FIRSTAMENDED AND RESTATED

 

(c)

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

 

(d)

“Committee” means an Administrative Committee comprised of Company employees selected by the President of the Company and approved by the Board to administer the Plan pursuant to Article IV herein.

 

(e)

“Company” means MidAmerican Energy Company. With respect to the obligation to make payments to any Participant under the Plan, Company shall mean the company who employs the Participant.  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).

 

(f)

“Designated Officer” means an officer of the Company, Holdings or any Subsidiary who has been approved by the Board or the Committee, as applicable, to participate in the Plan.

 

(g)

“Disability” means a condition 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 and the Executive (i) is unable to engage in any substantial gainful activity or (ii) has been receiving income replacement benefits for a period of not less than 3 months under a group long term disability insurance policy covering employees of the Company.  Such Disability shall be determined by the Committee in the exercise of good faith and reasonable judgment in reliance on competent medical advice from one or more qualified individuals selected by the Committee.

 

(h)

“Disability Benefit” means, for such Participant, the Normal Retirement Supplemental Benefit or Early Retirement Supplemental Benefit, computed as though the Participant incurred a Separation from Service on the date he or she reaches age 55 or, if the Participant has already reached age 55, on the date of Disability.

 

(i)

“Early Retirement Total Benefit” means a Normal Retirement Total Benefit reducing the 65% in the formula in Section 3.l(q) at the rate of one percentage point for each full and one percentage point for each fraction of a year that, on the Participants Early Retirement Date, such Participant’s age is less than sixty-five (65) years (i.e., 60% at age 60, 55% at age 55).

 

(j)

“Early Retirement” means, for each Participant, the commencement of benefits after Separation from Service of such Participant other than because of death or Cause, but prior to such Participant reaching Normal Retirement Age.

 

(k)

“Early Retirement Date” means the first day of the month following the later of (a) Participant’s attainment of age fifty-five (55) or (b) Participant’s date of Separation from Service prior to reaching Normal Retirement Age.

 

(l)

“Early Retirement Supplemental Benefit” (see subsection (p) below).

 

(m)

“Effective Date” means January 1, 1996. The Effective Date for the Plan as amended and restated herein means January 1, 2005.

 

(n)

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor thereto.

 

(o)

“Normal Retirement Total Benefit” means the annual benefit provided under the Plan on a Participant’s Normal Retirement Date, in the amount of sixty-five percent (65%) of such Participant’s Total Cash Compensation in effect immediately prior to such Participant’s Separation from Service, times a fraction, the numerator being the number of years (including fractions of a year) of participation in this Plan (or participation in a similar supplemental retirement plan of a Predecessor Company) as of the date of Separation from Service, and the denominator being the number of years of participation if the Participant had remained employed to age 55 (the factor shall not exceed 1.0). The Board or the Committee, as applicable, shall have the authority to grant the crediting of service with a former employer of a Participant in the calculation of such Participant’s number of years of participation in the Plan or to provide other credit for service on a case by case basis.

 

(p)

“Normal Retirement Supplemental Benefit” and “Early Retirement Supplemental Benefit”, respectively, mean the Normal Retirement Total Benefit or Early Retirement Total Benefit, as applicable, reduced by the sum of:

 

(i)

the annual benefits provided to such Participant under a Tax Qualified Pension Plan (determined as if the Participant elected a joint and 2/3  survivor benefit under such plan and beginning on the same date that payments begin under this Plan);

 

(ii)

benefits under Iowa-Illinois Gas and Electric Company Supplemental Retirement Plan, the Iowa Resources Inc. and Subsidiaries Supplemental Retirement Income Plan and the Midwest Resources Supplemental Retirement Plan, after converting such benefits to an actuarially equivalent amount, as determined by the Committee in the exercise of good faith and reasonable judgment; and

 

(iii)

tax qualified defined benefit pension type retirement plan benefits payable to such Participant by other employers of such Participant if service with such other employers is credited as service under the Tax Qualified Pension Plan, after converting such benefits to an actuarially equivalent amount, as determined by the Committee in the exercise of good faith and reasonable judgment;

 

(q)

“Normal Retirement Age” means, for each Participant, the attainment of age sixty-five (65) years.

 

(r)

“Normal Retirement Date” means the first day of the month following the month in which a Participant reaches Normal Retirement Age.

