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                                                                     EXHIBIT 4.2

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                    $500,000,000 4.20% SENIOR NOTES DUE 2010

         UNCONDITIONALLY AND IRREVOCABLY GUARANTEED AS TO THE PAYMENT OF
         PRINCIPAL AND INTEREST (INCLUDING SPECIAL INTEREST, IF ANY) BY
                             BERKSHIRE HATHAWAY INC.

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 22, 2003

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

      Berkshire Hathaway Finance Corporation, a Delaware corporation (the
"Issuer"), proposes to issue and sell to the Purchaser (as defined herein) upon
the terms set forth in the Purchase Agreement (as defined herein) $500,000,000
aggregate principal amount of its 4.20% Senior Notes due December 15, 2010 (the
"Notes"), which are unconditionally and irrevocably guaranteed as to the payment
of principal and interest (including special interest, if any) by Berkshire
Hathaway Inc., a Delaware corporation (the "Guarantor"). As an inducement to the
Purchaser to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchaser thereunder, the Issuer and the
Guarantor, jointly and severally, agree with the Purchaser for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:

      1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement (this "Agreement"), the following terms shall have the
following respective meanings:

      "Base Interest" shall mean the interest that would otherwise accrue on the
    Securities under the terms thereof and the Indenture, without giving effect
    to the provisions of this Agreement.

      The term "broker-dealer" shall mean any broker or dealer registered with
    the Commission under the Exchange Act.

      "Closing Date" shall mean the date on which the Securities are initially
    issued.

      "Commission" shall mean the United States Securities and Exchange
    Commission, or any other federal agency at the time administering the
    Exchange Act or the Securities Act, whichever is the relevant statute for
    the particular purpose.


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      "Effective Time," in the case of (i) an Exchange Registration, shall mean
    the time and date as of which the Commission declares the Exchange
    Registration Statement effective or as of which the Exchange Registration
    Statement otherwise becomes effective and (ii) a Shelf Registration, shall
    mean the time and date as of which the Commission declares the Shelf
    Registration Statement effective or as of which the Shelf Registration
    Statement otherwise becomes effective.

      "Electing Holder" shall mean any holder of Registrable Securities that has
    returned a completed and signed Notice and Questionnaire to the Issuer in
    accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
    successor thereto, as the same shall be amended from time to time.

      "Exchange Offer" shall have the meaning assigned thereto in Section 2(a)
    hereof.

      "Exchange Registration" shall have the meaning assigned thereto in Section
    3(c) hereof.

      "Exchange Registration Statement" shall have the meaning assigned thereto
    in Section 2(a) hereof.

      "Exchange Securities" shall have the meaning assigned thereto in Section
    2(a) hereof.

      The term "holder" shall mean each of the Purchaser and other persons who
    acquire Registrable Securities from time to time (including any successors
    or assigns), in each case for so long as such person owns any Registrable
    Securities.

      "Indenture" shall mean the Indenture dated as of December 22, 2003 among
    the Issuer, the Guarantor and J.P. Morgan Trust Company, National
    Association, as Trustee, as the same shall be amended from time to time.

      "NASD Rules" shall have the meaning assigned thereto in Section 3(d)(xiv)
    hereof.

      "Notice and Questionnaire" means a Notice of Registration Statement and
    Selling Securityholder Questionnaire substantially in the form of Exhibit A
    hereto.

      The term "person" shall mean a corporation, association, partnership,
    organization, business, individual, government or political subdivision
    thereof or governmental agency.

      "Purchase Agreement" shall mean the Purchase Agreement dated December 15,
    2003 among the Purchaser, the Guarantor and the Issuer relating to the
    Securities.

      "Purchaser" shall mean Goldman, Sachs & Co.

      "Registrable Securities" shall mean the Securities; provided, however,
    that a Security shall cease to be a Registrable Security when (i) in the
    circumstances contemplated by Section 2(a) hereof, the Security has been
    exchanged for an Exchange Security in an Exchange Offer as contemplated in
    Section 2(a) hereof (provided that any Exchange Security that, pursuant to
    the last two sentences of Section 2(a), is included in a prospectus for use
    in connection with resales by broker-dealers shall be deemed to be a
    Registrable Security with respect to Sections 5 and 7 until resale of such
    Registrable Security has been effected within the 180-day period referred to
    in Section 2(a)); (ii) in the circumstances


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    contemplated by Section 2(b) hereof, a Shelf Registration Statement
    registering such Security under the Securities Act has been declared or
    becomes effective and such Security has been sold or otherwise transferred
    by the holder thereof pursuant to and in a manner contemplated by such
    effective Shelf Registration Statement; (iii) such Security is sold pursuant
    to Rule 144 under circumstances in which any legend borne by such Security
    relating to restrictions on transferability thereof, under the Securities
    Act or otherwise, is removed by the Issuer or pursuant to the Indenture;
    (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule
    144; or (v) such Security shall cease to be outstanding.

      "Registration Default" shall have the meaning assigned thereto in Section
    2(c) hereof.

      "Registration Default Period" shall have the meaning assigned thereto in
    Section 2(c) hereof.

      "Registration Expenses" shall have the meaning assigned thereto in Section
    4 hereof.

      "Resale Period" shall have the meaning assigned thereto in Section 2(a)
    hereof.

      "Restricted Holder" shall mean (i) a holder that is an affiliate of the
    Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange
    Securities outside the ordinary course of such holder's business, (iii) a
    holder who has arrangements or understandings with any person to participate
    in the Exchange Offer for the purpose of distributing Exchange Securities
    and (iv) a holder that is a broker-dealer, but only with respect to Exchange
    Securities received by such broker-dealer pursuant to an Exchange Offer in
    exchange for Registrable Securities acquired by the broker-dealer directly
    from the Issuer.

      "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule
    promulgated under the Securities Act (or any successor provision), as the
    same shall be amended from time to time.

      "Securities" shall mean, collectively, the Notes to be issued and sold to
    the Purchaser, and securities issued in exchange therefor or in lieu thereof
    pursuant to the Indenture. Each Security is entitled to the benefit of the
    Guarantee, dated as of December 22, 2003, provided by the Guarantor for the
    benefit of the holders of the Securities (the "Guarantee") and, unless the
    context otherwise requires, any reference herein to a "Security," an
    "Exchange Security" or a "Registrable Security" shall include a reference to
    the related Guarantee.

      "Securities Act" shall mean the Securities Act of 1933, or any successor
    thereto, as the same shall be amended from time to time.

      "Shelf Registration" shall have the meaning assigned thereto in Section
    2(b) hereof.

      "Shelf Registration Statement" shall have the meaning assigned thereto in
    Section 2(b) hereof.

      "Special Interest" shall have the meaning assigned thereto in Section 2(c)
    hereof.

      "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any
    successor thereto, and the rules, regulations and forms promulgated
    thereunder, all as the same shall be amended from time to time.


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      Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision.

