**EXHIBIT
      4.17**


Execution
      Copy





**AMENDMENT
      NO. 1 TO**





**SHAREHOLDERS
      AGREEMENT**





This
      Amendment No. 1, dated as of December 7, 2005 (this “Amendment”) to the
      Shareholders Agreement, dated as of March 14, 2000 (the “Agreement”), by and
      among Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”); Walter
      Scott, Jr. (“Scott”), Sandra Scott Parker, Amy Lynn Scott Trust #3, Karen Ann
      Scott Trust #3, Sandra Sue Scott Trust #3, Walter David Scott Trust #3, Amy
      Lynn
      Scott Wyoming Trust, W. David Scott Wyoming Trust, Karen Ann Dixon Wyoming
      Trust, Double Eight Land Corporation (the “Scott Family Entities”) and David L.
      Sokol and Gregory E. Abel (the “Management Investors,” and, together with
      Berkshire, Scott and the Scott Family Entities, the “Investors”); and
      MidAmerican Energy Holdings Company, an Iowa corporation (formerly named Teton
      Acquisition Corp., and hereinafter referred to as the “Company”).





WHEREAS,
      Scott and the holders of a majority in interest of the Scott Family Entities’
Securities have agreed to eliminate their existing right under Section 4(c)
      of
      the Agreement to require the payment of cash by Berkshire upon any exercise
      of
      the Scott Put, but will retain their existing right under Section 4(c) to
      receive shares of Berkshire common stock upon any exercise of the Scott
      Put;





WHEREAS,
      Berkshire has agreed to grant to the Management Investors a similar right to
      put
      their shares of Common Stock, no par value, of the Company (“Common Stock”) to
      Berkshire in exchange for shares of Berkshire common stock;





WHEREAS,
      the Management Investors have agreed to grant to Berkshire a right of first
      refusal in respect of the Securities owned by them;





WHEREAS,
      the parties hereto desire to clarify that all puts of Common Stock to Berkshire
      in exchange for Berkshire common stock made at any time after Berkshire owns
      in
      excess of 80% of the vote and value of the Company are intended to qualify
      as a
      tax-free reorganization within the meaning of Section 368(a)(1)(B) of the
      Internal Revenue Code of 1986 (the “Code”) and the parties further intend that
      the Agreement, as amended, constitutes a “plan of reorganization” within the
      meaning of Treasury Regulation Section 1.368-2(g) as to such puts and that
      each
      such exchange of Common Stock for Berkshire common stock will be pursuant to
      such plan of reorganization; and





WHEREAS,
      the parties hereto desire to amend the Agreement to effect the foregoing changes
      and other related changes, all as further set forth herein.





NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto agree as follow:





1.  SECTION
      2(a) .
      Section
      2(a) of the Agreement is hereby deleted in its entirety and replaced by a new
      Section 2(a) to read as follows:










“(a) Resale
      of Management Investors' Securities. Except
      as otherwise provided in Section 3, and except for Permitted Management
      Transfers (as defined below), no Management Investor shall Transfer any
      Securities, or any beneficial interest therein, other than to (i) such
      Management Investor's spouse, or his or her ancestors, lineal descendants,
      siblings or estate, (ii) any trusts for the benefit of such Management Investor
      or any of the persons or entities described in subpart (i) hereof, (iii) any
      limited liability company, partnership or corporation controlled by, and
      substantially entirely owned by, such Management Investor and/or any of the
      persons or entities described in subpart (i) hereof and (iv) charitable
      foundations or trusts which are controlled by such Management Investor and/or
      any of the persons described in subpart (i) hereof (collectively, “Management
      Permitted Transferees”). As used herein, “Permitted Management Transfers” shall
      mean (v) Transfers between or among such Management Investor's and/or his
      spouse's Management Permitted Transferees, (w) Transfers between Management
      Investors, (x) Transfers at any time in compliance with Sections 2(d) through
      2(k) hereof, (y) Transfers made at any time pursuant to the Management Put
      described in Section 4(a), the Management Call described in Section 4(b) or
      the
      Management Exchange Put described in Section 4(d) and (z) other Transfers agreed
      upon by such Management Investor and Berkshire from time to time. For the
      avoidance of doubt, this Section 2(a) is not intended to diminish any transfer
      restrictions contained in any option agreement governing the Options. The
      Transfer restrictions contained in this Section 2 shall terminate upon a
      Berkshire Majority Transfer.”





