<PAGE>

                                                                     EXHIBIT 4.2

                                                                  Execution Copy

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

                    $400,000,000 3.40% SENIOR NOTES DUE 2007
                    $250,000,000 5.10% SENIOR NOTES DUE 2014

         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

                                                                   July 19, 2004
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) $400,000,000
aggregate principal amount of its 3.40% Senior Notes due July 2, 2007 (the "2007
Notes") and $250,000,000 aggregate principal amount of its 5.10% Senior Notes
due July 15, 2014 (the "2014 Notes" and, together with the 2007 Notes, 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.

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            "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.

            "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 July
      12, 2004 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

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      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 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 July 19, 2004, 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.

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            "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.

            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

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      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 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

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      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.

            (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.

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            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.

            (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

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            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 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;

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                  (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 CUSIP and ISIN numbers for all Exchange
            Securities, not later than the applicable Effective Time; and

                  (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

                                       9
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            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;

                  (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

                                       10
<PAGE>

            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 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 CUSIP and ISIN numbers for all Registrable
            Securities, not later than the applicable Effective Time;

                                       11
<PAGE>

                  (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 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

                                       12
<PAGE>

      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 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

                                       13
<PAGE>

      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 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

                                       14
<PAGE>

      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.

            (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.

                                       15
<PAGE>

            (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 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

                                       16
<PAGE>

      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 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

                                       17
<PAGE>

      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.

                                       18
<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") [TITLE OF SECURITIES] (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 [TITLE OF SECURITIES] 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")
                  [TITLE OF SECURITIES]
                  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