            2. Registration Under the Securities Act.

      (a) Except as set forth in Section 2(b) below, the Issuer and the
    Guarantor agree to file under the Securities Act, as soon as practicable,
    but no later than 90 days after the Closing Date, a registration statement
    relating to an offer to exchange (such registration statement, the "Exchange
    Registration Statement", and such offer, the "Exchange Offer") any and all
    of the Securities for a like aggregate principal amount of debt securities
    issued by the Issuer and guaranteed by the Guarantor, which debt securities
    and guarantee are substantially identical to the Securities and the related
    Guarantee, respectively (and are entitled to the benefits of a trust
    indenture which is substantially identical to the Indenture or is the
    Indenture and which has been qualified under the Trust Indenture Act),
    except that they have been registered pursuant to an effective registration
    statement under the Securities Act and do not contain provisions for the
    additional interest contemplated in Section 2(c) below (such new debt
    securities hereinafter called "Exchange Securities"). The Issuer and the
    Guarantor agree to use their best efforts to cause the Exchange Registration
    Statement to become effective under the Securities Act as soon as
    practicable, but no later than 180 days after the Closing Date. The Exchange
    Offer will be registered under the Securities Act on the appropriate form
    and will comply with all applicable tender offer rules and regulations under
    the Exchange Act. The Issuer and the Guarantor further agree to use their
    best efforts to commence and complete the Exchange Offer promptly, but no
    later than 45 days after such registration statement has become effective,
    hold the Exchange Offer open for at least 30 days and exchange Exchange
    Securities for all Registrable Securities that have been properly tendered
    and not withdrawn on or prior to the expiration of the Exchange Offer. The
    Exchange Offer will be deemed to have been "completed" only if the debt
    securities and related guarantee received by holders other than Restricted
    Holders in the Exchange Offer for Registrable Securities are, upon receipt,
    transferable by each such holder without restriction under the Securities
    Act and the Exchange Act and without material restrictions under the blue
    sky or securities laws of a substantial majority of the States of the United
    States of America. The Exchange Offer shall be deemed to have been completed
    upon the earlier to occur of (i) the Issuer having exchanged the Exchange
    Securities for all outstanding Registrable Securities pursuant to the
    Exchange Offer and (ii) the Issuer having exchanged, pursuant to the
    Exchange Offer, Exchange Securities for all Registrable Securities that have
    been properly tendered and not withdrawn before the expiration of the
    Exchange Offer, which shall be on a date that is at least 30 days following
    the commencement of the Exchange Offer. The Issuer and the Guarantor agree
    (x) to include in the Exchange Registration Statement a prospectus for use
    in any resales by any holder of Exchange Securities that is a broker-dealer
    and (y) to keep such Exchange Registration Statement effective for a period
    (the "Resale Period") beginning when Exchange Securities are first issued in
    the Exchange Offer and ending upon the earlier of the expiration of the
    180th day after the Exchange Offer has been completed or such time as such
    broker-dealers no longer own any Registrable Securities. With respect to
    such Exchange Registration Statement, such holders shall have the benefit of
    the rights of indemnification and contribution set forth in Sections 5(a),
    (c), (d) and (e) hereof.

      (b) If (i) on or prior to the time the Exchange Offer is completed
    existing Commission interpretations are changed such that the debt
    securities or the related guarantee received


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    by holders other than Restricted Holders in the Exchange Offer for
    Registrable Securities are not or would not be, upon receipt, transferable
    by each such holder without restriction under the Securities Act, (ii) the
    Exchange Offer has not been completed within 225 days following the Closing
    Date or (iii) the Exchange Offer is not available to the Purchaser for any
    Securities acquired directly from the Issuer and the Guarantor, the Issuer
    and the Guarantor shall, in lieu of (or, in the case of clause (iii), in
    addition to) conducting the Exchange Offer contemplated by Section 2(a),
    file under the Securities Act as soon as practicable, but no later than the
    later of 30 days in the case of clause (i) or (ii) and 90 days in the case
    of clause (iii) after the time such obligation to file arises, a "shelf"
    registration statement providing for the registration of, and the sale on a
    continuous or delayed basis by the holders of, all of the Registrable
    Securities, pursuant to Rule 415 or any similar rule that may be adopted by
    the Commission (such filing, the "Shelf Registration" and such registration
    statement, the "Shelf Registration Statement"). The Issuer and the Guarantor
    agree to use their best efforts (x) to cause the Shelf Registration
    Statement to become or be declared effective no later than 90 days after
    such Shelf Registration Statement is filed and to keep such Shelf
    Registration Statement continuously effective for a period ending on the
    earlier of the second anniversary of the Effective Time or such time as
    there are no longer any Registrable Securities outstanding, provided,
    however, that no holder shall be entitled to be named as a selling
    securityholder in the Shelf Registration Statement or to use the prospectus
    forming a part thereof for resales of Registrable Securities unless such
    holder is an Electing Holder, and (y) after the Effective Time of the Shelf
    Registration Statement, promptly upon the request of any holder of
    Registrable Securities that is not then an Electing Holder, to take any
    action reasonably necessary to enable such holder to use the prospectus
    forming a part thereof for resales of Registrable Securities, including,
    without limitation, any action necessary to identify such holder as a
    selling securityholder in the Shelf Registration Statement, provided,
    however, that nothing in this Clause (y) shall relieve any such holder of
    the obligation to return a completed and signed Notice and Questionnaire to
    the Issuer in accordance with Section 3(d)(ii) and 3(d)(iii) hereof.

      (c) In the event that (i) the Issuer and the Guarantor have not filed the
    Exchange Registration Statement or Shelf Registration Statement on or before
    the date on which such registration statement is required to be filed
    pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
    Registration Statement or Shelf Registration Statement has not become
    effective or been declared effective by the Commission on or before the date
    on which such registration statement is required to become or be declared
    effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the
    Exchange Offer has not been completed within 45 days after the initial
    effective date of the Exchange Registration Statement relating to the
    Exchange Offer (if the Exchange Offer is then required to be made) or (iv)
    any Exchange Registration Statement or Shelf Registration Statement required
    by Section 2(a) or 2(b) hereof is filed and declared effective but shall
    thereafter either be withdrawn by the Issuer or the Guarantor or shall
    become subject to an effective stop order issued pursuant to Section 8(d) of
    the Securities Act suspending the effectiveness of such registration
    statement (except as specifically permitted herein) without being succeeded
    immediately by an additional registration statement filed and declared
    effective (each such event referred to in clauses (i) through (iv), a
    "Registration Default" and each period during which a Registration Default
    has occurred and is continuing, a "Registration Default Period"), then, as
    liquidated damages for such Registration Default, subject to the provisions
    of Section 7(b), special interest ("Special Interest"), in addition to the
    Base Interest, shall accrue at a per annum rate of 0.25% for the first 90
    days of the Registration Default Period, and at a per annum rate of 0.50%
    thereafter for the remaining portion of the Registration Default Period.


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      (d) The Issuer and the Guarantor shall each take all actions reasonable
    and necessary to be taken by it to ensure that the transactions contemplated
    herein are effected as so contemplated, including all actions reasonable and
    necessary to register the Guarantee under the registration statement
    contemplated in Section 2(a) or 2(b) hereof, as applicable.

      (e) Any reference herein to a registration statement as of any time shall
    be deemed to include any document incorporated, or deemed to be
    incorporated, therein by reference as of such time and any reference herein
    to any post-effective amendment to a registration statement as of any time
    shall be deemed to include any document incorporated, or deemed to be
    incorporated, therein by reference as of such time.