2.  SECTION
      2(d). Section
      2(d) of the Agreement is hereby amended by deleting the word “unless” contained
      therein and by replacing it with the following words: “and, except as otherwise
      permitted by Section 2(a) hereof, no Management Investor shall Transfer any
      Securities, unless, in any such case,”.





3.  SECTION
      2(e). Section
      2(e) of the Agreement is hereby amended by deleting the words “shares of Common
      Stock” in both places where they appear therein and by replacing them in both
      such places with the words, “applicable Securities”.





4.  SECTION
      4(a) .
      Section
      4(a) of the Agreement is hereby amended by adding a new proviso at the end
      of
      the first sentence thereof, to read as follows: “; and provided further that a
      Management Investor may not exercise his or her Management Put at any time
      that,
      and for so long as, the Company notifies the Management Investors that, in
      its
      good faith judgment after consultation with outside counsel experienced in
      tax
      matters, there is a meaningful risk that the exercise of a Management Put at
      that time could reasonably be expected to cause any exchange pursuant to a
      Scott
      Exchange Put or a Management Exchange Put to fail to qualify as a tax-free
      reorganization within the meaning of Section 368(a)(1)(B) of the
      Code.”




2




5.  SECTION
        4(b ).
        Section 4(b) of the Agreement is hereby amended by inserting the words “subject
        to the provisions contained in the last sentence of Section 4(f)(ii) hereof,”
immediately after the words “At any time after the earlier of the third
        anniversary of the date hereof or a Berkshire Majority Transfer,” contained in
        the first sentence of Section 4(b). Section 4(b) of the Agreement is hereby
        further amended by deleting the words “only once” contained in the proviso to
        the first sentence thereof and replacing such words with the words “no more than
        twice”.


6.  EXISTING
      SECTIONS 4(c), 4(d) AND 4(e). Sections
      4(c), 4(d) and 4(e) of the Agreement shall be eliminated in their entirety
      and
      replaced by new Sections 4(c), 4(d) and 4(e) to read as follows:





“(c) The
      Scott Exchange Put. At any
      time following the date of Amendment No. 1 to this Agreement, and provided
      in
      any such case that Berkshire is then an Eligible Purchaser, Scott, any or all
      of
      the Scott Entities and any or all of the Scott Family Entities shall have the
      right to require Berkshire to purchase, upon the terms and subject to the
      conditions of this Agreement, any or all of the shares of Common Stock owned
      by
      such persons and entities (the “Scott Exchange Put”) in exchange for shares of
      Berkshire common stock (“Berkshire Shares”) equal in value to the Final Agreed
      Purchase Price or Final Appraised Purchase Price, as applicable. For purposes
      of
      any such purchase and exchange, the value of each Berkshire Share to be received
      in the exchange shall be equal to the closing price quoted for such Berkshire
      Shares on the New York Stock Exchange on the day immediately preceding the
      closing of such exchange. In the event that Scott, any of the Scott Entities
      or
      any of the Scott Family Entities elect to exercise the Scott Exchange Put,
      then
      such person or entity shall provide a written exchange put notice to Berkshire
      specifying the number of shares of Common Stock to be put and exchanged by
      them
      (a “Scott Exchange Put Notice”). The Scott Exchange Put shall terminate upon a
      Berkshire Majority Transfer. Berkshire shall register all Berkshire Shares
      issued upon any exercise of a Scott Exchange Put for resale by promptly filing
      an S-3 Registration Statement (or, when applicable, a prospectus supplement)
      with respect to such shares if the value thereof exceeds $15 million and,
      in connection therewith, Berkshire shall, if eligible, request automatic
      effectiveness under Rule 415 (“Rule 415”) promulgated pursuant to the Securities
      Act of 1933, as amended. Notwithstanding anything contained in this Agreement
      to
      the contrary, Berkshire shall have no obligation to register any such Berkshire
      Shares (or, following a registration of such Berkshire Shares, to maintain
      the
      effectiveness of the applicable Registration Statement) if all such Berkshire
      Shares may be sold in a single sale without any limitation as to volume under
      Rule 144(e) of the Securities Act by virtue of Rule 144(k) thereunder. In
      addition, if any registration of such Berkshire Shares should not be made or
      continued because it would require Berkshire to disclose in a registration
      statement information not otherwise then required by law to be publicly
      disclosed (without regard to any existing registration statement filed in
      connection with this Agreement) and Berkshire has a bona fide purpose for
      delaying such disclosure (a “Valid Business Reason”), then Berkshire may
      postpone filing the registration statement or, if a registration statement
      has
      already been filed, may (upon prompt notice to the selling stockholders)
      postpone amending or supplementing such registration statement, until such
      Valid
      Business Reason no longer exists, provided that Berkshire agrees to use all
      reasonable efforts to minimize the duration and frequency of any such delays
      to
      the extent consistent with Berkshire’s financial, strategic, and other business
      priorities and provided further that any such postponement or postponements
      shall not exceed an aggregate of ninety (90) days during any consecutive period
      of one hundred and eighty (180) days..




