but in no event later than two and one-half (2 bd) months following the date of Separation from Service. In addition, the provisions of Section 7.2(A) shall apply to distributions under this Section 6.2.








6.3 Deferred Benefit (U.S. only). With respect to any Incentive Award, the Participant may elect, in a manner acceptable to the Company, to defer the receipt of all or a portion of the value of the Incentive Account due under this Plan by filing an election to do so within 90 (ninety) days after the beginning of the Award Year relating ...