      (f) Each holder of Registrable Securities hereby acknowledges and agrees
    that any broker-dealer and any such holder using the Exchange Offer to
    participate in a distribution of the Exchange Securities (x) could not under
    Commission policy as in effect on the date of this Agreement rely on the
    position of the Commission in Exxon Capital Holdings Corporation (pub.
    avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5,
    1991), as interpreted in the Commission's letter to Shearman & Sterling
    dated July 2, 1993 and similar no-action letters; and (y) must comply with
    the registration and prospectus delivery requirements of the Securities Act
    in connection with any secondary resale transaction, which must be covered
    by an effective registration statement containing the selling security
    holder information required by Item 507 or 508, as applicable, of Regulation
    S-K under the Act if the resales are of Exchange Securities obtained by such
    holder in exchange for Registrable Securities acquired by such holder
    directly from the Issuer or one of its affiliates. Accordingly, the Issuer's
    obligation to accept for exchange a holder's Registrable Securities tendered
    in the Exchange Offer shall be conditioned upon such holder representing to
    the Issuer that, at the time of the consummation of the Exchange Offer:

            (i) that any Exchange Securities received by such holder will be
        acquired in the ordinary course of such holder's business;

            (ii) that such holder will have no arrangement or understanding with
        any person to participate in the distribution of the Exchange Securities
        within the meaning of the Act;

            (iii) that such holder is not an affiliate of the Issuer; and

            (iv) that if such holder is a broker-dealer that it will receive
        Exchange Securities for its own account in exchange for Registrable
        Securities acquired as a result of market making activities or other
        trading activities and acknowledges that such holder will deliver a
        prospectus in connection with any resale of the Exchange Securities.

      3. Registration Procedures.

      If the Issuer and the Guarantor file a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

      (a) At or before the Effective Time of the Exchange Offer or the Shelf
    Registration, as the case may be, the Issuer and the Guarantor shall qualify
    the Indenture under the Trust Indenture Act of 1939.


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      (b) In the event that such qualification would require the appointment of
    a new trustee under the Indenture, the Issuer and the Guarantor shall
    appoint a new trustee thereunder pursuant to the applicable provisions of
    the Indenture.

      (c) In connection with the Issuer's and the Guarantor's obligations with
    respect to the registration of Exchange Securities as contemplated by
    Section 2(a) (the "Exchange Registration"), if applicable, the Issuer and
    the Guarantor shall, as soon as practicable (or as otherwise specified):

            (i) prepare and file with the Commission, as soon as practicable but
        no later than 90 days after the Closing Date, an Exchange Registration
        Statement on any form which may be utilized by the Issuer and the
        Guarantor and which shall permit the Exchange Offer and resales of
        Exchange Securities by broker-dealers during the Resale Period to be
        effected as contemplated by Section 2(a), and use its best efforts to
        cause such Exchange Registration Statement to become effective as soon
        as practicable thereafter, but no later than 180 days after the Closing
        Date;

            (ii) as soon as practicable prepare and file with the Commission
        such amendments and supplements to such Exchange Registration Statement
        and the prospectus included therein as may be necessary to effect and
        maintain the effectiveness of such Exchange Registration Statement for
        the periods and purposes contemplated in Section 2(a) hereof and as may
        be required by the applicable rules and regulations of the Commission
        and the instructions applicable to the form of such Exchange
        Registration Statement, and promptly provide each broker-dealer holding
        Exchange Securities with such number of copies of the prospectus
        included therein (as then amended or supplemented), in conformity in all
        material respects with the requirements of the Securities Act and the
        Trust Indenture Act and the rules and regulations of the Commission
        thereunder, as such broker-dealer reasonably may request prior to the
        expiration of the Resale Period, for use in connection with resales of
        Exchange Securities;

            (iii) promptly notify each broker-dealer that has requested or
        received copies of the prospectus included in such registration
        statement, and confirm such advice in writing if so requested by any
        such broker-dealer, (A) when such Exchange Registration Statement or the
        prospectus included therein or any prospectus amendment or supplement or
        post-effective amendment has been filed, and, with respect to such
        Exchange Registration Statement or any post-effective amendment, when
        the same has become effective, (B) of any comments by the Commission and
        by the blue sky or securities commissioner or regulator of any state
        with respect thereto or any request by the Commission for amendments or
        supplements to such Exchange Registration Statement or prospectus or for
        additional information, (C) of the issuance by the Commission of any
        stop order suspending the effectiveness of such Exchange Registration
        Statement or the initiation or threatening of any proceedings for that
        purpose, (D) of the receipt by the Issuer or the Guarantor of any
        notification with respect to the suspension of the qualification of the
        Exchange Securities for sale in any jurisdiction or the initiation or
        threatening of any proceeding for such purpose, or (E) at any time
        during the Resale Period when a prospectus is required to be delivered
        under the Securities Act, that such Exchange Registration Statement,
        prospectus, prospectus amendment or supplement or post-effective
        amendment does not conform in all material respects to the applicable
        requirements of the Securities Act and the Trust Indenture Act and the
        rules and regulations of the

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        Commission thereunder or contains an untrue statement of a material
        fact or omits to state any material fact required to be stated therein
        or necessary to make the statements therein not misleading in light of
        the circumstances then existing;

            (iv) in the event that the Issuer or the Guarantor would be
        required, pursuant to Section 3(c)(iii)(E) above, to notify any
        broker-dealers holding Exchange Securities, without delay prepare and
        furnish to each such holder a reasonable number of copies of a
        prospectus supplemented or amended so that, as thereafter delivered to
        purchasers of such Exchange Securities during the Resale Period, such
        prospectus shall conform in all material respects to the applicable
        requirements of the Securities Act and the Trust Indenture Act and the
        rules and regulations of the Commission thereunder and shall not contain
        an untrue statement of a material fact or omit to state a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading in light of the circumstances then existing; each
        such broker-dealer agrees that upon receipt of any notice from the
        Issuer or the Guarantor pursuant to Section 3(c)(iii)(E) hereof, such
        broker-dealer shall forthwith discontinue the disposition of Exchange
        Securities pursuant to such defective prospectus until such
        broker-dealer shall have received copies of such amended or supplemented
        prospectus, and if so directed by the Issuer or the Guarantor, such
        broker-dealer shall deliver to the Issuer (at the Issuer's expense) all
        copies, other than permanent file copies, then in such broker-dealer's
        possession of the prospectus covering such Exchange Securities at the
        time of receipt of such notice;

            (v) use its best efforts to obtain the withdrawal of any order
        suspending the effectiveness of such Exchange Registration Statement or
        any post-effective amendment thereto at the earliest practicable date;

            (vi) use its best efforts to (A) register or qualify the Exchange
        Securities under the securities laws or blue sky laws of such
        jurisdictions as are contemplated by Section 2(a) no later than the
        commencement of the Exchange Offer, (B) keep such registrations or
        qualifications in effect and comply with such laws so as to permit the
        continuance of offers, sales and dealings therein in such jurisdictions
        until the expiration of the Resale Period and (C) take any and all other
        actions as may be reasonably necessary or advisable to enable each
        broker-dealer holding Exchange Securities to consummate the disposition
        thereof in such jurisdictions; provided, however, that neither the
        Issuer nor the Guarantor shall be required for any such purpose to (1)
        qualify as a foreign corporation in any jurisdiction wherein it would
        not otherwise be required to qualify but for the requirements of this
        Section 3(c)(vi), (2) consent to general service of process in any such
        jurisdiction or (3) make any changes to its certificate of incorporation
        or by-laws or any agreement between it and its stockholders;