3





(d) The
      Management Exchange Put. At any
      time following the date of Amendment No. 1 to this Agreement, and provided
      in
      any such case that Berkshire is then an Eligible Purchaser, any or all of the
      Management Investors shall have the right to require Berkshire to purchase,
      upon
      the terms and subject to the conditions of this Agreement, any or all of the
      shares of Common Stock owned by such persons (the “Management Exchange Put”) in
      exchange for Berkshire Shares equal in value to the Final Agreed Purchase Price
      or Final Appraised Purchase Price, as applicable; provided, however, that a
      Management Investor may exercise a Management Exchange Put as to his or her
      Common Stock only once in any twelve month period. For purposes of any such
      purchase and exchange, the value of each Berkshire Share to be received in
      the
      exchange shall be equal to the closing price quoted for such Berkshire Shares
      on
      the New York Stock Exchange on the day immediately preceding the closing of
      such
      exchange. In the event that any of the Management Investors elect to exercise
      the Management Exchange Put, then such person shall provide a written exchange
      put notice to Berkshire specifying the number of shares of Common Stock to
      be
      put and exchanged by them (a “Management Exchange Put Notice”). The Management
      Exchange Put shall terminate upon a Berkshire Majority Transfer. Berkshire
      shall
      register all Berkshire Shares issued upon any exercise of a Management Exchange
      Put for resale by promptly filing an S-3 Registration Statement (or, when
      applicable, a prospectus supplement) with respect to such shares if the value
      thereof exceeds $15 million and, in connection therewith, Berkshire shall,
      if
      eligible, request automatic effectiveness under Rule 415. Notwithstanding
      anything contained in this Agreement to the contrary, Berkshire shall have
      no
      obligation to register any such Berkshire Shares (or, following a registration
      of such Berkshire Shares, to maintain the effectiveness of the applicable
      Registration Statement) if all such Berkshire Shares may be sold in a single
      sale without any limitation as to volume under Rule 144(e) of the Securities
      Act
      by virtue of Rule 144(k) thereunder. In addition, if Berkshire determines,
      in
      its good faith judgment, that any registration of such Berkshire Shares should
      not be made or continued because of a Valid Business Reason, then Berkshire
      may
      postpone filing the registration statement or, if a registration statement
      has
      already been filed, may (upon prompt notice to the selling stockholders)
      postpone amending or supplementing such registration statement, until such
      Valid
      Business Reason no longer exists, provided that Berkshire agrees to use all
      reasonable efforts to minimize the duration and frequency of any such delays
      to
      the extent consistent with Berkshire’s financial, strategic, and other business
      priorities and provided further that any such postponement or postponements
      shall not exceed an aggregate of ninety (90) days during any consecutive period
      of one hundred and eighty (180) days.