 

(s)

“Participant” means a Designated Officer of the Company, Holdings or any Subsidiary who has been approved by the Board or the Committee, as applicable, to participate in the Plan, and any retired individual who has a vested accrued benefit under the Plan as specified in Article V.

 

(t)

“Plan Year” means the calendar year beginning January 1 and ending December 31.

 

(u)

“Predecessor Company” means CalEnergy Company, Inc., Midwest Resources Inc., Iowa-Illinois Gas and Electric Company, Midwest Energy Company, Iowa Resources Inc., any subsidiaries of any of these companies and any member of the same controlled group of corporations of any of these companies.

 

(v)

“Rabbi Trust” means a grantor trust, within the meaning of Sections 671-678 of the Code, established by the Company for the benefit of the Participants, both active and retired, and the Participants’ designated beneficiaries, as specified in Article VIII.

 

(w)

“Separation from Service” means the termination of a Participant’s employment with the Company for any reason, or as otherwise defined in Applicable Guidance.

 

(x)

“Spouse” means a husband or wife as licensed in marriage by the state.

 

(y)

“Subsidiary” means a company as to which Holdings or the Company directly or indirectly holds securities representing at least 50% of the total voting power of all voting securities.

 

(z)

“Survivor’s Benefit” means the benefit payable to a Participant’s surviving Spouse, designated beneficiary or estate under the Plan as specified in Section 6.6 in the event of such Participant’s death.

 

(aa)

“Tax Qualified Pension Plan” shall mean the tax qualified defined benefit plan, cash balance plan and money purchase pension plan, if any, maintained by the Company, Holdings or any Subsidiary, but shall not include any profit sharing plans, employee stock ownership plans or qualified salary reduction or cash or deferred plan.

 

(cc)

“Year of Service” or “Years of Service” means each full twelve months of service with the Company, Holdings, a Subsidiary or a Predecessor Company.

 V.       

 

(a)

Death Prior to Commencement of Benefits.  If a Participant dies prior to commencement of the payment of any benefit hereunder, the Company shall pay to such Participant’s designated beneficiary or estate a Survivor’s Benefit equal to the Normal Retirement Supplemental Benefit (without application of the percentage reduction based upon years of participation prior to age 55) in one hundred eighty (180) equal monthly installments commencing on the first date of the month following such date of death and receipt of a death certificate by the Company, and continuing on the first day of each month thereafter until the one hundred eighty (180) payments have been made.

 

(b)

Death After Commencement of Benefits.  If a Participant dies after commencement of the payment of any benefit hereunder, the Company shall pay to the Participant’s surviving Spouse a Survivor’s Benefit commencing on the first day of the month following such date of death and receipt of a death certificate by the Company and continuing on the first day of each month thereafter for the remaining lifetime of the surviving Spouse.  The Survivor’s Benefit means a benefit equal to two-thirds of the Normal Retirement Supplemental Benefit, Early Retirement Supplemental Benefit or Disability Benefit, as applicable, that the Participant was receiving immediately prior to death, except that the actuarial value of the total Survivor’s Benefit (and present valued back to the time benefits commenced) shall be limited to fifty percent (50%) of the total benefit based upon the actuarial value of such total benefit at the time benefits commenced.  Both calculations shall use the same actuarial assumptions in effect under the MidAmerican Energy Company Retirement Plan (or subsequent replacement plan) at the time benefits commenced.

 

(c)

Payment by the Company of the benefit in Section 6.4(a) or (b) shall relieve the Company of the obligation to pay a Normal Retirement Supplemental Benefit, an Early Retirement Supplemental Benefit, a Disability Benefit, or any other benefit which the Participant might have otherwise received under the Plan.

 

(d)

In the event a Participant dies without a surviving Spouse, after commencement of the payment of any benefits hereunder, the Company shall pay to such Participant’s designated beneficiary or estate a Survivor’s Benefit equal to the Normal Retirement Supplemental Benefit, Early Retirement Supplemental Benefit or Disability Benefit, as applicable, that the Participant was receiving immediately prior to death such that a total of one hundred eighty (180) equal monthly installments is paid to the Participant and such Participant’s designated beneficiary or estate.  The Survivor’s Benefit portion shall commence on the first day of the month following such date of death and receipt of a death certificate by the Company, and continue on the first day of each month thereafter until a total of one hundred eighty (180) payments have been made.