            (vii) use its best efforts to obtain the consent or approval of each
        governmental agency or authority, whether federal, state or local, which
        may be required to effect the Exchange Registration, the Exchange Offer
        and the offering and sale of Exchange Securities by broker-dealers
        during the Resale Period;

            (viii) provide a CUSIP number for all Exchange Securities, not later
        than the applicable Effective Time;


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<PAGE>
            (ix) comply with all applicable rules and regulations of the
        Commission, and make generally available to its securityholders as soon
        as practicable but no later than eighteen months after the effective
        date of such Exchange Registration Statement, an earning statement of
        the Guarantor and its subsidiaries complying with Section 11(a) of the
        Securities Act (including, at the option of the Guarantor, Rule 158
        thereunder).

      (d) In connection with the Issuer's and the Guarantor's obligations with
respect to the Shelf Registration, if applicable, the Issuer and the Guarantor
shall, as soon as practicable (or as otherwise specified):

            (i) prepare and file with the Commission, as soon as practicable but
        in any case within the time periods specified in Section 2(b), a Shelf
        Registration Statement on any form which may be utilized by the Issuer
        and the Guarantor and which shall register all of the Registrable
        Securities for resale by the holders thereof in accordance with such
        method or methods of disposition as may be specified by such of the
        holders as, from time to time, may be Electing Holders and use its best
        efforts to cause such Shelf Registration Statement to become effective
        as soon as practicable but in any case within the time periods specified
        in Section 2(b);

            (ii) not less than 30 calendar days prior to the Effective Time of
        the Shelf Registration Statement, mail the Notice and Questionnaire to
        the holders of Registrable Securities; no holder shall be entitled to be
        named as a selling securityholder in the Shelf Registration Statement as
        of the Effective Time, and no holder shall be entitled to use the
        prospectus forming a part thereof for resales of Registrable Securities
        at any time, unless such holder has returned a completed and signed
        Notice and Questionnaire to the Issuer by the deadline for response set
        forth therein; provided, however, holders of Registrable Securities
        shall have at least 28 calendar days from the date on which the Notice
        and Questionnaire is first mailed to such holders to return a completed
        and signed Notice and Questionnaire to the Issuer;

            (iii) after the Effective Time of the Shelf Registration Statement,
        upon the request of any holder of Registrable Securities that is not
        then an Electing Holder, promptly send a Notice and Questionnaire to
        such holder; provided that the Issuer and the Guarantor shall not be
        required to take any action to name such holder as a selling
        securityholder in the Shelf Registration Statement or to enable such
        holder to use the prospectus forming a part thereof for resales of
        Registrable Securities until such holder has returned a completed and
        signed Notice and Questionnaire to the Issuer;

            (iv) as soon as practicable prepare and file with the Commission
        such amendments and supplements to such Shelf Registration Statement and
        the prospectus included therein as may be necessary to effect and
        maintain the effectiveness of such Shelf Registration Statement for the
        period specified in Section 2(b) hereof and as may be required by the
        applicable rules and regulations of the Commission and the instructions
        applicable to the form of such Shelf Registration Statement, and furnish
        to the Electing Holders copies of any such supplement or amendment
        simultaneously with or prior to its being used or filed with the
        Commission;


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            (v) comply with the provisions of the Securities Act with respect to
        the disposition of all of the Registrable Securities covered by such
        Shelf Registration Statement in accordance with the intended methods of
        disposition by the Electing Holders provided for in such Shelf
        Registration Statement;

            (vi) promptly notify each of the Electing Holders, and confirm such
        advice in writing if so requested by any such Electing Holder, (A) when
        such Shelf Registration Statement or the prospectus included therein or
        any prospectus amendment or supplement or post-effective amendment has
        been filed, and, with respect to such Shelf Registration Statement or
        any post-effective amendment, when the same has become effective, (B) of
        any comments by the Commission and by the blue sky or securities
        commissioner or regulator of any state with respect thereto or any
        request by the Commission for amendments or supplements to such Shelf
        Registration Statement or prospectus or for additional information, (C)
        of the issuance by the Commission of any stop order suspending the
        effectiveness of such Shelf Registration Statement or the initiation or
        threatening of any proceedings for that purpose, (D) of the receipt by
        the Issuer or the Guarantor of any notification with respect to the
        suspension of the qualification of the Registrable Securities for sale
        in any jurisdiction or the initiation or threatening of any proceeding
        for such purpose, or (E) if at any time when a prospectus is required to
        be delivered under the Securities Act, that such Shelf Registration
        Statement, prospectus, prospectus amendment or supplement or
        post-effective amendment does not conform in all material respects to
        the applicable requirements of the Securities Act and the Trust
        Indenture Act and the rules and regulations of the Commission thereunder
        or contains an untrue statement of a material fact or omits to state any
        material fact required to be stated therein or necessary to make the
        statements therein not misleading in light of the circumstances then
        existing;

            (vii) use its best efforts to obtain the withdrawal of any order
        suspending the effectiveness of such registration statement or any
        post-effective amendment thereto at the earliest practicable date;

            (viii) furnish to each Electing Holder a conformed copy of such
        Shelf Registration Statement, each such amendment and supplement thereto
        (in each case including all exhibits thereto, upon request, and
        documents incorporated by reference therein) and such number of copies
        of such Shelf Registration Statement (excluding exhibits thereto and
        documents incorporated by reference therein unless specifically so
        requested by such Electing Holder) and of the prospectus included in
        such Shelf Registration Statement (including each preliminary prospectus
        and any summary prospectus), in conformity in all material respects with
        the applicable requirements of the Securities Act and the Trust
        Indenture Act and the rules and regulations of the Commission
        thereunder, and such other documents, as such Electing Holder may
        reasonably request in order to facilitate the offering and disposition
        of the Registrable Securities owned by such Electing Holder and to
        permit such Electing Holder to satisfy the prospectus delivery
        requirements of the Securities Act; and the Issuer and the Guarantor
        hereby consent to the use of such prospectus (including such preliminary
        and summary prospectus) and any amendment or supplement thereto by each
        such Electing Holder, in the form most recently provided to such person
        by the Issuer or the Guarantor, in connection with the offering and sale
        of the Registrable Securities covered by the prospectus (including


                                       10
<PAGE>
        such preliminary and summary prospectus) or any supplement or
        amendment thereto;