(e) The
      Purchase Price The
      purchase price payable pursuant to Section 4(a) or 4(b) above shall be payable
      in cash and the purchase price (also sometimes referred to as the exchange
      price) payable pursuant to Section 4(c) or 4(d) above shall be payable in
      Berkshire Shares. Any purchase and exchange effected pursuant to Section 4(c)
      or
      4(d) above at a time when Berkshire owns more than 80% in vote and value of
      the
      Company shall be deemed to have been implemented in a plan of reorganization
      within the meaning of Treasury Regulation section 1.368-2(g). With respect
      to
      any shares of Common Stock subject to any Management Put, Management Call,
      Scott
      Exchange Put or Management Exchange Put, the purchase price (or exchange price)
      shall equal the applicable number of shares of Common Stock multiplied by the
      purchase price per share, which shall be the fair market value of a share of
      Common Stock assuming the Company is valued on a going-concern basis as though
      it were a publicly traded company with reasonable liquidity in the market for
      its shares and without a controlling shareholder and without attributing any
      change of control premium to the sale of such share, and taking into account
      all
      aspects of the Company's capital structure including all outstanding options.
      With respect to any Options subject to a Management Put, the purchase price
      shall be determined as if the Options had been exercised, with the purchase
      price per share determined as described above, and reduced by the applicable
      exercise price or prices. With respect to any Options subject to a Management
      Call, the purchase price determined as described in the immediately preceding
      sentence shall be increased to the extent required to reflect the loss of the
      remaining time value of the Options. The applicable purchase price (or exchange
      price, as applicable) as determined pursuant to this Section 4(e) is referred
      to
      as the “Purchase Price” and the applicable “Final Agreed Purchase Price,” “Final
      Appraised Purchase Price” and “Final Purchase Price” shall be determined
      pursuant to the applicable procedures set forth in Sections 4(f) and 4(g)
      below.”




4




7.  EXISTING
      SECTIONS 4(f) AND 4(g) AND NEW SECTION 4(f). Sections
      4“(f)” and 4“(g)” of the Agreement are amended by recaptioning such sections as
      Sections 4“(g)” and 4“(h)”, respectively, and by inserting a new Section 4(f)
      immediately before such recaptioned section 4(g), with such new Section 4(f)
      to
      read in its entirety as follows:





“(f) Determination
      of the Purchase Price for the Management Put or Management Call or for the
      Management Exchange Put. (i) As
      soon as reasonably practicable, but in any event within fifteen (15) days,
      following the delivery of a Management Put Notice or a Management Call Notice,
      the Company shall prepare and deliver to each selling Management Investor a
      statement setting forth the good faith calculation of the Purchase Price as
      of
      the date of the notice, together with detail reasonably sufficient for such
      Management Investor(s) to evaluate the accuracy of such calculation (the
“Purchase Price Statement”). Unless any selling Management Investor, within
      fifteen (15) days after receipt of the Purchase Price Statement, delivers to
      the
      Company a notice (the “Dispute Notice”): (i) objecting in good faith to such
      Purchase Price Statement, (ii) setting forth in reasonable detail the items
      being disputed and the reasons therefor and (iii) specifying such selling
      Management Investor's preliminary calculation of the Purchase Price as of the
      date of the Put Notice or the Call Notice, as applicable, such Purchase Price
      Statement shall be deemed to be final, and the Purchase Price set forth therein
      shall be deemed to be the applicable “Final Agreed Purchase Price”. If a selling
      Management Investor delivers a Dispute Notice and if the Company and such
      selling Management Investor(s) are unable to agree upon a Final Agreed Purchase
      Price within thirty (30) days of the date of the Dispute Notice, then any such
      selling Management Investor or the Company may elect to submit the calculation
      of the Purchase Price to an independent appraiser who shall be a member of
      a
      reputable valuation firm or investment bank which is designated jointly by
      the
      Company and such Management Investor(s); provided, however, that the Company
      and
      the Management Investors (as a group) may each only exercise their respective
      rights to seek an appraisal under this Section 4(f)(i) or, in the case of the
      Management Investors, Section 4(f)(ii) only once in any twelve (12) month
      period. Such appraiser shall determine the Purchase Price as of the date of
      the
      Management Put Notice or Management Call Notice, as applicable, and such
      Purchase Price shall be deemed to be the applicable “Final Appraised Purchase
      Price”. If the appraisal results from a Management Put Notice or a Management
      Call Notice, within thirty (30) days of the determination of the Final Appraised
      Purchase Price by the appraiser, (i) any Management Investor, including the
      Management Investor giving the original Management Put Notice, may elect to
      exercise or withdraw its Management Put to sell Securities to the Company for
      the applicable Final Appraised Purchase Price and (ii) the Company may elect
      to
      exercise or withdraw the Management Call to purchase Securities from any
      Management Investor, including the Management Investor giving the original
      Management Put Notice, for the applicable Final Appraised Purchase Price. If
      the
      Management Put is exercised pursuant to the preceding sentence by any Management
      Investor, then the Management Investors (as a group) shall have no further
      right
      to request an appraisal under this Section 4(f)(i) or under Section 4(f)(ii)
      below for a twelve (12) month period in connection with a Management Put or
      Management Call or a Management Exchange Put, and if the Management Call is
      exercised pursuant to the preceding sentence, then the Company shall have no
      further right to request an appraisal for a twelve (12) month period in
      connection with a Management Put or Management Call.




