MidAmericanEnergy Holdings Company LONG-TERMINCENTIVE PARTNERSHIP PLAN AsAmended and Restated January 1, 2007 PLANDOCUMENT MIDAMERICANENERGY HOLDINGS COMPANY LONG-TERMINCENTIVE PARTNERSHIP PLAN ARTICLE I PURPOSE ANDEFFECTIVE 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).

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).

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).

2.15    

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.

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.

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.

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.

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.

    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.

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 ½) 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 ½) 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 to the Incentive Award to be deferred (and, with respect to the 2008 and later Award Years, by filing an election to defer before the beginning of the Award Year).

a)  

The portion of the Incentive Account previously elected to be deferred shall be transferred as of the last day of the fourth year following the end of the Award Year to a Deferred Account (or as soon as administratively feasible following Separation from Service if an appropriate deferral election has previously been made) and shall thereafter be subject to the terms and conditions of Article VII herein (any portion not previously elected to be deferred shall be paid pursuant to the provisions of Section 6.1 above);

b)  

Such an election shall comply with the provisions of Section 7.4(A) and shall only permit the deferral of benefits otherwise payable under Section 6.1 above, and the limited circumstance set forth in Section 6.2 in the event of Retirement; and

c)  

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 and shall be governed by the provisions of the Plan dealing with Deferred Accounts.

6.4     

Death Benefit. In the event of the death of a Participant prior to payment of any Incentive Account(s), the Participant’s Beneficiary shall receive the value of the Incentive Account(s) determined as of the date of death. Such amounts shall be paid in a lump sum as soon as administratively feasible after the death of the Participant, but in no event later than two and one-half (2 ½) months following the date of the Participant’s death.

6.5     

Withholding and Payroll Taxes. The Company that employs the Participant at the time of payment shall withhold from any payment made pursuant to the Plan, from an Incentive Account, 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).  If FICA/Medicare taxes are due with respect to all or a portion of an Incentive Account prior to payment from the account, the Participant shall make arrangements satisfactory to the Company for payment of the Participant’s share of such taxes, which may include withholding of such taxes from other regular pay of the Participant.

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 Incentive Account(s), and the Participant’s (and Participant’s Beneficiary’s) rights under the Plan with respect to the Incentive Account(s) shall terminate.

7.1     

Definitions. For the purposes of this Article VII, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise.

7.2     

Separation from Service or Death.  The Company will pay to the Participant the balance held in the Participant’s Deferred 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 7.4.  In the event of the Participant’s death, the Plan will pay to the Participant’s Beneficiary the Participant’s Deferred Account balance or any remaining amount thereof if benefits to the Participant already have commenced, in accordance with the Participant’s election.

7.3     

Other Payment Events.  In addition to the payment events under Section 7.2, the Company will pay to a Participant all or any part of the Participant’s Deferred Account: (i) at a Specified Time or Pursuant to a Fixed Schedule elected by the Participant with respect to an In-Service subaccount; 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 7.4.

7.4     

Form, Timing and Method/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 7.4(A) and may make a change to an election under Section 7.4(B).  If no election to defer payment of an Award has been made by the deadline as set forth in Section 6.3, the timing and method of payment for an Award as set forth in Section 6.1, 6.2 and 6.4 shall be deemed to be the Participant’s initial deferral election for purposes of a change to an election under Section 7.4(B). Until the Company completely distributes a Participant’s Deferred Account, the Plan will continue to credit the Participant’s Deferred Account with Earnings, in accordance with Section 7.7.  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.  If no election is made with respect to an In-Service subaccount as to a specified time to begin payments, the date of the regularly scheduled payment for an Incentive Account shall be deemed to be the date to begin payments.  Distributions from a Retirement subaccount as a result of Separation from Service after Retirement Age shall be made  (or commence) in January following the calendar year in which Separation from Service occurs.  Except as provided below, payments from an In-Service subaccount shall commence as soon as administratively feasible following the date selected by the Participant.  If Separation from Service occurs after Retirement Age and before commencement of distribution from an In-Service subaccount, the In-Service subaccount shall be added to the Retirement subaccount and distributed accordingly.  Distributions from an In-Service 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 In-Service subaccount, where payments have already commenced prior to Separation from Service, shall continue to be made under the schedule then in effect).   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 a Deferred 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 7.4(A) (initial payment election) or pursuant to Section 7.4(B)(1) (change to payment election).  Disability shall not be treated as a distribution event if Separation from Service has not occurred.