            (ix) use best efforts to (A) register or qualify the Registrable
        Securities to be included in such Shelf Registration Statement under
        such securities laws or blue sky laws of such jurisdictions as any
        Electing Holder and each placement or sales agent, if any, therefor and
        underwriter, if any, thereof shall reasonably request, (B) keep such
        registrations or qualifications in effect and comply with such laws so
        as to permit the continuance of offers, sales and dealings therein in
        such jurisdictions during the period the Shelf Registration is required
        to remain effective under Section 2(b) above and for so long as may be
        necessary to enable any such Electing Holder, agent or underwriter to
        complete its distribution of Securities pursuant to such Shelf
        Registration Statement and (C) take any and all other actions as may be
        reasonably necessary or advisable to enable each such Electing Holder,
        agent, if any, and underwriter, if any, to consummate the disposition in
        such jurisdictions of such Registrable Securities; provided, however,
        that neither the Issuer nor the Guarantor shall be required for any such
        purpose to (1) qualify as a foreign corporation in any jurisdiction
        wherein it would not otherwise be required to qualify but for the
        requirements of this Section 3(d)(ix), (2) consent to general service of
        process in any such jurisdiction or (3) make any changes to its
        certificate of incorporation or by-laws or any agreement between it and
        its stockholders;

            (x) use its best efforts to obtain the consent or approval of each
        governmental agency or authority, whether federal, state or local, which
        may be required to effect the Shelf Registration or the offering or sale
        in connection therewith or to enable the selling holder or holders to
        offer, or to consummate the disposition of, their Registrable
        Securities;

            (xi) unless any Registrable Securities shall be in book-entry only
        form, cooperate with the Electing Holders and the managing underwriters,
        if any, to facilitate the timely preparation and delivery of
        certificates representing Registrable Securities to be sold, which
        certificates, if so required by any securities exchange upon which any
        Registrable Securities are listed, shall be penned, lithographed or
        engraved, or produced by any combination of such methods, on steel
        engraved borders, and which certificates shall not bear any restrictive
        legends; and, in the case of an underwritten offering, enable such
        Registrable Securities to be in such denominations and registered in
        such names as the managing underwriters may request at least two
        business days prior to any sale of the Registrable Securities;

            (xii) provide a CUSIP number for all Registrable Securities, not
        later than the applicable Effective Time;

            (xiii) notify in writing each holder of Registrable Securities of
        any amendment or waiver of any provision of this Agreement effected
        pursuant to Section 7(h) hereof, which notice shall contain the text of
        the amendment or waiver effected;

            (xiv) in the event that any broker-dealer registered under the
        Exchange Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of
        the Rules of the National Association of Securities Dealers, Inc., as
        amended from time to time (or any successor provision thereto) (the
        "NASD Rules")) of the Issuer or the Guarantor or has a "conflict of
        interest" (as defined in Rule 2720(b)(7) of the NASD Rules (or any


                                       11
<PAGE>
        successor provision thereto)) and such broker-dealer shall underwrite,
        participate as a member of an underwriting syndicate or selling group or
        assist in the distribution of any Registrable Securities covered by the
        Shelf Registration Statement, whether as a holder of such Registrable
        Securities or as an underwriter, a placement or sales agent or a broker
        or dealer in respect thereof, or otherwise, the Issuer and the Guarantor
        shall provide such nonconfidential information to such broker-dealer as
        may be required in order for such broker-dealer to comply with the
        requirements of the NASD Rules; and

            (xv) comply with all applicable rules and regulations of the
        Commission, and make generally available to its securityholders as soon
        as practicable but in any event not later than eighteen months after the
        effective date of such Shelf Registration Statement, an earning
        statement of the Guarantor and its subsidiaries complying with Section
        11(a) of the Securities Act (including, at the option of the Guarantor,
        Rule 158 thereunder).

      (e) In the event that the Issuer or the Guarantor would be required,
    pursuant to Section 3(d)(vi)(E) above, to notify the Electing Holders, the
    Issuer and the Guarantor shall without delay prepare and furnish to each of
    the Electing Holders, a reasonable number of copies of a prospectus
    supplemented or amended so that, as thereafter delivered to purchasers of
    Registrable Securities, such prospectus shall conform in all material
    respects to the applicable requirements of the Securities Act and the Trust
    Indenture Act and the rules and regulations of the Commission thereunder and
    shall not contain an untrue statement of a material fact or omit to state a
    material fact required to be stated therein or necessary to make the
    statements therein not misleading in light of the circumstances then
    existing. Each Electing Holder agrees that upon receipt of any notice from
    the Issuer or the Guarantor pursuant to Section 3(d)(vi)(E) hereof, such
    Electing Holder shall forthwith discontinue the disposition of Registrable
    Securities pursuant to the Shelf Registration Statement applicable to such
    Registrable Securities until such Electing Holder shall have received copies
    of such amended or supplemented prospectus, and if so directed by the Issuer
    or the Guarantor, such Electing Holder shall deliver to the Issuer (at the
    Issuer's expense) all copies, other than permanent file copies, then in such
    Electing Holder's possession of the prospectus covering such Registrable
    Securities at the time of receipt of such notice.

      (f) In the event of a Shelf Registration, in addition to the information
    required to be provided by each Electing Holder in its Notice and
    Questionnaire, the Issuer may require such Electing Holder to furnish to
    them such additional information regarding such Electing Holder and such
    Electing Holder's intended method of distribution of Registrable Securities
    as may be required in order to comply with the Securities Act. Each such
    Electing Holder agrees to notify the Issuer as promptly as practicable of
    any inaccuracy or change in information previously furnished by such
    Electing Holder to the Issuer or of the occurrence of any event in either
    case as a result of which any prospectus relating to such Shelf Registration
    contains or would contain an untrue statement of a material fact regarding
    such Electing Holder or such Electing Holder's intended method of
    disposition of such Registrable Securities or omits to state any material
    fact regarding such Electing Holder or such Electing Holder's intended
    method of disposition of such Registrable Securities required to be stated
    therein or necessary to make the statements therein not misleading in light
    of the circumstances then existing, and promptly to furnish to the Issuer
    any additional information required to correct and update any previously
    furnished information or required so that such prospectus shall not contain,
    with respect to such Electing Holder or the disposition of such

                                       12
<PAGE>
    Registrable Securities, an untrue statement of a material fact or omit to
    state a material fact required to be stated therein or necessary to make the
    statements therein not misleading in light of the circumstances then
    existing.

      (g) Until the expiration of two years after the Closing Date, the Issuer
    and the Guarantor will not, and will not permit any of their respective
    "affiliates" (as defined in Rule 144) to, resell any of the Securities that
    have been reacquired by any of them except pursuant to an effective
    registration statement under the Securities Act.

      4. Registration Expenses.

      The Issuer agrees to bear and to pay or cause to be paid promptly all
expenses incurred in connection with the Issuer's and the Guarantor's
performance of or compliance with this Agreement ("Registration Expenses").
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel, other advisors or experts retained by or
acting on behalf of such holders (severally or jointly).