5




(ii)
      As
      soon as reasonably practicable, following the delivery of a Management Exchange
      Put Notice, Berkshire shall prepare and deliver to each Management Investor
      who
      delivered such a notice a Purchase Price Statement. Unless any such Management
      Investor, within fifteen (15) days after receipt of the Purchase Price
      Statement, delivers to Berkshire a Dispute Notice (i) objecting in good faith
      to
      such Purchase Price Statement, (ii) setting forth in reasonable detail the
      items
      being disputed and the reasons therefore and (iii) specifying such Management
      Investor’s preliminary calculation of the Purchase Price as of the date of the
      Management Exchange Put Notice, such Purchase Price Statement shall be deemed
      to
      be final, and the Purchase Price set forth therein shall be deemed to be the
      applicable “Final Agreed Purchase Price”. If a Management Investor delivers a
      Dispute Notice and if Berkshire and such Management Investor(s) are unable
      to
      agree upon a Final Agreed Purchase Price within thirty (30) days of the date
      of
      the Dispute Notice, then any such Management Investor(s) or Berkshire may elect
      to submit the calculation of the Purchase Price to an independent appraiser
      who
      shall be a member of a reputable valuation firm or investment bank which is
      designated jointly by Berkshire and such Management Investor(s); provided,
      however, that Berkshire and the Management Investors (as a group) may each
      only
      exercise their respective rights to seek an appraisal under this Section
      4(f)(ii) or, in the case of the Management Investors, under Section 4(f)(i)
      only
      once in any twelve (12) month period. Such appraiser shall determine the
      Purchase Price as of the date of the Management Exchange Put Notice and such
      Purchase Price shall be deemed to be the applicable “Final Appraised Purchase
      Price”. Notwithstanding anything to the contrary contained in Section 4(b) or
      elsewhere in this Agreement, from and after the date of delivery of a Management
      Exchange Put Notice by any Management Investor, the Company shall have no right
      to exercise its Management Call as to any shares of Common Stock that are the
      subject of a Management Exchange Put.”





8.  SECTION
      4(g) .
      Recaptioned Section 4(g) of the Agreement is hereby amended by deleting the
      words “ten (10) days” in the second sentence thereof and replacing them with the
      words “fifteen (15) days”.





9.  SECTION
      4(h). Recaptioned Section 4(h) of the Agreement is hereby amended by inserting the
      words “(or Final Agreed Purchase Price or Final Appraised Purchase Price, as
      applicable)” immediately after the words “Final Purchase Price” in the first
      sentence thereof and by deleting the last two sentences of such section and
      by
      replacing them with three new sentences to read as follows:




“The
      purchase price shall be paid in cash or Berkshire Shares, as applicable, at
      the
      closing. At the closing, the selling or exchanging Investor(s) shall deliver
      to
      the purchasing party the certificates evidencing the Securities to be conveyed,
      duly endorsed and in negotiable form with all requisite documentary stamps
      affixed thereto. In addition, if the closing relates to an exercise of a Scott
      Exchange Put or a Management Exchange Put, then Berkshire shall deliver to
      the
      exchanging Investor(s) duly authorized and executed certificates evidencing
      the
      applicable Berkshire Shares at the closing.”





10.  THE
      WORDS “SCOTT PUT” AND “SCOTT PUT NOTICE”. The
      words “Scott Put” and “Scott Put Notice” shall be replaced with the words “Scott
      Exchange Put” and “Scott Exchange Put Notice”, respectively, in each and every
      place that they appear in the Agreement.