7.5     

Withholding of Income Tax.  The Company that employs the Participant at the time of payment or employed the Participant immediately prior to a Separation from Service (with the Company including such payment on a Form W-2 issued by the Company to the Participant) will withhold from any payment made under the Plan from a Deferred Account 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.

7.6     

Administration of Payment Date(s).  The Company may shall pay a Participant’s Deferred Account balance 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 ½) 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.

7.7     

Notional Earnings.  The Company, under the Plan, periodically will credit Deferred Accounts with a determinable amount of notional Earnings (as a specified fixed or floating interest rate or other specified index or indices based on established and published financial investment benchmarks).  The Participant has the right to direct the investment of the Participant’s Deferred Account pursuant to conditions established by the Company.  This right is limited strictly to investment direction and the Participant will not be entitled to the distribution of any Deferred 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 Company.

8.1     

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) 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.

8.2     

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.

8.3     

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:

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.

8.4     

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:

8.5     

Effect of Payment. Payment to 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.

8.6     

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 to pay the Participant’s Vested Accrued Benefit to a guardian, trustee or other proper legal representative of the Beneficiary.

9.1     

Binding Effect of Decisions. Subject to the rights of a Participant under the claims procedure set forth in Article X, 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.

10.1    

Claim. Any person or entity claiming a benefit, requesting an interpretation or ruling under the Plan (hereinafter referred to as “Claimant”) 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.

10.2    

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.

  10.3    

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 Chairman & CEO and the President. 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 Chairman & CEO and the President of Claimant's claim or request.  The claim or request shall be reviewed by the Chairman & CEO and the President, 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.

10.4    

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.

11.1    

Amendment.   The Company 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 Company may make any such amendments effective immediately.

11.2    

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

12.1   

Unfunded Plan. To the extent the Plan is considered an “employee benefit pension plan” under Section 3 (2) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to any Participant (because some or all of the payments with respect to a Participant under the Plan have been elected by the Participant to be made from a Retirement Account), the Plan, as to any such Participant, 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 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.

12.2   

Company Obligation. The obligation to make benefit payments to any Participant under the Plan shall be an obligation solely of the Company.

12.3   

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.

12.4   

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.

12.5   

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.

12.6   

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.

12.7   

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.

12.8   

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.

12.9   

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.

12.10   

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 or to the Company 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.  Any election made under the Plan must be in writing and delivered (electronically, by facsimile, or my mail) to the Company pursuant to procedures established by the Company. 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.

12.11   

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.

12.12   

Account Statements. The Company will provide each Participant with a statement of the Participant’s Incentive Accounts and Deferral Accounts at least annually as of the last day of the most recent calendar year. The Company also will provide account statements to any Beneficiary of a deceased Participant with an Incentive Account or Deferral Account remaining in the Plan.

12.13   

Accounting. The Company will maintain for each Participant as is necessary for proper administration of the Plan, an Incentive Account for each Award year and a Deferral Account (and Retirement and In-Service subaccounts).

12.14   

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

12.15   

Reporting. The Company will report deferred compensation for Participants on Form W-2 in accordance with Notice 2005-1 and Applicable Guidance.

     13.1

Code §409A Amounts. The terms of this Plan control as to: (i) any compensation deferred prior to January 1, 2005; and (ii) any compensation deferred in Taxable Years beginning after December 31, 2004. All deferred compensation under this Section 13.1 is a “409A Amount”.

    13.2

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.

     13.3

Incorporation of Applicable Guidance. In the event of Applicable Guidance that is contrary to any Plan provision, the Company, 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 Company is permitted to comply operationally with the Applicable Guidance and before a formal Plan amendment is required.