      5. Indemnification.

      (a) Indemnification by the Issuer and the Guarantor. The Issuer and the
    Guarantor, jointly and severally, will indemnify and hold harmless each of
    the holders of Registrable Securities included in an Exchange Registration
    Statement, each of the Electing Holders of Registrable Securities included
    in a Shelf Registration Statement and each person who participates as a
    placement or sales agent or as an underwriter in any offering or sale of
    such Registrable Securities against any losses, claims, damages or
    liabilities, joint or several, to which such holder, agent or underwriter
    may become subject under the Securities Act or otherwise, insofar as such
    losses, claims, damages or liabilities (or actions in respect thereof) arise
    out of or are based upon an untrue statement or alleged untrue statement of
    a material fact contained in any Exchange Registration Statement or Shelf
    Registration Statement, as the case may be, under which such Registrable
    Securities were registered under the Securities Act, or any preliminary,
    final or summary prospectus contained therein or furnished by the Issuer or
    the Guarantor to any such holder, Electing Holder, agent or underwriter, or
    any amendment or supplement thereto, or arise out of or are based upon the
    omission or alleged omission to state therein a material fact required to be
    stated therein or necessary to make the statements therein not misleading,
    and if the Purchaser selects a single law firm acceptable to the Issuer and
    the Guarantor (whose acceptance shall not be unreasonably withheld) to
    represent such holder, such Electing Holder, such agent and such underwriter
    in connection with investigating or defending any such action or claim, the
    Issuer and the Guarantor will reimburse such holder, such Electing Holder,
    such agent and such underwriter for any legal or other expenses reasonably
    incurred; provided, however, that neither the Issuer nor the Guarantor shall
    be liable to any such person in any such case to the extent that any such
    loss, claim, damage or liability arises out of or is based upon an untrue
    statement or alleged untrue statement or omission or alleged omission made
    in such registration statement, or preliminary, final or summary prospectus,
    or amendment or supplement thereto, in reliance upon and in conformity with
    written information furnished to the Issuer by such person expressly for use
    therein.

      (b) Indemnification by the Holders and any Agents and Underwriters. The
    Issuer may require, as a condition to including any Registrable Securities
    in any registration statement


                                       13
<PAGE>
    filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as
    a consequence of the inclusion of any of such Electing Holder's Registrable
    Securities in such registration statement, and each underwriter, selling
    agent or other securities professional, if any, which facilitates the
    disposition of such Registrable Securities shall agree, as a consequence of
    facilitating such disposition of Registrable Securities, severally and not
    jointly, to (i) indemnify and hold harmless the Issuer, the Guarantor, and
    all other holders of Registrable Securities, against any losses, claims,
    damages or liabilities to which the Issuer, the Guarantor or such other
    holders of Registrable Securities may become subject, under the Securities
    Act or otherwise, insofar as such losses, claims, damages or liabilities (or
    actions in respect thereof) arise out of or are based upon an untrue
    statement or alleged untrue statement of a material fact contained in such
    registration statement or any preliminary, final or summary prospectus
    contained therein, or any amendment or supplement thereto, or arise out of
    or are based upon the omission or alleged omission to state therein a
    material fact required to be stated therein or necessary to make the
    statements therein not misleading, in each case to the extent, but only to
    the extent, that such untrue statement or alleged untrue statement or
    omission or alleged omission was made in reliance upon and in conformity
    with written information furnished to the Issuer by such Electing Holder,
    underwriter, selling agent or other securities professional expressly for
    use therein, and (ii) reimburse the Issuer and the Guarantor for any legal
    or other expenses reasonably incurred by them in connection with
    investigating or defending any such action or claim as such expenses are
    incurred; provided, however, that no such Electing Holder shall be required
    to undertake liability to any person under this Section 5(b) for any amounts
    in excess of the dollar amount of the proceeds to be received by such
    Electing Holder from the sale of such Electing Holder's Registrable
    Securities pursuant to such registration.

      (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
    under subsection (a) or (b) above of written notice of the commencement of
    any action, such indemnified party shall, if a claim in respect thereof is
    to be made against an indemnifying party under this Section 5, notify such
    indemnifying party in writing of the commencement thereof; but the omission
    so to notify the indemnifying party shall not relieve it from any liability
    which it may have to any indemnified party otherwise than under the
    indemnification provisions of or contemplated by subsection (a) or (b)
    above. In case any such action shall be brought against any indemnified
    party and it shall notify an indemnifying party of the commencement thereof,
    such indemnifying party shall be entitled to participate therein and, to the
    extent that it shall wish, jointly with any other indemnifying party
    similarly notified, to assume the defense thereof, with counsel reasonably
    satisfactory to such indemnified party (who shall not, except with the
    consent of the indemnified party, be counsel to the indemnifying party),
    and, after notice from the indemnifying party to such indemnified party of
    its election so to assume the defense thereof, such indemnifying party shall
    not be liable to such indemnified party under this Section 5 for any legal
    expenses of other counsel or any other expenses, in each case subsequently
    incurred by such indemnified party, in connection with the defense thereof
    other than reasonable costs of investigation. No indemnifying party shall,
    without the written consent of the indemnified party, effect the settlement
    or compromise of, or consent to the entry of any judgment with respect to,
    any pending or threatened action or claim in respect of which
    indemnification or contribution may be sought hereunder (whether or not the
    indemnified party is an actual or potential party to such action or claim)
    unless such settlement, compromise or judgment (i) includes an unconditional
    release of the indemnified party from all liability arising out of such
    action or claim and (ii) does not include a statement as to, or an admission
    of, fault, culpability or a failure to act, by or on behalf of any
    indemnified party.


                                       14
<PAGE>
      (d) Contribution. If the indemnification provided for in this Section 5 is
    unavailable to or insufficient to hold harmless an indemnified party under
    subsection (a) or (b) above in respect of any losses, claims, damages or
    liabilities (or actions in respect thereof) referred to therein, then each
    indemnifying party shall contribute to the amount paid or payable by such
    indemnified party as a result of such losses, claims, damages or liabilities
    (or actions in respect thereof) in such proportion as is appropriate to
    reflect the relative fault of the indemnifying party and the indemnified
    party in connection with the statements or omissions which resulted in such
    losses, claims, damages or liabilities (or actions in respect thereof), as
    well as any other relevant equitable considerations. The relative fault of
    such indemnifying party and indemnified party shall be determined by
    reference to, among other things, whether the untrue or alleged untrue
    statement of a material fact or omission or alleged omission to state a
    material fact relates to information supplied by such indemnifying party or
    by such indemnified party, and the parties' relative intent, knowledge,
    access to information and opportunity to correct or prevent such statement
    or omission. The parties hereto agree that it would not be just and
    equitable if contribution pursuant to this Section 5(d) were determined by
    pro rata allocation (even if the holders of Registrable Securities or any
    agents or underwriters or other securities professionals or all of them were
    treated as one entity for such purpose) or by any other method of allocation
    which does not take account of the equitable considerations referred to in
    this Section 5(d). The amount paid or payable by an indemnified party as a
    result of the losses, claims, damages or liabilities (or actions in respect
    thereof) referred to above shall be deemed to include any legal or other
    fees or expenses reasonably incurred by such indemnified party in connection
    with investigating or defending any such action or claim. Notwithstanding
    the provisions of this Section 5(d), no holder shall be required to
    contribute any amount in excess of the amount by which the dollar amount of
    the proceeds received by such holder from the sale of any Registrable
    Securities (after deducting any fees, discounts and commissions applicable
    thereto) exceeds the amount of any damages which such holder has otherwise
    been required to pay by reason of such untrue or alleged untrue statement or
    omission or alleged omission, and no underwriter shall be required to
    contribute any amount in excess of the amount by which the total price at
    which the Registrable Securities underwritten by it and distributed to the
    public were offered to the public exceeds the amount of any damages which
    such underwriter has otherwise been required to pay by reason of such untrue
    or alleged untrue statement or omission or alleged omission. No person
    guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
    of the Securities Act) shall be entitled to contribution from any person who
    was not guilty of such fraudulent misrepresentation. The obligations of the
    holders of Registrable Securities and any agents or underwriters or other
    securities professionals in this Section 5(d) to contribute shall be several
    in proportion to the principal amount Registrable Securities registered or
    underwritten, as the case may be, by them and not joint.