11.  CERTAIN
      SECTION REFERENCES. All
      references to “4(d)” and “4(e)” contained within the defined terms set forth in
      Section 7(a) of the Agreement shall be amended to read “4(e)” and “4(f)”,
      respectively.





12.  DEFINITION
      OF “TRANSFER”. The
      definition of the term “Transfer” contained in Section 7(a) of the Agreement
      shall be amended by adding the words “Management Exchange Put” immediately after
      the words “Management Put” contained therein.





6





13.  SECTION
      8(d). Section
      8(d) of the Agreement is amended by changing the reference to “4(a), (b), (d),
      (e) and (g)” contained therein to read “4(a), 4(b), 4(d), 4(e), 4(f) and 4(h)”.
      Section 8(d) is further amended by changing the reference to “4(c)-(g)”
contained therein to read “4(c), 4(e), 4(f), 4(g) or 4(h)”.





14.  NO
      OTHER AMENDMENTS. Except
      as expressly set forth in this Amendment, there shall be no other changes to
      the
      Agreement and all other provisions of the Agreement shall remain in full force
      and effect.





15.  GOVERNING
      LAW. This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of Iowa applicable to contracts made and to be performed entirely within
      such State.





16.  SECTION
      HEADINGS. The
      headings of sections in this Amendment are inserted for convenience only and
      shall not be deemed to constitute a part hereof.





17.  COUNTERPARTS .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which together shall be considered one and the
      same agreement.





7


IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      date
      first above written.




MIDAMERICAN
              ENERGY
              HOLDINGS COMPANYBy:
            /s/ Douglas
              L. AndersonName:Douglas
              L.
              AndersonTitle:




/s/ Walter Scott, Jr.Walter Scott, Jr.MANAGEMENT
              INVESTORS/s/ David L.
              SokolDavid L. Sokol/s/ Gregory E.
              AbelGregory E. Abel


BERKSHIRE
              HATHAWAY, INC.By:
            /s/
               Marc D. HamburgName: 
              Marc D. HamburgTitle:






[SIGNATURE
      PAGE 1 OF SHAREHOLDERS AGREEMENT]










AMY
              LYNN SCOTT TRUST #3By:
            U.S. BANK NATIONAL ASSOCIATION,
              as
              trusteeBy:
            /s/ Kathleen
              SitesName:
              Kathleen SitesTitle:  
              VP




KAREN
              ANN SCOTT
              TRUST #3By:
            U.S. BANK NATIONAL ASSOCIATION,
              as
              trusteeBy:
            /s/ Kathleen
              SitesName: 
              Kathleen SitesTitle:   
              VP  SANDRA
              SUE SCOTT
              TRUST #3By:
            U.S. BANK NATIONAL ASSOCIATION, as
              trusteeBy:
            /s/ Kathleen
              SitesName: 
              Kathleen SitesTitle:    VP





WALTER
              DAVID SCOTT TRUST #3By:
            U.S. BANK NATIONAL ASSOCIATION,
              as
              trusteeBy:
            /s/ Kathleen
              SitesName: 
              Kathleen SitesTitle:   
              VP




[SIGNATURE
      PAGE 2 OF SHAREHOLDERS AGREEMENT]












/s/
              Sandra Scott ParkerSandra
              Scott ParkerAMY
              LYNN SCOTT WYOMING TRUSTBy:
            THE WASHINGTON COMPANY, a
              Wyomingcorporation, successor trusteeBy:
            /s/ John
              K. BoyerName: 
              John K. BoyerTitle:


W.
              DAVID SCOTT WYOMING TRUSTBy:
            THE WASHINGTON COMPANY, a
              Wyomingcorporation, successor trusteeBy:
            /s/ John
              K. BoyerName: 
              John K. BoyerTitle:




KAREN
              ANN DIXON
              WYOMING TRUSTBy:
            THE
              WASHINGTON COMPANY, a Wyomingcorporation,
              successor trusteeBy:
            /s/ John
              K. BoyerName:
              John K. BoyerTitle:




DOUBLE
              EIGHT LAND
              CORPORATIONBy:
            /s/ Walter
              Scott, Jr.Name:
              Walter Scott, Jr.Title:




[SIGNATURE
      PAGE 3 OF SHAREHOLDERS AGREEMENT]