      (e) The obligations of the Issuer and the Guarantor under this Section 5
    shall be in addition to any liability which the Issuer or the Guarantor may
    otherwise have and shall extend, upon the same terms and conditions, to each
    officer, director and partner of each holder, agent and underwriter and each
    person, if any, who controls any holder, agent or underwriter within the
    meaning of the Securities Act; and the obligations of the holders and any
    agents or underwriters contemplated by this Section 5 shall be in addition
    to any liability which the respective holder, agent or underwriter may
    otherwise have and shall extend, upon the same terms and conditions, to each
    officer and director of the Issuer or the Guarantor (including any person
    who, with his consent, is named in any registration


                                       15
<PAGE>
    statement as about to become a director of the Issuer or the Guarantor)
    and to each person, if any, who controls the Issuer within the meaning of
    the Securities Act.

      6. Rule 144.

      The Issuer and the Guarantor covenant to the holders of Registrable
Securities that to the extent they shall be required to do so under the Exchange
Act, the Issuer and the Guarantor shall timely file the reports required to be
filed by them under the Exchange Act or the Securities Act (including the
reports under Section 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities
Act) and the rules and regulations adopted by the Commission thereunder, and
shall take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities without registration under the Securities
Act within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities in connection with that holder's
sale pursuant to Rule 144, the Issuer and the Guarantor shall deliver to such
holder a written statement as to whether they have complied with such
requirements.

      7. Miscellaneous.

      (a) No Inconsistent Agreements. The Issuer and the Guarantor, jointly and
    severally, represent, warrant, covenant and agree that they have not
    granted, and shall not grant, registration rights with respect to
    Registrable Securities or any other securities which would be inconsistent
    with the terms contained in this Agreement.

      (b) Specific Performance. The parties hereto acknowledge that there would
    be no adequate remedy at law if the Issuer or the Guarantor fails to perform
    any of its obligations hereunder and that the Purchaser and the holders from
    time to time of the Registrable Securities may be irreparably harmed by any
    such failure, and accordingly agree that the Purchaser and such holders, in
    addition to any other remedy to which they may be entitled at law or in
    equity, shall be entitled to compel specific performance of the obligations
    of the Issuer and the Guarantor under this Agreement in accordance with the
    terms and conditions of this Agreement, in any court of the United States or
    any State thereof having jurisdiction.

      (c) Notices. All notices, requests, claims, demands, waivers and other
    communications hereunder shall be in writing and shall be deemed to have
    been duly given when delivered by hand, if delivered personally or by
    courier, or three days after being deposited in the mail (registered or
    certified mail, postage prepaid, return receipt requested) as follows: If to
    the Issuer or the Guarantor, to such party at 1440 Kiewit Plaza, Omaha,
    Nebraska 68131, and if to a holder, to the address of such holder set forth
    in the security register or other records of the Issuer, or to such other
    address as the Issuer or any such holder may have furnished to the other in
    writing in accordance herewith, except that notices of change of address
    shall be effective only upon receipt.

      (d) Parties in Interest. The parties to this Agreement intend that all
    holders of Registrable Securities shall be entitled to receive the benefits
    of this Agreement and that any Electing Holder shall be bound by the terms
    and provisions of this Agreement by reason of such election with respect to
    the Registrable Securities which are included in a Shelf Registration
    Statement. All the terms and provisions of this Agreement shall be binding


                                       16
<PAGE>
    upon, shall inure to the benefit of and shall be enforceable by the
    respective successors and assigns of the parties hereto and any holder from
    time to time of the Registrable Securities to the aforesaid extent. In the
    event that any transferee of any holder of Registrable Securities shall
    acquire Registrable Securities, in any manner, whether by gift, bequest,
    purchase, operation of law or otherwise, such transferee shall, without any
    further writing or action of any kind, be entitled to receive the benefits
    of and, if an Electing Holder, be conclusively deemed to have agreed to be
    bound by and to perform all of the terms and provisions of this Agreement to
    the aforesaid extent.

      (e) Survival. The respective indemnities, agreements, representations,
    warranties and other provisions set forth in this Agreement or made pursuant
    hereto shall remain in full force and effect regardless of any investigation
    (or any statement as to the results thereof) made by or on behalf of any
    holder of Registrable Securities, any director, officer or partner of such
    holder, any agent or underwriter or any director, officer or partner of such
    agent or underwriter, or any controlling person of any of the foregoing, and
    shall survive the transfer and registration of the Registrable Securities of
    such holder and the consummation of an Exchange Offer.

      (f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
    ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      (g) Headings. The descriptive headings of the several Sections and
    paragraphs of this Agreement are inserted for convenience only, do not
    constitute a part of this Agreement and shall not affect in any way the
    meaning or interpretation of this Agreement.

      (h) Entire Agreement; Amendments. This Agreement and the other writings
    referred to herein (including the Indenture and the form of Securities) or
    delivered pursuant hereto which form a part hereof contain the entire
    understanding of the parties with respect to its subject matter. This
    Agreement supersedes all prior agreements and understandings between the
    parties with respect to its subject matter. This Agreement, including this
    Section 7(h), may be amended and the observance of any term of this
    Agreement may be waived (either generally or in a particular instance and
    either retroactively or prospectively) only by a written instrument duly
    executed by the Issuer, the Guarantor and the holders of at least a majority
    in aggregate principal amount of the Registrable Securities at the time
    outstanding. Each holder of any Registrable Securities at the time or
    thereafter outstanding shall be bound by any amendment or waiver effected
    pursuant to this Section 7(h), whether or not any notice, writing or marking
    indicating such amendment or waiver appears on such Registrable Securities
    or is delivered to such holder.

      (i) Inspection. Until the transfer of all Registrable Securities pursuant
    to an Exchange Offer or Shelf Registration Statement, as applicable, this
    Agreement and a complete list of the names and addresses of all the holders
    of Registrable Securities shall be made available for inspection and copying
    on any business day by any holder of Registrable Securities for proper
    purposes only (which shall include any purpose related to the rights of the
    holders of Registrable Securities under the Securities, the Indenture and
    this Agreement) at the offices of the Issuer at the address thereof set
    forth in Section 7(c) above and at the office of the Trustee under the
    Indenture.

      (j) Counterparts. This agreement may be executed by the parties in
    counterparts, each of which shall be deemed to be an original, but all such
    respective counterparts shall together constitute one and the same
    instrument.


                                       17
<PAGE>
      If the foregoing is in accordance with your understanding, please sign and
return to us one for each of the Issuer, the Guarantor and the Purchaser plus
one for each of their respective counsel counterparts hereof, and upon the
acceptance hereof by the Purchaser, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Purchaser, the Guarantor and
the Issuer.

                                          Very truly yours,


                                          BERKSHIRE HATHAWAY FINANCE CORPORATION

                                          By:   ................................
                                                Name:
                                                Title:

                                          BERKSHIRE HATHAWAY INC.

                                          By:   ................................
                                                Name:
                                                Title:

Accepted as of the date hereof:



...........................................
(Goldman, Sachs & Co.)



<PAGE>
                                                                       EXHIBIT A

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Berkshire Hathaway Finance Corporation
(the "Issuer") 4.20% Senior Notes due 2010 (the "Securities"), which are
unconditionally and irrevocably guaranteed by Berkshire Hathaway Inc. (the
"Guarantor"), are held.

The Issuer and the Guarantor are in the process of registering the Securities
under the Securities Act of 1933 for resale by the beneficial owners thereof. In
order to have their Securities included in the registration statement,
beneficial owners must complete and return the enclosed Notice of Registration
Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact [________] at the
Issuer, 1440 Kiewit Plaza, Omaha, Nebraska 68131, Telephone: (402) 346-1400.


----------
* Not less than 28 calendar days from date of mailing.


                                      A-1
<PAGE>
                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                        Notice of Registration Statement

                                       and

                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Agreement") among Berkshire Hathaway Finance Corporation (the "Issuer"),
Berkshire Hathaway Inc. (the "Guarantor") and the Purchaser named therein.
Pursuant to the Agreement, the Issuer has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Issuer's 4.20% Senior Notes due 2010 which are unconditionally and
irrevocably guaranteed by the Guarantor (the "Securities"). A copy of the
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Issuer's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Agreement.


                                      A-2
<PAGE>
                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Agreement, including, without
limitation, Section 5 of the Agreement, as if the undersigned Selling
Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Issuer
the Notice of Transfer (completed and signed) set forth in Exhibit 1 to this
Notice and Questionnaire.

The Selling Securityholder hereby provides the following information to the
Issuer and represents and warrants that such information is accurate and
complete:


                                      A-3
<PAGE>
                                  QUESTIONNAIRE

(1)   (a)   Full Legal Name of Selling Securityholder:

            --------------------------------------------------------------------

      (b)   Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:

            --------------------------------------------------------------------

      (c)   Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:

            --------------------------------------------------------------------

(2)         Address for Notices to Selling Securityholder:

                            --------------------------------

                            --------------------------------

                            --------------------------------
            Telephone:
                            --------------------------------
            Fax:
                            --------------------------------
            Contact Person:
                            --------------------------------


(3)         Beneficial Ownership of Securities:

            Except as set forth below in this Item (3), the undersigned does not
            beneficially own any Securities.

      (a)   Principal amount of Registrable Securities beneficially owned: CUSIP
            No(s). of such Registrable Securities:

      (b)   Principal amount of Securities other than Registrable Securities
            beneficially owned:_________________________________________________

            CUSIP No(s). of such other Securities:______________________________

      (c)   Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement: CUSIP
            No(s). of such Registrable Securities to be included in the Shelf
            Registration Statement:_____________________________________________

(4)         Beneficial Ownership of Other Securities of the Issuer or the
            Guarantor:

            Except as set forth below in this Item (4), the undersigned Selling
            Securityholder is not the beneficial or registered owner of any
            other securities of the Issuer or the Guarantor, other than the
            Securities listed above in Item (3).

            State any exceptions here:


                                      A-4
<PAGE>
(5)         Relationships with the Issuer or the Guarantor:

            Except as set forth below, neither the Selling Securityholder nor
            any of its affiliates, officers, directors or principal equity
            holders (5% or more) has held any position or office or has had any
            other material relationship with the Issuer or the Guarantor (or any
            or their respective predecessors or affiliates) during the past
            three years.

            State any exceptions here:



(6)         Plan of Distribution:

            Except as set forth below, the undersigned Selling Securityholder
            intends to distribute the Registrable Securities listed above in
            Item (3) only as follows (if at all): Such Registrable Securities
            may be sold from time to time directly by the undersigned Selling
            Securityholder or, alternatively, through underwriters,
            broker-dealers or agents. Such Registrable Securities may be sold in
            one or more transactions at fixed prices, at prevailing market
            prices at the time of sale, at varying prices determined at the time
            of sale, or at negotiated prices. Such sales may be effected in
            transactions (which may involve crosses or block transactions) (i)
            on any national securities exchange or quotation service on which
            the Registered Securities may be listed or quoted at the time of
            sale, (ii) in the over-the-counter market, (iii) in transactions
            otherwise than on such exchanges or services or in the
            over-the-counter market, or (iv) through the writing of options. In
            connection with sales of the Registrable Securities or otherwise,
            the Selling Securityholder may enter into hedging transactions with
            broker-dealers, which may in turn engage in short sales of the
            Registrable Securities in the course of hedging the positions they
            assume. The Selling Securityholder may also sell Registrable
            Securities short and deliver Registrable Securities to close out
            such short positions, or loan or pledge Registrable Securities to
            broker-dealers that in turn may sell such securities.

            State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Issuer, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Issuer and the Guarantor in connection with the
preparation of the Shelf Registration Statement and related Prospectus.


                                      A-5
<PAGE>
In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the Selling Securityholder agrees
to promptly notify the Issuer of any inaccuracies or changes in the information
provided herein which may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains in effect. All notices hereunder and
pursuant to the Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

        (i) To the Issuer:


                                       -------------------------

                                       -------------------------

                                       -------------------------

                                       -------------------------

                                       -------------------------



        (ii) With a copy to:

                                       -------------------------

                                       -------------------------

                                       -------------------------

                                       -------------------------

                                       -------------------------




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Issuer's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Issuer and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above). This
Agreement shall be governed in all respects by the laws of the State of New
York.


                                      A-6
<PAGE>
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:_________________




            --------------------------------------------------------------------
            Selling Securityholder
            (Print/type full legal name of beneficial owner of Registrable
            Securities)



            By:_________________________________________________________________
            Name:
            Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUER'S COUNSEL AT:


                        -------------------------

                        -------------------------

                        -------------------------

                        -------------------------

                        -------------------------


                                      A-7
<PAGE>
                                                            EXHIBIT 1 TO ANNEX A

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

J.P. Morgan Trust Company, National Association
Berkshire Hathaway Finance Corporation
c/o J.P. Morgan Trust Company, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126

Attention:  Trust Officer

      Re:   Berkshire Hathaway Finance Corporation (the "Issuer")
            4.20% Senior Notes due 2010
            unconditionally and irrevocably guaranteed by
            Berkshire Hathaway Inc. (the "Guarantor")



Dear Sirs:

Please be advised that ___________________ has transferred
$________________________ aggregate principal amount of the above-referenced
Senior Notes pursuant to an effective Registration Statement on Form S-3 (File
No. 333-_________) filed by the Issuer and the Guarantor.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Senior Notes is named as a "Selling Holder" in the
Prospectus dated [DATE] or in supplements thereto, and that the aggregate
principal amount of the Senior Notes transferred are the Senior Notes listed in
such Prospectus opposite such owner's name.

Dated:

                                    Very truly yours,


                                    ---------------------------------
                                    (Name)

                                    By:
                                          ---------------------------
                                          (Authorized Signature)


                                      A-8